ANGEL SEAFOOD HOLDINGS LIMITED
ACN 615 035 366
ANNUAL REPORT
FOR THE YEAR ENDED 30 JUNE 2020
ANGEL SEAFOOD HOLDINGS LTD (ACN 615 035 366) – CONTENTS
Contents
Chairman’s letter
CEO Overview
Directors Report
Remuneration Report
Auditors Independence declaration
Independent Auditor’s Report
Financial Statements
Directors’ Declaration
Additional ASX Information
Page
1
2
4
18
31
32
35
86
87
CORPORATE DIRECTORY
DIRECTORS
Tim Goldsmith (Non-Executive Chairman)
Isaac (Zac) Halman (Executive Director, Chief
Executive Officer and Founder)
Michael Porter (Non-Executive Director)
Ashley Roff (Non-Executive Director)
COMPANY SECRETARY
Christine Manuel
REGISTERED OFFICE
48 Proper Bay Road
Port Lincoln SA 5606
SHARE REGISTRY
Computershare Investor Services – Australia
Level 5, 115 Grenfell Street
Adelaide SA 5000
Website: www.computershare.com
AUDITORS
William Buck Chartered Accountants
Level 6
211 Victoria Square
Adelaide SA 5000
STOCK EXCHANGE LISTING
Australian Securities Exchanges
(ASX Code: AS1)
ANGEL SEAFOOD HOLDINGS LTD (ACN 615 035 366) – CHAIRMAN’S LETTER
Chairman’s Letter
Dear Shareholders,
On behalf of your Board of Directors, it is my great pleasure to present to you Angel Seafood’s 2020 Annual
Report. I am proud to report that, despite a challenging year, Angel delivered a record sales result of 6.6 million
oysters in FY20, an increase of 25% on prior year. This is a tremendous outcome particularly in the context of the
unprecedented trading conditions in the second half of the year which saw the Company’s key trading channels
adversely impacted due to the COVID-19 pandemic restrictions across Australia and across the world.
The business has truly proven its strength and agility over the recent period. As it became evident that the COVID-
19 pandemic would have an adverse impact on Angel’s key sales channels, considerable work and decisive
actions were taken to ensure the viability of Angel in both the short and long term. Angel was able to adapt its
short-term strategy to optimise business performance through successfully finding new end markets for its
oysters while also taking the opportunity to further improve its stock profile. Importantly, all actions were taken
with the Company’s long-term strategic goals in mind which has resulted in Angel entering the new financial year
in a stronger position.
One of Angel’s key achievements in FY20 was the progress made on building its retail sales program. While
restaurants were closed and food markets experienced limited foot traffic due to social distancing, Angel focused
on growing its retail sales by supplying large retailers with its sustainably grown pacific oysters. Pleasingly, there
is growing recognition by retail customers that Angel is able to guarantee continuous supply of good quality stock
to their retail stores. Angel will focus on further strengthening its retail relationships and increasing store
penetration, which is still in its infancy in Australia, to drive further growth.
While we enter the next financial year with ongoing uncertainty due to COVID-19, particularly in Victoria where
isolation restrictions remain in place, Angel has 20 million healthy oysters in the water and world-class
infrastructure in place, and is positioned strongly to benefit from opportunities in the domestic and export
markets once restrictions are lifted and consumer demand recovers.
On behalf of the Board I would like to express my sincere gratitude to Zac Halman and his team for all their hard
work over the past year. The team’s dedication to the Company and in ensuring that Angel continues to remain
in a strong position has been outstanding.
I would also like to thank our shareholders for their continued support. I look forward to giving you a further
update on the business at our Annual General Meeting on 24 November 2020.
Tim Goldsmith
Chairman
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
1
ANGEL SEAFOOD HOLDINGS LTD (ACN 615 035 366) – CEO OVERVIEW
CEO Overview
The 2020 financial year was another year of significant progress for Angel Seafood, building further scale in the
business and producing record sales of our high-quality oysters. This year has been a particularly challenging one,
with the COVID-19 pandemic closing many of Angel’s key trading channels for a large part of the second half of
year. The record results achieved in the face of these conditions is testament to the team we have in place, the
strength of our customer relationships, and the agility of the Company.
Angel has continued to create valuable Intellectual Property through its unique multi-bay strategy. Each of
Angel’s three bay locations contribute their own growth characteristics, including varying water flow rates,
nutrition, rainfall history, water temperature, and other variables. One of the key competitive advantages of the
multi-bay strategy is that we can leverage these different growth characteristics to our benefit. We can vary our
farming methods to accelerate the oyster growth cycle, or to generate other benefits, including improved shell
growth, taste, fattening, cost of production, environmental impact and production flexibility. Furthermore, the
multi-bay strategy has benefited us during the uncertain COVID-19 period by enabling greater flexibility in sales
and distribution.
To build further scale in the business, we recommissioned and extended our Haslam facility earlier this year and
it can now hold up to 5 million oysters over 9Ha. The Haslam farm is proving to be more than just a warehousing
facility and provides some unique benefits in the crafting of the final product. There is also capacity for further
extension should we see the need for it.
In terms of financial performance, Angel delivered a record year of sales and revenue and the Company achieved
its second consecutive year of positive operating cash flows. This is a tremendous outcome considering the
unprecedented trading conditions we dealt with and further evidence of the underlying quality and strength of
the business that has been built.
Some of the financial achievements in FY20 included:
•
•
•
•
•
•
record full year sales of 6.6 million oysters, up 25% on FY19 (despite COVID-19 impact); attributable to
underlying growth in the business through increased water holdings and Angel’s strong stock profile;
record full year revenue of $5.0 million, up 16% on FY19; reflecting volume growth and steady underlying
oyster prices;
net profit of $252k;
positive operating cash flow of $528k;
improved stock profile, providing a strong foundation for new sales opportunities;
stronger financial position, with improved liquidity.
As a result of the pandemic, Angel took prompt action to ensure the health and safety of its employees and took
decisive actions to ensure the long-term viability of the Company. We adapted our short-term strategy within
the business plan to optimise business performance while at the same time positioning Angel stronger for the
long term.
With the restaurant channel effectively closed from March, we made the decision to fast-track plans to expand
our retail offering. Retail distribution needs to be serviced with a continuity of supply of oysters that meet
consistent quality and size specifications. One of the key competitive advantages Angel enjoys is the scale of the
business, and as a result we have been able to successfully meet the needs of the retail channel.
Similar to all farming activities, seasonal vagaries impact the farming of oysters. Angel experienced favourable
farming conditions throughout summer and autumn across all the farms, which resulted in a significant
improvement in our stock profile. Coupled with the COVID-19 related restrictions resulting in lower sales than
originally planned, Angel had the opportunity to focus on improving its stock profile, ensuring the health and
quality of oysters as they grew in size. As at 30 June, Angel had 20 million graded oysters in the water.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
2
ANGEL SEAFOOD HOLDINGS LTD (ACN 615 035 366) – CEO OVERVIEW
While current export volumes remain low and the short-term outlook on sales is uncertain due to the current
pandemic, Angel is well placed to grow its export sales in the long-term as consumer demand returns, particularly
as we now have plenty of larger size oysters available.
I am encouraged by Angel’s performance and the results we achieved in FY20. Whilst there is ongoing uncertainty
due to COVID-19, I am confident in our stock profile and the marketing opportunities moving forward.
I would like to acknowledge the tremendous effort by the entire Angel team over the past year. The team has
shown commitment and resilience in a challenging time and I thank them all for their continued hard work as we
continue to grow the business together.
I would also like to thank the Board, our stakeholders, and shareholders for their continued support. I look
forward to updating you on the Company’s progress.
Zac Halman
Founder and CEO
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
3
ANGEL SEAFOOD HOLDINGS LTD (ACN 615 035 366) – DIRECTORS’ REPORT
Directors’ Report
The Directors of Angel Seafood Holdings Ltd (Company or Angel) present their report, together with the financial
statements of the Company and its controlled entities (the Group) for the financial year ended 30 June 2020.
Directors
The following persons were directors of the Company during the financial year and to the date of this report:
Tim Goldsmith
Michael Porter
Ashley Roff
Isaac Halman
Non-executive Chairman
Non-executive Director
Non-executive Director
Executive Director, Chief Executive Officer and Company Founder
Directors have been in office since the start of the financial period to the date of this report unless otherwise stated.
Information Relating to Directors and Company Secretary
Details of each Director’s experience, qualifications and responsibilities are set out below. This includes information on
other listed company directorships in the last three years.
Name and
qualification
Tim Goldsmith
BA(Hons)
Independent Non-Executive Chairman appointed 21 February 2018.
Member of Audit and Risk Committee.
Experience and responsibilities
Tim was appointed Chairman effective from the date of initial ASX listing of the Company.
Tim is currently CEO of Rincon Ltd, a lithium development company and is also Chairman of ASX
listed Hazer Group since July 2017. Tim was appointed a Non-executive Director of Costa Group
from 1 September 2018. He was Chairman of Kopore Metals Ltd from November 2017 to
February 2018.
Until 30 June 2017, Tim was a partner at PricewaterhouseCoopers. He was a partner for more
than 20 years and dealt with many companies throughout the world. He was particularly focused
on China and worked extensively in the mining sector.
Non-executive Chairman appointed 2 December 2016 – 1 March 2017
Non-executive Director 1 March 2017 – 22 August 2017 and since 21 February 2018
Executive Chairman 22 August 2017 – 21 February 2018
Member of the Audit and Risk Committee
Director of subsidiary companies Angel Seafood Infrastructure Pty Ltd and Angel Oysters Australia
Pty Ltd
Michael has extensive experience in the Agricultural sector where he was the CEO of SQP Co-
operative for almost four years. He owns dry land farming interests in Victoria’s Western District
near Ballarat. He is also a Board Member of the Wimmera Catchment Management Authority (a
Victorian State Government appointment). Former Board positions include being a Non-executive
Director of ASX listed Murray River Organics Ltd (3 April 2018 to 9 June 2020) and past Chairman
of the Audit Advisory Committee for the City of Ballarat. Michael is also an Active Reservist where
he holds the rank of Commander in the Royal Australian Naval Reserve.
Michael Porter
BBS (Enterprise
Development),
Grad Cert
(Change
Management),
GAICD
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
4
ANGEL SEAFOOD HOLDINGS LTD (ACN 615 035 366) – DIRECTORS’ REPORT
Name and
qualification
Ashley Roff
LLM (Syd)
(Hons2), FGIA
Independent Non-executive Director appointed 21 February 2018
Chairman of the Audit and Risk Committee
Experience and responsibilities
Ashley is a senior and trusted legal, compliance and governance advisor at board and executive
leadership levels with extensive commercial experience across industries as diverse as
agriculture, consumer beverages, internet marketing and finance. In 2005 he was responsible, as
General Counsel, for the public compliance listing of ABB Grain Ltd, and served as Company
Secretary 2005-09. During this time, he headed ABB’s Risk Management division and was
recognised as Chartered Secretaries Australia 2007 Corporate Governance Professional of the
Year (sub-ASX 100 Companies). After ABB was acquired by Viterra Ltd, a Canadian company, he
was responsible 2009-2010 for liaising with ASX on Viterra’s CHESS Depositary Interests (CDI)
program. General Counsel and Company Secretary of Emerald Grain Pty Ltd 2011-15. Principal of
Adelaide-based law firm Brightman Legal since 2016. No other public company directorships.
Isaac (Zac)
Halman
Chief Executive Officer since 1 July 2018 (previous title Executive Operations Director 1 May
2017 – 30 June 2018)
Director appointed 27 September 2016
Director of subsidiary companies Angel Seafood Infrastructure Pty Ltd and Angel Oysters Australia
Pty Ltd
Zac is the founder of the Company and has been successfully farming oysters for close to a
decade in South Australia’s Eyre Peninsula. He has successfully grown a team and business which
is one of only three certified sustainable oyster producers in the world who have been certified
by “Friends of the Sea” and is also one of only two certified organic oyster producers in Australia
who have been certified by NASAA. Zac is an innovator in the oyster industry and through his
guidance and leadership the business has grown rapidly from a small family operation to being
the largest grower of pacific oysters in Australia and the Southern Hemisphere. Before oyster
farming Zac was active in the agriculture industry, specialising in broad acre and stock
agricultural contracting. Mr Halman holds no other public company directorships.
Company Secretary
Ms Christine Manuel BMus, GradDipACG (Applied Corporate Governance), DipCD (Corporate Director), DipInvRel
(Investor Relations), FGIA, FCIS, MAICD, MAITD, AAIPM, a Chartered Company Secretary, was appointed Company
Secretary on 20 September 2017. Ms Manuel is an experienced Company Secretary and corporate governance
professional. Her background includes Company Secretary and executive roles in a range of listed and unlisted entities
over more than 20 years. Ms Manuel is Vice-President of the Governance Institute of Australia and a past Chair of the
SA/NT State Council and regularly facilitates Governance Institute training courses.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
5
ANGEL SEAFOOD HOLDINGS LTD (ACN 615 035 366) – DIRECTORS’ REPORT
Company Overview
Angel Seafood Holdings Ltd is Australia’s largest producer of fresh, clean, green, certified organic and sustainable
oysters. The Company is Organically certified through internationally recognised National Association for Sustainable
Agriculture, Australia (NASAA) and sustainably certified with the internationally recognised ‘Friends of The Sea’
organisation.
The Company runs a multi-bay strategy with nursery and oyster grow out operations in Cowell and Haslam with a holding
capacity of over 20 million oysters, and final conditioning in the internationally acclaimed Coffin Bay with a capacity to
finish up to 10 million oysters per year. This diversification in geographic operating locations provides disease risk
mitigation and allows the Company to optimise oyster performance at each stage of the growth cycle. Further, the
multi-bay strategy gives unique characteristics to Angel’s oysters, upholding its credentials in creating tasty vintage of
crop annually.
The Company sells to domestic customers direct from Coffin Bay and processes the oysters for export out of its purpose
built and fully AQIS accredited export site in Port Lincoln.
Principal activities
Angel is an Australian producer, manufacturer, marketer, and seller of certified organic and sustainable oysters. No
significant changes occurred in the nature of the principal activities during the financial year.
Company Dividends
No dividends were paid or declared during the period.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
6
ANGEL SEAFOOD HOLDINGS LTD (ACN 615 035 366) – DIRECTORS’ REPORT
Review of Operations
OVERVIEW OF FINANCIAL YEAR 2020
Financial year 2020 was another year of significant progress for Angel with the Company continuing to build further
scale in the business and extending its stakeholder relationships. Despite challenging trading conditions due to COVID-
19 related restrictions, Angel reported a solid financial result for the full year ended 30 June 2020, demonstrating the
underlying quality and strength of the business.
Financial overview
Angel reported a record full year revenue of $5.0 million for the 12 months to 30 June 2020, an increase of 16% on FY19.
Sales for the full year reached a record of 6.6 million oysters, representing an increase of 25% on prior year. The result
reflects the underlying growth in the business through the skilled contribution from the Angel team.
Figure 1: Oyster sales and revenue, FY18 - FY20
Year on year growth in sales and revenue
6.0
5.0
4.0
M
$
'
3.0
2.0
1.0
0.0
1.9
1.5
FY18
5.3
4.3
FY19
7.0
6.0
5.0
4.0
3.0
2.0
1.0
0.0
)
M
(
s
t
i
n
U
6.6
5.0
FY20
Revenue
Units (millions)
Angel made a Net Profit After Tax of $252k and generated positive operating cash flow of $528k for the full year – a
strong outcome in light of the unprecedented trading conditions. Refer to detailed financial results on page 9.
Net assets as at 30 June 2020 amounted to $12.8 million (2019: $12.3 million). There was a significant focus on balance
sheet and liquidity as a result of the COVID-19 pandemic impacts, with a number of initiatives put in place to preserve
cash and improve working capital. Planned expansionary capital expenditure was deferred, interest and capital
repayments on debt facilities were deferred, and additional working capital finance was approved.
Operational update
Over the financial year, Angel acquired an additional 1.5Ha of high-quality water in Coffin Bay, increasing Angel’s holding
capacity to over 20 million oysters, with the ability to condition 10 million oysters each year. Angel is now benefiting
from economies of scale from its investment program and its unique multi-bay strategy, which provides the business
competitive advantages in optimising growth and conditioning, and fast-tracking production and revenue.
Angel’s developed water holdings now stand at 36Ha across Cowell, Coffin Bay and Haslam which are all located in the
Eyre Peninsula, South Australia.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
7
ANGEL SEAFOOD HOLDINGS LTD (ACN 615 035 366) – DIRECTORS’ REPORT
Figure 2: Angel Seafood’s farms in South Australia
Improving stock profile
As at 30 June, Angel had 20 million healthy graded 1 oysters in stock across its farms. Importantly, as a result of
favourable growing conditions over summer and autumn in Cowell and Coffin Bay, coupled with the impact of COVID-
19 (lower sales than original guidance), Angel reported a significant increase in biomass and an improvement in stock
profile towards larger sizes.
As a result of the improved stock profile and more larger oysters on hand, it is expected that the average price per
oyster sold by Angel will improve in FY21, all things being equal.
Figure 3: Stock biomass (tonnes), June 2019 to June 2020
)
s
e
n
n
o
T
(
s
s
a
m
o
B
i
400
300
200
100
0
368
64%
225
Jun-2019
Jun-2020
Sales channel mix evolved to respond to COVID-19
While restaurant sales slowed down as a result of COVID-19 related restrictions, Angel made the decision to focus on
increasing exposure to large retailers. Building a retail sales program is a key part of Angel’s long-term growth strategy,
and the COVID-19 restrictions drove Angel to fast-track its plans. Pleasingly, Angel experienced strong growth in sales
to the retail channel in the fourth quarter and there remains significant opportunity to further increase penetration
within retailers.
Being the largest producer of Pacific Oysters in Australia, Angel is able to guarantee continuous supply of good quality
oysters, which has been very well received by retailers. The penetration achieved across the retail channel in such a
1 Excludes ungraded spat
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
8
ANGEL SEAFOOD HOLDINGS LTD (ACN 615 035 366) – DIRECTORS’ REPORT
short period of time was an excellent outcome and highlights the agility of the Company to find the right end markets,
and the strength of customer relationships.
Angel recommenced export sales in the fourth quarter as planned. However, volumes remained small due to COVID-19
restrictions remaining in place, as well as interrupted economic conditions in Hong Kong. Whilst short-term outlook for
exports is uncertain, Angel is confident that it can significantly grow its export volumes in the long-term as consumer
demand returns and sees this as a key channel as Angel continues to grow its production.
People & culture
Angel is proud of the team it has built, and the ‘go-getter’ culture within the Company. Despite operating in challenging
conditions in the second part of FY20, the Angel team did a fantastic job in ensuring the continued growth and health
of oysters, and in showing the agility required to execute the pivot in sales strategy.
Over the period Angel strengthened its team through key hires, including the appointment of Mr John Ramsden as
Operations Leader. Mr Ramsden holds a PHD in Aquaculture and brings significant experience to Angel’s growing
operations, having built and managed prawn and abalone farms throughout Australia.
Uncertainty remains, but Angel well positioned for long term growth
Angel remains vigilant to the developments of the COVID-19 pandemic and the ongoing implications to its business. The
Company has adapted its short-term strategy to optimise business performance while continuing to position Angel for
the long-term.
Angel will continue to focus on selling its oysters to existing customers, and further penetrate the retail channel. The
Company is confident that once restrictions are further lifted, and consumer demand returns to normal levels, Angel
will be in a strong position to continue its growth in sales.
OPERATING AND FINANCIAL REVIEW
Detailed Financial Results
The Group made a consolidated profit after tax of $251,700 for the year ended 30 June 2020 (FY19: $305,377).
Revenue
Fair value adjustment of biological assets
Other income
Cost of biological stock
Employee benefits
Other expenses
Earnings Before Interest, Tax, Depreciation and Amortisation
(EBITDA)
Finance costs
Depreciation and amortisation expense
Profit before income tax
2020
$
4,965,551
1,422,279
1,109,747
(1,287,121)
2019
$
4,271,916
1,868,307
483,146
(888,998)
(2,873,877)
(2,763,503)
(1,856,238)
(1,795,451)
1,480,341
(371,692)
(856,949)
1,175,417
(181,129)
(688,911)
251,700
305,377
Variance
%
16%
(24%)
130%
45%
4%
3%
26%
105%
24%
(18%)
Revenue from oyster sales was $5.0 million (2019: $4.3 million); a 16% increase on revenue for FY19 driven by the
increase in sales volume from 5.3 million units in FY19 to 6.6 million units in FY20.
The consolidated results include a Fair Value adjustment on Biological stock of $1.4 million (2019: $1.9 million),
representing growth in biological stock during the financial year; and Other Income of $1.1 million (2019: $0.5 million),
mainly comprising an R&D tax incentive of $0.8 million (2019: $0.5 million) and Government grants for COVID-19
support (Jobkeeper Allowance and Cash Flow Boost) of $0.2 million.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
9
ANGEL SEAFOOD HOLDINGS LTD (ACN 615 035 366) – DIRECTORS’ REPORT
Operating expenses for the year included the following:
- Cost of biological stock (oysters) of $1.3 million in relation to oysters sold during the period (2019: $0.9 million).
There was an increase in the average cost per unit sold in the current year due to increased mortality and culling
following the slow growing conditions experienced in the winter/spring of CY2019.
- Employee benefits of $2.9 million, comprising payroll costs, oncosts and amortisation of shares, performance rights
and options awarded to employees (2019: $2.8 million).
- Other expenses of $1.9 million (2019: $1.8 million) comprising other production costs such as repairs and
maintenance, freight, consultancy costs as well as administration and corporate costs.
Finance cost were $0.4 million for the year (2019: $0.2 million), with the increase mainly driven by higher drawn debt
balances through the period. Depreciation and amortisation increased 24% following the capital expansion undertaken
in FY19 to increase capacity.
Tax expense for the year was nil, with the Company recognising a portion of previously unrecognised tax losses to offset
a deferred tax expense and deferred tax liability (2019: Nil).
There was no other comprehensive income for the year (2019: Nil).
Full details in relation to the results of the Company are disclosed in the consolidated financial statements and
accompanying notes.
Financial Position
The Group’s total assets increased by 15% during the year to $21.8 million as at 30 June 2020 (2019: $18.9 million) ,with
the following key movements:
- Biological assets increased to $5.2 million as at 30 June 2020 (2019: $4.2 million), driven by a net improvement in
-
the stock profile, evidenced by the increase in biomass during the financial year.
Intangible assets, mainly comprising oyster leases increased to $7.2 million (2019: $6.6 million); a net $0.6 million
increase following acquisition of oyster farm holding in Coffin Bay during the period, disposal of Smokey Bay Oyster
leases, and transition to AASB 16 Leases which resulted in recognition of right of use assets on rented oyster leases.
- Property, plant and equipment increased to $7.4 million (2019: $7.0 million) driven by construction of new
infrastructure for new oyster leases, including the redevelopment of Haslam, and purchases of new operating assets.
The following were the key sources of funding, in addition to shareholders equity, for the Group as at 30 June 2020 and
for the year then ended:
- The Group restructured its NAB facilities during the year to increase the Business Expansion Loan by $1.0 million,
decrease the Working Capital Facility by the same amount and change the repayments schedule; resulting in a net
repayment deferral of $0.5 million at 30 June 2020 compared to the original repayment schedule. Following the
impact of COVID-19, the Group secured an additional $1.0 million to its Working Capital Facility as part of the COVID-
19 support. The aggregate drawn balance on bank facilities as at the 30 June 2020 was $4.4 million (2019: $3.4
million).
- Vendor finance liabilities were $0.3 million (2019: $0.6 million) representing deferred payments for the purchases
-
of oyster leases during the year.
Lease liabilities were $3.2 million (2019: $1.8 million) with the increase mainly due to new asset finance
arrangements entered into during the period, as well as additional lease liabilities recognised on adoption of AASB
16 Leases.
Net assets for the Group as at 30 June 2020 were $12.8 million (2019: $12.3 million) with the increase mainly due to net
profit for the period.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
10
ANGEL SEAFOOD HOLDINGS LTD (ACN 615 035 366) – DIRECTORS’ REPORT
Liquidity
The Group’s liquidity improved during the period due to a combination of cash generated from operations and
additional borrowings accessed by the Group as shown below:
Liquidity
Cash and cash equivalents
Available facilities
Total liquidity
2020
$
1,344,751
536,126
2019
$
530,237
591,056
1,880,877
1,121,293
The Group’s projections show that the Group will generate sufficient cash to settle debts as they fall due. Refer to
additional disclosure on Liquidity and Capital Management on page 13.
Full details associated with the financial position of the Company can be found in the Consolidated Financial Statements
Section of this document.
STRATEGIC AND FUTURE OBJECTIVES
The Company continues to build a strong and stable business based in South Australia’s Eyre Peninsula; the following
objectives are key to the overall success in implementing Angel’s business plan:
a. Delivering the value from increased scale following expansion of the business.
b.
Implementation of oyster husbandry and farming techniques that optimise the oyster growth cycle and lower the
mortality levels throughout the stock’s lifecycle.
c. Development and maintenance of key domestic and export sale markets.
d.
e.
f.
Sustainable growth, through increasing productivity and acquisition of additional water holdings.
The attraction and maintenance of a vibrant, diverse and engaged workforce.
Continuation of the introduction of industry-leading innovation and efficiencies, leveraging off the Company’s
know-how, scale and financial resources.
g.
Capital management and cash flow.
The Company will continue to explore further opportunities that meet Angel’s long-term growth and development
goals, with the ultimate objective to leverage the Company’s competences to maximise shareholders value through
sustainable earnings growth.
Further information about likely developments in the operations of the Company and the expected results of those
operations in future financial years has not been included in this report due to ongoing uncertainty about the COVID-
19 pandemic, and in some respects disclosure of the information would likely result in unreasonable prejudice to the
Group.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
11
ANGEL SEAFOOD HOLDINGS LTD (ACN 615 035 366) – DIRECTORS’ REPORT
MATERIAL BUSINESS RISKS
The Group assesses and manages various business risks with the potential to have a material impact on the Group’s
operating and financial performance and its ability to successfully deliver corporate objectives. There are specific risks
which relate directly to the Company and the industry in which it operates. In addition, there are other general risks,
many of which are largely beyond the control of the Company and the Directors. Set out below are the business risks
that the Group has identified as having the potential to have a material impact on the Group.
The matters listed below are not listed in order of importance and are not intended to be an exhaustive list of all the
risks and uncertainties affecting the business.
Company specific Risks
Competition risk
The industry in which the Company is involved is subject to domestic and global competition. Although the Company
will undertake reasonable due diligence in its business decisions and operations, the Company has no influence or
control over the activities or actions of its competitors, whose activities or actions may, positively or negatively, affect
the operating and financial performance of the Company’s business. An increase in the supply of oysters from either
domestic or international competitors, or increased competition from alternative fish species and food sources could
have an adverse effect of the Company’s operations and business. The Group believes its produce is differentiated
through its ‘Organic’ and ‘Sustainable’ certifications and is continuing to develop export markets to diversify its
customer base.
Disease risk
There is a risk that the Company suffers a disease outbreak that impacts on the health and wellbeing of its oyster stocks.
This includes a disease such as Pacific Oyster Mortality Syndrome (POMS) which affects mainly juvenile Pacific Oysters.
To date, POMS has not occurred in South Australian oyster growing areas but was identified and remains in a population
of feral oysters in the Port River near Adelaide since late summer of 2018. The South Australian Government and the
Company have measures in place to mitigate the risk of any such disease. POMS, among other diseases, and natural
events may impact the health and wellbeing of the oyster stock.
Title and Renewal Risk
The water leases and licences held by the Company are issued through the South Australian state government body
called Primary Industries and Regions South Australia (PIRSA). The licence and lease holder must abide by a number of
PIRSA regulations and guidelines that are monitored and enforced through mandatory periodic PIRSA officer
inspections; Angel is subject to these inspections.
The Group’s oyster leases are classified as ‘production leases’ by the Department of Primary Industries and Regions SA
(PIRSA) and are granted for a maximum term of 20 years. Upon the expiry of any given term, they are renewable for
successive terms and the Group considers that the risk of any of its production leases not being renewed at the end of
their current terms to be immaterial.
Environmental
The Company’s operations are subject to Government environmental legislation. There is no assurance that the
Company’s operations will not be affected by an environmental incident or subject to environmental liabilities. The
introduction of new environmental legislation and regulations may result in additional cost to the Company arising
from additional compliance and further capital expenditure which may have a material adverse impact on the
financial position and performance of the Company. The impact of climate change and/or global warming on the
Company’s operations is currently unknown.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
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ANGEL SEAFOOD HOLDINGS LTD (ACN 615 035 366) – DIRECTORS’ REPORT
General risks
Economic Risk
Changes in both Australian and world economic conditions may adversely affect the financial performance of the
Company. Factors such as inflation, currency fluctuations, interest rates, industrial disruption and economic growth may
impact on future operations and earnings. If any risks above occur, it may have a significant adverse impact on the
Company, its operations and its ability to meet forecast targets.
Pandemic Risk
There is a risk that disease outbreaks and related government initiatives to combat the spread of disease may impact
continuity of operations (impact on employees), supply chains and market assumptions, and ultimately trigger adverse
economic conditions. COVID-19 was declared a global pandemic in March 2020 and since then, there have been
widespread government-imposed restrictions that have impacted business operations across Australia, and the rest of
the world. The temporary restrictions placed on operation of restaurants and food markets, and the significant
reduction in airfreight services limiting access to export markets, have adversely impacted the demand for seafood in
the near term. Governments (States and Federal) and financial institutions have offered support to companies and
employees that have been significantly impacted by these changes.
While the Company’s operations have not been directly impacted by the pandemic so far, and new channels have
opened up for sales, some uncertainty remains as to how far and how long the pandemic will unfold, the extent of
restrictions that will be imposed to combat the pandemic, and ultimately the impact on operations, access to markets,
and general economic conditions.
Legislative Change
The introduction of new legislation or amendments to existing legislation by Governments, developments in existing
common law, respective interpretation of the legal requirements in any of the legal jurisdictions which govern the
Company’s operations or contractual obligations and changes in Government policy could all impact adversely on the
assets, operations and the overall financial performance of the Company and its securities.
Climate Change
Climate plays an important role in Angel’s operations, with water temperatures and availability of food (algae) in the
water having a fundamental impact on the lifecycle of oysters; sizes, growth rates and the ultimate quality of the
product. Angel recognises climate change is likely to present a range of challenges to the aquaculture industry. Without
proactive adaptation, oyster farming may become more vulnerable to disease and/or changes in environmental
conditions.
The Company employs sustainable farming practices in its operations and considers the long-term risks, issues and
opportunities that can potentially be presented by climate change and responds accordingly. Some studies have linked
ocean acidification and temperature rises to climate change. As yet any impact of these factors has not been revealed
in any material fashion. However, these factors could impact the long-term future size and quality of product and/or
the likelihood of disease or algae events.
Liquidity and capital management
Angel’s continued ability to operate its business and execute its business plan over time will depend on its ability to
generate free cash flow, to raise funds for operations and growth activities, and to service, repay or refinance debts as
they fall due. The Group’s operations are subject to a number of operational and environment risks, including the
challenges presented by the COVID-19 pandemic, which may ultimately have an impact on the Group’s cash flows and
liquidity.
While the Group’s cash flow forecast show that the Group will generate sufficient cash and there are a number of
funding options available to the Group, there can be no guarantee that the Group will be able to raise additional funding,
should it be required, on acceptable terms or at all.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
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ANGEL SEAFOOD HOLDINGS LTD (ACN 615 035 366) – DIRECTORS’ REPORT
Risk Management
Management and the Audit & Risk Management Committee have implemented a Risk Management Framework,
endorsed by the Board of Directors, within which:
•
there is an over-arching risk management policy, which sets out its commitment to and the expected behaviours
required of its employees and contractors. This is supported by a number of other more specific business policies
that set out other key requirements of employees and contractors;
•
•
a risk management process and risk assessment criteria that defines the key steps required to identify, analyse,
treat, evaluate controls and monitor and report on the risks listed above and other risks on an ongoing basis;
accountabilities and responsibilities for overseeing, managing and monitoring these risks and other identified risks
are clearly defined;
•
key priorities for management of risks are identified on a regular and ongoing basis; and
• material or potentially material incidents that arise are reviewed and appropriate action taken.
The management team, and the Board, through the Audit and Risk Committee, reviews the Company’s risks and the
effectiveness of the Company’s management of those risks. The Board, with Executive Management’s input, consider
the nature and extent of the risks the organisation is prepared to take to meet the Company’s objectives.
Other key management mechanisms for the Company include:
•
•
health, safety and environmental management systems across the organisation; and
appropriate insurance arrangements to provide efficient and effective levels of risk transfer.
SUSTAINABILITY
Angel prides itself on its premium oysters which have been produced without compromising the environment and
actively champions ecologically sound farming practices. The Company is one of only two sustainable oyster growers in
the world, certified as a Friend of the Sea. Every step is taken to ensure the impact from oyster farming on seabeds is
negligible, allowing the seabed to regrow and rejuvenate. Angel also recycles its posts and baskets, ensuring landfill is
minimised wherever possible. Unfortunately, the majority of oyster farmers around the world still use water-based
infrastructure that have been chemically treated (e.g. posts), which is harmful to the ecosystem and therefore non-
organic.
Sustainability is the key driver and the vision to maintain or increase production levels. The Company is always mindful
of, and endeavours to preserve, the very ecosystems that deliver such a premium product for the Company’s
customers to enjoy. Angel is privileged to be able to farm in a way that respects the waters and environment in which
it operates.
The Board believes that the Company’s key differentiators include:
Best Practice
The Company holds food safety accreditation for the growing, harvest, grading, storage and transportation of oysters
from the South Australian (SA) Government (Certificate of Accreditation dated 24 February 2011, Accreditation Number
20/176 – Primary Produce (Food Safety Schemes) Act 2004). In addition, the SA Government administers a Shellfish
Quality Assurance Program (SASQAP), which is a joint initiative between PIRSA and the shellfish industries of South
Australia. SASQAP monitors the water quality in shellfish harvesting areas where the Company’s oysters are grown. The
Group is subject to an ongoing monitoring regime to maintain this accreditation.
In June 2018, following commissioning of the Company’s newly purchased facility in Port Lincoln, certification was
granted by the Australian Department of Agriculture, Fisheries and Forestry for an approved arrangement under the
Export Control Act 1982, as Export Registered Establishment No 6280. This accredits the good hygienic practice, HACCP,
product integrity and importing country requirements required for export.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
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ANGEL SEAFOOD HOLDINGS LTD (ACN 615 035 366) – DIRECTORS’ REPORT
In addition to statutory legislative and regulatory requirements, the Company complies with the SA Environment
Protection Authority (EPA) Code of practice for the environmental management of the SA oyster farming industry.
Certified Organic
The Company’s passion for the Eco system where we produce oysters has driven Angel to pursue further and the go
on to achieve ‘Organic Certification’ status in 2012, One of the first oyster grower’s in Australia to achieve this
accreditation. This is accredited by the National Association for Sustainable Agriculture, Australia (NASAA), Certificate
No 5411 and was renewed by the Company in FY20, extending the certification to March 2021. Ongoing water
monitoring, sea grass management and environmentally friendly infrastructure are just a few elements required to
achieve and maintain organic status. The auditing process for obtaining and maintaining certified status is rigorous, and
the Company believes this certification is something that its customers, especially end consumers, desire.
Sustainability Certification
Angel holds the highly respected “Friends of the Sea” certification, making it one of only three oyster companies in the
world (the others are in Scotland and Croatia) to achieve this certification. This global program strives to make
sustainability a reality in the fishing and aquaculture sectors. Reducing ecosystem impact, energy efficiency and social
accountability underpin this program. These certifications are subject to regular audits, the most recent of which was
conducted in early 2020 and saw the Company achieve renewal of this certification.
The Company uses world’s best practice adjustable longline system which improves water flow and nutrient intake
throughout the Company’s farms. The Company’s impact on the sea bed has been dramatically reduced compared to
previously used traditional methods, allowing the sea grasses to regrow and rejuvenate in its natural sense. Efficiencies
in growing techniques also result in a stronger, healthier oyster which translates to a longer shelf-life after harvest. This
method allows the lines and baskets to be adjusted up and down the holding posts depending on the season, tides,
weather, age of the oysters and the condition of the oysters to ensure the oysters are always sitting in the most nutrient-
rich section of the water column.
Traceability
Organic oysters are 100% traced from spat throughout their life cycle on the Company’s organic farms through to their
final customer destinations. The Company can account for each batch of oysters from spat to retailer.
Environmental regulation
The Company operates a number of licences and leases issued through Primary Industries and Regions South Australia
(PIRSA). The licence and lease holder must comply with PIRSA regulations and guidelines. The Company must comply
with a number of relevant legislative instruments including the Environmental Protection Act 1993 (SA), Aquaculture
Act 2001 (SA), Aquaculture Regulations 2016 (SA), Environmental Protection (Water Quality) Policy 2015, Livestock Act
1997 (SA) and Livestock Notice 2014.
The Company also complies with the South Australian Environment Protection Authority (EPA) Code of practice for the
environmental management of the South Australian oyster farming industry. The South Australian Shellfish Quality
Assurance Program (SASQAP), which is a joint initiative between PIRSA and the shellfish industries of South Australia,
monitors the water quality in shellfish harvesting areas where the Company’s oysters are grown.
No breaches of environmental regulation occurred during the financial year and to the date of this report.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
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ANGEL SEAFOOD HOLDINGS LTD (ACN 615 035 366) – DIRECTORS’ REPORT
Changes in the state of affairs
The Company acquired additional oyster leases in Coffin Bay during the period, increasing finishing capacity to 10 million
oysters per year. Haslam was recommissioned during the period and can now hold up to 5 million oysters.
There were no other significant changes in the state of affairs of the Company, other than as referred to in this Report.
Subsequent events
The following events occurred subsequent to the reporting date have not been accounted for in the financial
statements:
Extension of Hank lease and option to purchase
In July 2020, the Company successfully negotiated an extension to the lease of its key Hank water holdings in Coffin Bay
by two years to November 2023. The option to purchase has similarly been deferred for two years, providing additional
cash flow flexibility for at least two years before completing the purchase.
COVID-19 Update
While restrictions have been progressively eased in most states around Australia, there has been a second wave of the
pandemic in Victoria, and New South Wales remains on high alert. Stage 3 restrictions were announced for metropolitan
Melbourne on 7 July 2020; and were upgraded to Stage 4 restrictions, while regional Victoria entered Stage 3
restrictions, on 2 August 2020.
The Company’s operations are in South Australia (Eyre Peninsula) and are continuing as normal. The Company remains
on high alert for new outbreaks; however, there has been no significant change in circumstances beyond the likely
scenarios that were contemplated at the balance sheet date.
Corporate governance
The Board oversees the Company’s business and is responsible for the overall corporate governance of the Company. It
monitors the operational, financial position and performance of the Company and oversees its business strategy,
including approving the strategy and performance objectives of the Company.
The Board is committed to maximising performance and generating value and financial returns for shareholders. To
further these objectives, the Board has created a framework for managing the Company, including the adoption of
relevant internal controls, risk management processes and corporate governance policies and practices, which the
Board believes are appropriate for the business and which are designed to promote the responsible management and
conduct of the Company. To the extent relevant and practical, the Company has adopted a corporate governance
framework that is consistent with the ASX Corporate Governance Council’s Corporate Governance Principles and
Recommendations (4th Edition).
The Company’s Corporate Governance Plan, including key policies, is available at www.angelseafood.com.au.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
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ANGEL SEAFOOD HOLDINGS LTD (ACN 615 035 366) – DIRECTORS’ REPORT
Directors’ meetings
During the financial year, 18 meetings of Directors, including Committees of Directors, were held. Attendances by each
Director during the year were as follows:
Directors
Tim Goldsmith
Michael Porter
Ashley Roff
Isaac Halman
Directors’ shareholdings
Directors’ Meetings
Audit and Risk Committee
Eligible to
attend
Meetings
attended
Eligible to
attend
Meetings
attended
14
14
14
14
14
14
14
14
4
4
4
-
4
4
4
-
The following table sets out each Director’s relevant interest in shares, debentures, and rights or options in shares or
debentures of the Company or a related body corporate as at the date of this report.
Name
Tim Goldsmith
Michael Porter
Ashley Roff
Isaac Halman
Fully paid ordinary
shares
Share Options
Performance
Rights
Performance
Shares
3,740,000
6,366,000
116,666
23,270,210
3,000,000
3,750,000
1,000,000
1,500,000
-
-
-
-
-
-
-
1,000,000
Further details of Directors’ security holdings are provided in the Remuneration Report.
Directors’ and Senior Executives’ Remuneration
Details of the Company’s remuneration polices and the nature and amount of the remuneration of the Directors and
senior management (including shares, options and rights granted during the financial year) are set out in the
Remuneration Report and in Notes 14 and 15 to the financial statements.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
17
ANGEL SEAFOOD HOLDINGS LTD (ACN 615 035 366) – REMUNERATION REPORT (AUDITED)
Remuneration Report (Audited)
The Directors of the Company present this Remuneration Report for the Group for the year ended 30 June 2020. The
information provided in this Report has been audited as required by section 308(3C) of the Corporations Act 2001 (Cth)
(Corporations Act) and forms part of the Directors’ Report.
The Remuneration Report outlines the Company’s key remuneration activities during the financial year ended 30 June 2020
and remuneration information pertaining to the Company’s Directors and senior management personnel who are the key
management personnel (KMP) of the Group for the purpose of the Corporations Act and Accounting Standards. KMP are
the personnel who have authority and responsibility for planning, directing and controlling the activities of the Company.
The report is structured as follows:
(a) Remuneration Governance
(b) Directors and key management personnel (KMP)
(c) Remuneration policy
(d) Remuneration components
(e) Relationship between Remuneration and Group Performance
(f) Details of Directors and Key Management Personnel Remuneration
(g) Key Terms of Employment Contracts
(h) Term and Conditions of share-based payment arrangements
(i) Directors and Key Management Personnel Equity Holdings
(j) Other transactions with Directors and Key Management Personnel
A. REMUNERATION GOVERNANCE
Consistent with the Board’s Charter, the Board has taken the decision that at this early stage of the Company’s growth a
separate Remuneration and Nomination Committee is not warranted. Accordingly, the Board as a whole carries out the
functions of the Remuneration and Nomination Committee, as described in the Committee Charter. Where appropriate,
this is undertaken by Non-executive Directors only, without the presence or participation of the Executive Director.
Functions
The Board reviews any matters of significance affecting the remuneration of the Board and employees of the Company.
The primary remuneration purpose of the Board is to fulfil its responsibilities to shareholders, including by:
a. ensuring that the approach to executive remuneration demonstrates a clear relationship between key executive
b.
c.
performance and remuneration;
fairly and responsibly rewarding executives, having regard to the performance of the Company, the performance of
the executive and the prevailing remuneration expectations in the market;
reviewing the Company’s remuneration, recruitment, retention and termination policies and procedures for senior
management;
reviewing and approving any equity-based plans and other incentive schemes;
d.
e. clearly distinguishing the structure of Non-executive Director (NED) remuneration from that of executive directors and
f.
senior executives, and recommending NED remuneration to the Board;
arranging the performance evaluation of the Board, its Committees, individual Directors and senior executives on an
annual basis; and
g. overseeing the annual remuneration and performance evaluation of the senior executive team.
The Board considered performance and remuneration of the NEDs in detail during the year ended 30 June 2020. A
performance review of Executives for the year ended 30 June 2020 was completed in July 2020.
Further information about remuneration structures and the relationship between remuneration policy and Company
performance is set out below.
The Board Charter and the Remuneration and Nomination Committee Charter, which outlines the terms of reference under
which the Committee operates, are available in the Corporate Governance Plan at www.angelseafood.com.au.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
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ANGEL SEAFOOD HOLDINGS LTD (ACN 615 035 366) – REMUNERATION REPORT (AUDITED)
B. DIRECTORS AND KEY MANAGEMENT PERSONNEL (KMP)
The Directors and KMP of the Group during the year were:
Period of Responsibility in FY20
Position
Non-Executives
Tim Goldsmith
Ashley Roff
Michael Porter
Executives
Full year
Full year
Full year
Isaac Halman
Full year
Independent Non-executive Chairman
Independent Non-executive Director
Independent Non-executive Director
Chief Executive Officer (CEO);
Executive Director and Company Founder
Simba Matute
Full year
Chief Financial Officer (CFO)
C. REMUNERATION POLICY
The Company’s remuneration framework for Directors and senior executives has been designed to remunerate fairly and
responsibly, balancing the need to attract and retain key personnel with a prudent approach to management of costs. Other
employees are remunerated in accordance with the provisions of the relevant Fairwork Australia Award. The majority of
staff fall under the Aquaculture Attendants’ Award.
The Board’s policy for determining the nature and amount of remuneration for Non-Executive Directors and senior
executives of the Company is as follows.
Non-Executive Director remuneration
The Board aims to remunerate each Non-executive Director at market rates for comparable companies for their time,
commitment and responsibilities. The Board determines the annual level of fees payable to Non-executive Directors and
reviews their remuneration annually, based on market practice, duties and accountability and subject to the maximum
aggregate amount per annum as approved by shareholders. Fees for NEDs are not linked to the performance of the Group,
apart from participation in share options (refer to section (D) for share option plans).
Executive remuneration
The Board reviews and determines our executive structure and framework annually to ensure it remains aligned to business
needs. In particular, the board aims to ensure that remuneration practices (are):
-
-
-
-
competitive and reasonable, enabling the Company to attract and retain key talent;
aligned to the Company’s strategic and business objectives and the creation of shareholder value;
include a reasonable level of performance-based incentives to encourage and reward high performance; and
transparent and easily understood by all stakeholders.
The Board may also engage external remuneration consultants to assist with executive remuneration review. There was no
engagement of remuneration consultants for the year ended 30 June 2020 (2019: Nil)
D. REMUNERATION COMPONENTS
Non-executive Director Fees
Non-Executive Directors receive a fixed fee for their participation on the Board and sub-committees of the Board. They do
not receive performance-based incentives, but they are eligible, subject to shareholder approval, for the grant of options
with vesting conditions which do not include performance-based criteria.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
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ANGEL SEAFOOD HOLDINGS LTD (ACN 615 035 366) – REMUNERATION REPORT (AUDITED)
Non-Executive Directors fees are determined with an aggregate fee pool limit, which is periodically reviewed for adequacy.
Any increase to the fee pool is submitted to shareholders for approval. There was no change in the fee pool limit during the
year ended 30 June 2020 and the fee pool currently stands at $200,000 per annum, which was the amount approved by
shareholders at the Company’s inaugural Annual General Meeting (AGM) on 24 October 2017.
The annual Non-Executive Director fees were as follows:
Chairman
Non-Executive Directors
2020
$
60,000
40,000
2019
$
50,000
40,000
Fees are shown exclusive of superannuation contributions, at the statutory rate of 9.5%, that are made on behalf of Non-
executive Directors in accordance with the requirements of the Company’s statutory superannuation obligations.
Other benefits and remuneration for additional services
The Company’s Constitution provides that the Board may, subject to the ASX Listing Rules, authorise the provision of other
benefits by the Company to a Director for services as a director or in any other capacity if the Board is satisfied that to do
so is fair to the Company. The Board may also authorise special remuneration to any Director who is or has been engaged
by the Company to carry out work or perform any services which are not in their capacity as a director of the Company or
a related company. A Director may also be reimbursed for reasonable travelling, accommodation and other expenses
incurred in the course of performing duties or exercising powers as a Director.
Executive Remuneration
Executive remuneration comprises elements of fixed remuneration (salary), short-term and long-term incentive plan
components. These are set with reference to the Company’s performance and the market. Fixed remuneration, which
reflects the individual’s role and responsibility as well as their experience and skills, includes base pay and statutory
superannuation. Remuneration at risk is provided through short-term and long-term incentive plan components, linked to
performance measured against operational and financial targets set by the Company. These are designed to achieve
operational and strategic targets for the sustainable growth of the Company and long-term shareholder value.
Executive remuneration components are summarised in the table below:
Element
Delivery
Purpose
Performance metrics
Potential value
Total Fixed
Remuneration
Cash
To attract high calibre executives
and retain them by offering
competitive market salary including
superannuation and other non-
monetary benefits
N/A
Short Term
Incentive (STI)
Cash
Reward for annual performance
based on agreed corporate and
personal performance objectives
Long Term
Incentive (LTI)
Performance
rights or
other equity
instruments
Retention and alignment of
executives to longer term
shareholder value. Award given in
securities to encourage executives
to hold shares in the Company.
Combination of
corporate and
personal performance
measures weighted
50:50
Agreed for each
grant.
Determined through
negotiation with executives,
considering skill and
experience, market factors
and remuneration levels of
comparative group of
companies.
25% of Annual Salary
Agreed for each grant.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
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ANGEL SEAFOOD HOLDINGS LTD (ACN 615 035 366) – REMUNERATION REPORT (AUDITED)
Fixed remuneration
Executives may receive their fixed remuneration as cash, superannuation contributions and non-monetary benefits such as
access to company vehicles, where applicable. Fixed remuneration is reviewed annually, or on promotion taking into
account market data for comparable roles in companies in a similar industry and with similar market capitalisation, and
with the flexibility to take into account capability, experience, value to the organisation and performance of the individual.
In FY 2020, fixed remuneration was increased for the CEO to align his remuneration with comparative roles and increasing
duties in managing the growing Company.
Short-Term Incentive Plan (STI)
The STI plan provides reward for annual performance based on agreed corporate and personal performance objectives.
i) Year ended 30 June 2020
Feature
Maximum
opportunity
Performance
metrics
Description
CEO and CFO: 25% of Annual Salary
STI metrics align with our strategic priorities of grow, operational excellence, shareholder
value and fostering talented and engaged people. The STI metrics are composed of corporate
and personal performance objectives as below:
Performance area
Weight Description
Corporate performance
50%
Corporate metrics are aligned with the strategic priorities
for the Group,
including achievement of business
milestones and attainment of the budget for the relevant
financial year. Corporate performance is assessed based
balanced metrics that include health and safety, sales,
cost
control,
stock management
and business
development.
Individual performance
50%
Targeted metrics relevant to individual roles.
Total
100%
Determination of
Outcomes for FY20
The Board assessed an overall attainment of 35% (17.5% out of 50%) for the corporate
performance metrics for the year ended 30 June 2020. This assessment recognises the
challenges faced by the Group during the financial year, whilst also taking into account and
rewarding the significant effort and progress that was made in overcoming these challenges;
resulting in achievement of year-on-year revenue growth of 16%, a net profit of $252k and
positive operating cash flow in a year of unprecedented circumstances presented by the
COVID-19 pandemic.
STI opportunity and
award for FY20
The following table shows details of the STI opportunity, as a percentage of Annual Salary, for
each of the KMP, and the amounts granted and forfeited for the year ended 30 June 2020.
Name
I Halman
S Matute
Target opportunity
Amount granted
%
25%
25%
Amount
$57,500
$55,000
%
48%
68%
Amount
forfeited
%
52%
32%
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
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ANGEL SEAFOOD HOLDINGS LTD (ACN 615 035 366) – REMUNERATION REPORT (AUDITED)
ii) Financial year ending 30 June 2021
The STI plan for the financial year ending 30 June 2021 (FY21) will be similar to FY20, with each of the KMP having an STI
opportunity 25% of Annual Salary, and performance metrics based on a combination of corporate and individual
performance. The Board has the discretion to make changes to performance metrics, should business priorities change
during the period.
Long-Term Incentives (LTI)
LTI is part of the Company’s remuneration strategy and designed to align the long-term interests of management and
shareholders and assists the Company to attract, motivate and retain executives. In particular, the LTI plan is designed to
provide relevant directors and key employees with an incentive to remain with Angel Seafood and contribute to the future
performance of the Group over the long term.
Following are details of the key components and conditions of the Performance Shares, Performance Rights and Options
comprising the Company’s current LTI schemes.
Performance Shares (Pre-IPO)
Each Performance Share is a share in the capital of the Company and confers on the holder the right to receive notices of
general meetings and financial reports and accounts of the Company that are circulated to Shareholders. A Performance
Share is not transferable and does not entitle the holder to dividends or to vote on any resolutions proposed by the
Company except as otherwise required by law. Full terms of the Performance shares are disclosed in the Company’s
prospectus dated 19 February 2018.
1,000,000 Performance Shares remain on issue to I Halman and will convert into ordinary shares upon each, and all of the
following occurring in the same financial year, by 30 June 2022):
a.
b.
c.
the Company achieving, in relation to its business and assets at the date it is admitted to the Official List of ASX and
the Haslam Assets and Cowell Assets, annual sales revenue, not including fair value adjustment, of at least $8,000,000,
as shown in the Company’s audited financial statements; and
the Company being cash flow positive for the financial year; and
the Company achieving a net profit before tax of at least 2.66 cents earnings per Share assessed against net profit
before tax.
The following table summarises Performance Shares on issue:
Movement for the year ended 30 June 2020
Balance at the beginning of the year
Converted to ordinary shares
Balance at the end of the year
At 30 June 2020
Vested
Unvested
Total
2020
Number
2019
Number
1,000,000
1,500,000
-
(500,000)
1,000,000
1,000,000
-
-
1,000,000
1,000,000
1,000,000
1,000,000
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
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ANGEL SEAFOOD HOLDINGS LTD (ACN 615 035 366) – REMUNERATION REPORT (AUDITED)
Performance Rights (issued under Performance Rights and Options Plan)
Performance Rights are issued to Executives and senior managers within the Group from time to time, pursuant to the
Company’s Performance Rights and Option Plan (PROP), a copy of which is available on the Company’s website at
www.angelseafood.com.au. Vesting for each grant is contingent on the achievement of specific performance hurdles over
an agreed period.
Performance Rights confer rights to ordinary shares of the Group, and when vested convert to ordinary shares on a 1:1
basis. While performance rights do not carry participation rights or entitlements inherent in ordinary shares and are not
transferable; all shares issued upon the vesting and exercise of performance rights rank equally in all respects with other
ordinary shares.
In the prior period, the Company issued Mr S Matute with 1,000,000 Performance Rights under the LTI plan, subject to the
same vesting hurdles as for Performance Shares held by the CEO, Mr I Halman.
The following table summarises the Performance Rights on issued under the PROP:
Movement for the year ended 30 June 2020
Balance at the beginning of the year
Converted during the period
Granted during the period
Balance at the end of the year
At 30 June 2020
Vested
Unvested
Total
Options
Options issued Pre-IPO
2020
Number
2019
Number
1,000,000
4,000,000
(4,000,000)
-
1,000,000
1,000,000
1,000,000
-
-
1,000,000
1,000,000
1,000,000
1,000,000
Options issued to directors and executives prior to IPO are as follows. Full details were disclosed in the Company’s
Replacement Prospectus dated 19 February 2018, a copy of which is available on the Company’s website at
www.angelseafood.com.au.
Movement for the year ended 30 June 2020
Balance at the beginning of the year
Exercised/forfeited during the period
Balance at the end of the year
At 30 June 2020
Vested
Unvested
Total
2020
Number
2019
Number
12,000,000
12,000,000
-
-
12,000,000
12,000,000
12,000,000
12,000,000
-
-
12,000,000
12,000,000
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
23
ANGEL SEAFOOD HOLDINGS LTD (ACN 615 035 366) – REMUNERATION REPORT (AUDITED)
Options issued under current Performance Rights and Options Plan
Options are also issued pursuant to the PROP. The following table summarises the options on issue under the PROP:
Movement for the year ended 30 June 2020
Balance at the beginning of the year
Granted during the period
Balance at the end of the year
At 30 June 2020
Vested
Unvested
Total
2020
Number
2019
Number
1,200,000
-
3,500,000
1,200,000
4,700,000
1,200,000
4,700,000
-
-
1,200,000
4,700,000
1,200,000
E. RELATIONSHIP BETWEEN REMUNERATION AND GROUP PERFORMANCE
The link between incentives to KMP and Group performance is detailed in Section (D) of this report.
Statutory performance indicators
The Board aims to align executive remuneration to the Company’s strategic and business objectives and the creation of
shareholder wealth. The table below shows measures of the Group’s financial performance over the last five years as
required by the Corporations Act 2001. However, these are not necessarily consistent with the measures used in
determining the variable amounts of remuneration to be awarded to KMPs, see Section (D) above. As a consequence, there
may not always be a direct correlation between the statutory key performance measures and the variable remuneration
awarded to executives.
Revenue
EBITDA
Net Profit/(Loss) after tax attributable to members of
the parent entity
Share price at start of year(i)
Share price at end of year
Basic earnings (cents) per share
Diluted earnings (cents) per share
Interim and final dividend
2020
$’000
4,966
1,480
252
$0.20
$0.14
0.19
0.19
N/A
2019
$’000
4,272
1,175
2018(i)
$’000
1,459
(890)
2017(i)
$’000
1,385
(1,118)
305
(1,143)
(1,668)
$0.16
$0.20
0.24
0.22
N/A
$0.20
$0.16
(1.18)
(1.13)
N/A
N/A
N/A
(4.70)
(4.61)
N/A
2016
$’000
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
(i) The Company was incorporated on 27 September 2016 as a proprietary company and was changed to an unlisted public company on 21 April 2017.
Initial listing on the ASX occurred on 21 February 2018. The share price at start of year is based on the value of shares taken up pursuant to the
Prospectus and at initial listing.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
24
ANGEL SEAFOOD HOLDINGS LTD (ACN 615 035 366) – REMUNERATION REPORT (AUDITED)
F. DETAILS OF KEY MANAGEMENT PERSONNEL REMUNERATION
Remuneration for the financial year ended 30 June 2020
FIXED REMUNERATION
VARIABLE REMUNERATION
Salaries
and fees
Super-
annuation
$
$
60,000
40,000
40,000
5,700
3,800
3,800
Non-Executive Directors
T Goldsmith
A Roff
M Porter
Non-Executive Directors
140,000
13,300
Leave(1)
Other
Short term
incentive
(cash)(2)
Perform-
ance shares
and rights(3) Options(3)
$
-
-
-
-
$
-
-
-
-
$
-
-
-
-
$
-
-
-
-
$
28,761
19,173
19,173
Total
$
94,461
62,973
62,973
67,107
220,407
Executives/KMP
I Halman
S Matute
Executives
TOTAL
230,000
220,000
21,850
20,900
23,218
8,052(4)
27,313
45,636
-
356,068
9,906
-
37,125
51,000
62,088
401,019
450,000
42,750
33,124
590,000
56,050
33,124
8,052
8,052
64,438
64,438
96,636
62,088
757,087
96,636
129,195
977,494
Perfor-
mance
related
$
30%
30%
30%
30%
20%
37%
29%
30%
1. Represents annual leave and long service leave entitlements, being the net movement in accrued benefits during the period.
2. Performance based Short Term Incentive with respect to performance for the year ended 30 June 2020.
3. Represents amounts expensed in the Company’s profit and loss during the year for shares, performance shares and rights and share options granted
to Directors and Executives. These amounts are recognised in the profit and loss over the vesting period of each grant in accordance with AASB 2
Share-based Payments.
4. Benefit relating to use of Company vehicle measured in accordance with the Fringe Benefits Tax Assessment Act 1986.
Remuneration for the financial year ended 30 June 2019
FIXED REMUNERATION
VARIABLE REMUNERATION
Salaries
and fees
Super-
annuation
$
$
50,000
40,000
40,000
4,750
3,800
3,800
Non-Executive Directors
T Goldsmith
A Roff
M Porter
Non-Executive Directors
130,000
12,350
Leave(1)
Other
Short term
incentive
(cash)
Perform-
ance shares
and rights(2) Options(2)
$
-
-
-
-
$
-
-
-
-
$
-
-
-
-
$
-
-
-
-
$
-
-
-
-
Executives/KMP
I Halman(3)
S Matute(4)
Executives
TOTAL
180,000
18,430
19,542
-
36,500(3)
810,416
-
1,064,888
72,173
6,833
5,532
30,000
14,438
17,418
37,134
183,528
252,173
25,263
25,074
30,000
50,938
827,834
37,134
1,248,416
382,173
37,613
25,074
30,000
50,938
827,834
37,134
1,390,766
Perfor-
mance
related
Total
$
%
54,750
43,800
43,800
142,350
-
-
-
-
80%
38%
73%
66%
1. Represents annual leave and long service leave entitlements, being the net movement in accrued benefits during the period.
2. Represents amounts expensed in the Company’s profit and loss during the year for shares, performance shares and rights and share options granted
to Directors and Executives. These amounts are recognised in the profit and loss over the vesting period of each grant in accordance with AASB 2
Share-based Payments
I Halman was granted a cash bonus (STI) of $14,000 with respect to performance for the year ended 30 June 2018 (not previously accrued), and a
bonus of $22,500 with respect to performance for the year ended 30 June 2019.
3.
4. S Matute commenced his employment as CFO on 25 February 2019. He was granted a sign-on bonus of $30,000 in accordance with his Executive
Employment Agreement.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
25
ANGEL SEAFOOD HOLDINGS LTD (ACN 615 035 366) – REMUNERATION REPORT (AUDITED)
G. KEY TERMS OF EMPLOYMENT CONTRACTS
Below is a summary of key terms of contracts for Non-Executive Directors and KMP:
Non-executive Directors
The Company has entered into letters of appointment with each Non-Executive Director, which set out the terms and
conditions of their appointment. Directors are subject to the provisions of the Constitution relating to retirement by
rotation and re-election of directors. A Director may terminate their directorship at any time by advising the Board in
writing. The Non-Executive Director Agreements are otherwise made on standard commercial terms and in accordance
with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (3rd Ed).
Non-Executive Directors receive fixed annual remuneration, composed of fees and statutory superannuation payments
where applicable. Further remuneration details are provided in Section (D) of this Remuneration report.
Executive Service Agreements
The table below summarises the key terms of engagement for KMP.
Name
Position
Term of
Agreement
Fixed
remuneration
I Halman
Chief Executive
Officer
Ongoing
$230,000 plus
9.5% super
S Matute
Chief Financial
Officer
Ongoing
$220,000 plus
9.5% super
Incentives
25% STI
Eligible for LTI
25% STI
Eligible for LTI
Notice period
3 months notice to be
given by either party
3 months notice to be
given by either party
The Executive Employment Agreements contain other standard terms and conditions expected to be included in contracts
of their nature.
H. TERM AND CONDITIONS OF SHARE-BASED PAYMENT ARRANGEMENTS
Performance Shares
The terms and conditions of each grant of performance shares affecting the remuneration of Directors and KMPs in the
current and future reporting periods are as follows:
Grant date
8 Feb 2018
Last vesting date
30 Jun 2022
Exercise price
$
Number granted
Value per performance
share at grant
-
1,000,000
0.20
Performance Rights
The terms and conditions of each grant of performance rights affecting the remuneration of Directors and Key Management
Personnel in the current and future reporting periods are as follows:
Grant date
7 May 2019
Last vesting date
30 Jun 2022
Exercise price
$
Number granted
Value per performance
right at grant
-
1,000,000
0.17
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
26
ANGEL SEAFOOD HOLDINGS LTD (ACN 615 035 366) – REMUNERATION REPORT (AUDITED)
Options
The terms and conditions of each grant of share options affecting the remuneration of Directors and KMPs in the current
and future reporting periods are as follows:
Grant date
7 May 2019
Vesting date
25 Feb 2020
Expiry date
25 Feb 2023
30 Mar 2020
30 Mar 2020
30 Mar 2024
Exercise price
$
0.28
0.40
Number granted
1,200,000
3,500,000
Value per option
at grant
0.083
0.019
I.
DIRECTORS AND KEY MANAGEMENT PERSONNEL EQUITY HOLDINGS
Shareholdings
A reconciliation of the number of ordinary shares held by Directors and KMPs, including their personally related parties, in
the Company is set out below:
Balance at
1 Jul 2019
1,940,000
50,000
6,050,000
24,770,210
32,810,210
Market
acquisitions
300,000
66,666
316,000
Off-market
transfers
1,500,000
-
-
-
(1,500,000)
682,666
-
Other
Balance at
30 Jun 2020
-
-
-
-
-
3,740,000
116,666
6,366,000
23,270,210
33,492,876
T Goldsmith
A Roff
M Porter
I Halman
Total
Performance Shares
A reconciliation of the number of performance shares held by Directors and KMPs, including their personally related parties,
in the Company is set out below:
Balance at
1 Jul 2019
1,000,000
1,000,000
Granted
-
-
Performance
shares
converted
-
-
Expired/
Lapsed
Balance at
30 Jun 2020
-
-
1,000,000
1,000,000
Vested
Unvested
-
-
1,000,000
1,000,000
I Halman
Total
Performance Rights
A reconciliation of the number of performance rights held by Directors and KMPs, including their personally related parties,
in the Company is set out below:
Balance at
1 Jul 2019
1,000,000
1,000,000
Granted
-
-
Performance
shares
converted
-
-
Expired/
Lapsed
Balance at
30 Jun 2020
-
-
1,000,000
1,000,000
Vested
Unvested
-
-
1,000,000
1,000,000
S Matute
Total
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
27
ANGEL SEAFOOD HOLDINGS LTD (ACN 615 035 366) – REMUNERATION REPORT (AUDITED)
Options
A reconciliation of the number of options held by Directors and KMPs, including their personally related parties, in the
Company is set out below:
Balance at
1 Jul 2019
Granted
Options
exercised
Expired/
Lapsed
Balance at
30 Jun 2020
Vested
Unvested
T Goldsmith
1,500,000
1,500,000
A Roff
M Porter
I Halman
S Matute
Total
-
1,000,000
2,750,000
1,000,000
1,500,000
1,200,000
-
-
6,950,000
3,500,000
-
-
-
-
-
Not all options were granted as part of KMP remuneration.
-
-
-
-
-
3,000,000
3,000,000
1,000,000
1,000,000
3,750,000
3,750,000
1,500,000
1,500,000
1,200,000
1,200,000
10,450,000
10,450,000
-
-
-
-
-
-
J. OTHER TRANSACTIONS WITH DIRECTORS AND KEY MANAGEMENT PERSONNEL
There have been no transactions with Directors and KMP other than those described in this remuneration report. No loans
were made from the Company to any Director or KMP and no loans were made from Directors or KMP to the Company
during the year ended 30 June 2020 (2019: nil).
Related party transactions
Details of transactions with related parties including KMPs are provided at Note 14 to the financial statements.
-- End of Remuneration Report --
Performance Shares, Performance Rights and Options
Holders of performance shares, performance rights and options do not have any rights to participate in any issue of shares
or other interests of the Company or any other entity.
Performance shares
There were no performance shares issued during the year ended 30 June 2020. (2019: Nil). No shares were issued on
conversion of vested performance shares.
At the date of this report, the unissued performance shares of the Company are as follows.
Classification
Performance shares
Grant date
8 Feb 2018
Expiry date
30 Jun 2022
Consideration
payable ($)
Nil
Number of
options
1,000,000
Each outstanding performance share will, upon satisfaction of vesting conditions, convert to one ordinary share of the
Company.
Performance rights
There were no performance rights issued during the year ended 30 June 2020. (2019: 1,000,000). No shares were issued
on exercise of vested performance rights.
At the date of this report, unissued ordinary shares of the Company under performance rights are as follows.
Classification
Performance rights
Grant date
7 May 2019
Expiry date
30 Jun 2022
Consideration
payable ($)
Nil
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
Number of
options
1,000,000
28
ANGEL SEAFOOD HOLDINGS LTD (ACN 615 035 366) – DIRECTORS’ REPORT
Each outstanding performance rights will, upon satisfaction of vesting conditions and exercise, convert to one ordinary
share of the Company
Options
During the financial year ended 30 June 2020, 3,500,000 options were issued (2019: 1,200,000). No shares were issued on
the exercise of options during the financial year ended 30 June 2020 (2019: nil).
At the date of this report, outstanding options of the ordinary shares of the Company are as follows:
Grant date
20 Apr 2017
8 Feb 2018
8 Feb 2018
Vesting date
20 Apr 2017
8 Feb 2018
8 Feb 2018
7 May 2019
25 Feb 2020
30 Mar 2020
30 Mar 2020
Controlled entities
Expiry date
28 Feb 2021
21 Feb 2022
21 Feb 2022
25 Feb 2023
30 Mar 2024
Exercise price
$
Number granted
0.083
0.20
0.40
0.28
0.40
6,000,000
4,000,000
2,000,000
1,200,000
3,500,000
There have been no options, performance shares or performance rights granted over unissued shares or interests of any
controlled entity within the Group since the end of the reporting period.
For details of options, performance shares and performance rights issued to Directors and executives as remuneration,
refer to the Remuneration Report.
Proceedings on behalf of Company
No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to
which the Company is party for the purpose of taking responsibility on behalf of the Company for all or any part of those
proceedings. The Company was not a party to any such proceedings during the financial year.
Indemnification and Insurance of Officers or Auditor
During the financial year, the Company paid a premium in respect of a contract insuring the Directors of the Company, the
Company Secretary, and all Executive Officers of the Company against a liability incurred as such a director, secretary or
executive officer to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of
the nature of the liability and the amount of the premium.
The Company has not otherwise, during or since the end of the financial year, except to the extent permitted by law,
indemnified or agreed to indemnify an officer or auditor of the Company or of any related body corporate against a liability
incurred as such an officer or auditor.
Audit and Non-Audit Services
The Board of Directors, in accordance with advice from the Audit and Risk Committee, is satisfied that the provision of audit
and non-audit services during the year is compatible with the general standard of independence for auditors imposed by
the Corporations Act 2001. The Directors are satisfied that the non-audit services provided by the auditors during the year
did not compromise the external auditor’s independence. All services provided by the external auditor or associates are
reviewed and approved by the Audit and Risk Committee and/or the Board to ensure they do not adversely affect the
integrity an objectivity of the auditor. The following fees were paid or payable to William Buck and its associates for audit
and non-audit services provided during the year ended 30 June 2020:
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
29
ANGEL SEAFOOD HOLDINGS LTD (ACN 615 035 366) – DIRECTORS’ REPORT
Audit services
Auditing/reviewing the financial statements for Company
Total audit fees
Non-audit Services
- Tax compliance
- Agreed Upon Procedures
Total fees paid to William Buck and associates
2020
$
37,250
37,250
14,250
-
51,500
2019
$
45,341
45,341
-
900
46,241
Auditor’s independence declaration
The auditor’s independence declaration is included on page 31 of the Annual Report.
This Directors’ report is signed in accordance with a resolution of Directors made pursuant to s298(2) of the Corporations
Act 2001.
On behalf of the Directors
Tim Goldsmith
Chairman
26 August 2020
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
30
31Auditor’s Independence Declaration Under Section 307c Of The
Corporations Act 2001 To The Directors Of Angel Seafood Holdings Ltd
I declare that, to the best of my knowledge and belief during the year ended 30 June 2020 there have been:
— no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to
the audit; and
— no contraventions of any applicable code of professional conduct in relation to the audit.
William Buck
ABN: 38 280 203 274
M.D. King
Partner
Dated this 26th day of August, 2020 in Adelaide, South Australia.
31
Angel Seafood Holdings Ltd
Independent auditor’s report to members
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Angel Seafood Holdings Ltd (the Company and its subsidiaries
(the Group)), which comprises the consolidated statement of financial position as at 30 June 2020, the
consolidated statement of profit or loss and other comprehensive income, the consolidated statement
of changes in equity and the consolidated statement of cash flows for the year then ended, and notes
to the financial statements, including a summary of significant accounting policies and other
explanatory information, and the directors’ declaration.
In our opinion, the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i) giving a true and fair view of the Group’s financial position as at 30 June 2020 and of its financial
performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Report section of our report. We are independent of the Group in accordance with the auditor
independence requirements of the Corporations Act 2001 and the ethical requirements of the
Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional
Accountants (including Independence Standards) (the Code) that are relevant to our audit of the
financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with
the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
KEY AUDIT MATTER
Biological assets existence and valuation
Refer also to notes 8(a), 20(c) and 20(q)
How our audit addressed it
The Group’s biological assets consist of
oysters, which are measured at fair value less
costs to sell.
The process of estimating the number and fair
value is complex involving a number of
judgements and estimates regarding various
inputs. Due to the nature of the asset, the
valuation technique includes a model that uses
a number of inputs from internal and external
sources.
Our audit procedures included:
‒ Documenting the processes and assessing
the internal controls relating to the existence
and valuation methodology applied
to
biological assets;
‒ Attending a physical inspection of oyster
leases and grading during the year to
observe and document the process and
related controls;
This area is a key audit matter due to the complex
nature involving a number of judgements and
estimates.
KEY AUDIT MATTER
Carrying value of property, plant and equipment
and intangible assets
Refer also to notes 8(b) 8(c), 20(c), 20(k), 20(l) and 20(m)
As disclosed in Notes 8(b) and 8(c), at 30 June 2020
the Group's balance sheet includes property, plant and
equipment of $7,370,640 and intangible assets of
$7,242,925, which make up one cash generating unit
(CGU). The oyster leases are considered indefinite life
intangible assets.
The assessment of the recoverable amount of the
Group’s property, plant and equipment and intangible
assets requires the exercise of significant judgement
in respect of factors such as discount rates, cash flow
forecasts and economic assumptions, particularly
given the circumstances in relation to the COVID19
pandemic.
The outcome of
this assessment could vary
significantly if different assumptions were applied and
as a result the evaluation of the carrying value of
property, plant and equipment and intangible assets is
a key audit matter.
KEY AUDIT MATTER
Liquidity and capital management
Refer also to note 11
To support its basis of preparation of the financial
statements, the Group has prepared a forecast of its
cash flows, which includes a number of significant
assumptions about sales and production such as
mortality rates, finishing capacity and average sales
price.
The Group’s operations are subject to a number of
operational and environmental risks
to
primary industries and the nature of biological stock
which may ultimately have an impact on the Group’s
cash flows and liquidity. In addition, the COVID19
pandemic has created additional risk and uncertainty
for the Group regarding future cash flows.
As a result, our assessment of liquidity and capital
management as it relates to the basis of preparation of
the financial statements is considered a key audit
matter.
inherent
‒ Reviewing the inputs used in the valuation model by comparing to actual
performance subsequent to reporting date, comparing with historical
performance of the Group and comparing to external data such as
current oyster prices, where external data is available;
‒ Reviewing the historical accuracy of the Group’s assessment of the fair
value of Oysters by comparing to actual outcomes; and
‒ Assessing the adequacy of the related disclosures within the financial
statements.
How our audit addressed it
Our audit procedures included:
‒ A detailed evaluation of the Group’s budgeting procedures (upon which
the forecasts are based) and testing the principles and integrity of the
discounted future cash flow model.
‒ Testing the accuracy of the calculation derived from each forecast model
and we assessed key inputs in the calculations such as revenue growth,
discount rates and working capital assumptions, by reference to the
Board approved forecasts, data external to the Group and our own
views.
‒ Engaging our own valuation specialists when considering
the
appropriateness of the discount rates and the long-term growth rates.
We also considered the adequacy of the Group’s disclosures in relation to
the impairment testing.
How our audit addressed it
We assessed the main assumptions in the Group’s cash flow forecast for at
least 12 months from the date of signing the auditor’s report, by performing
the following procedures, amongst others:
‒ Assessing the reasonableness of assumptions underlying the cash flow
forecast.
‒ Compared actual revenue and cost outcomes for the prior period and
the current year to date to Group forecasts.
‒ Ensuring that all committed capital purchases and debt facility reduction
requirements are taken into consideration.
We evaluated the Group’s potential opportunities for cash conservation as
well as options for raising additional funds.
We also considered the appropriateness of the liquidity risk disclosures
included within the financial statements.
Other Information
The directors are responsible for the other information. The other information comprises the information in the Group’s annual report for
the year ended 30 June 2020, but does not include the financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether
the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be
materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with
Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to
enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud
or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either
intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of these financial statements is located at the Auditing and Assurance Standards
Board website at:
http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf
This description forms part of our independent auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 18 to 28 of the directors’ report for the year ended 30 June 2020.
In our opinion, the Remuneration Report of Angel Seafood Holdings Ltd, for the year ended 30 June 2020, complies with section 300A
of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with
section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit
conducted in accordance with Australian Auditing Standards.
William Buck
ABN: 38 280 203 274
M.D. King
Partner
Dated this 26th day of August, 2020 in Adelaide, South Australia.
ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
The financial statements are presented in
Australian dollars which is the functional
currency of the Group.
Angel Seafood Holding is a company limited by
shares, incorporated and domiciled in Australia.
Its registered office and principal place of
business is:
48 Proper Bay Road
Port Lincoln SA 5606
Australia
A description of the nature of the consolidated
entities operations and its principal activities is
included in the directors’ report on pages 4 to
30, which is not a part of these financial
statements.
Financial statements were authorised for issue
by the Directors of the Company on 26 August
2020. The Directors have the power to amend
and reissue the financial statements.
CONTENTS
Financial statements
Page
Consolidated Statement of Profit or Loss and
Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the financial statements
How the numbers are calculated
Introduction
Segment information
Revenue
Other income
Expenses
Income tax
Financial assets and liabilities
Non-financial assessment and liabilities
Equity
1
2
3
4
5
6
7
8
9
10
Cash flow information
Financial Risk
11
Introduction
Unrecognised items
12
13
14
15
16
17
18
19
20
Commitments, contingencies and guarantees
Events occurring after the reporting date
Other information
Related party disclosures
Share-based payments
Remuneration of auditors
Earnings per share
Parent entity information
Subsidiaries
Summary of significant accounting policies
Directors’ declaration
36
37
38
39
41
42
42
43
43
44
46
48
55
57
59
64
64
66
68
70
71
72
73
73
86
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
35
ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 30 June 2020
Revenue
Fair value adjustment of biological assets
Other income
Cost of biological stock
Employee benefits
Depreciation and amortisation expense
Other expenses
Finance costs
Profit before income tax
Income tax
Profit for the year
Other comprehensive income
Total comprehensive income for the year
Total comprehensive income attributable to:
Members of the Angel Seafood Holdings Limited
Note
3
8(a)
4
8(a)
5
5
5
6
2020
$
4,965,551
1,422,279
1,109,747
2019
$
4,271,916
1,868,307
483,146
(1,287,121)
(888,998)
(2,873,877)
(2,763,503)
(856,949)
(688,911)
(1,856,238)
(1,795,451)
(371,692)
(181,129)
251,700
305,377
-
-
251,700
305,377
-
-
251,700
305,377
251,700
305,377
Earnings per share (EPS)
Basic EPS (cents)
Diluted EPS (cents)
17
17
0.19
0.19
0.24
0.23
The Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with
the accompanying notes, which form an integral part of the financial report.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
36
ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
Consolidated Statement of Financial Position
As at 30 June 2020
Note
2020
$
2019
$
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Biological assets
Other assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Biological assets
Property, plant and equipment
Intangible assets
Other assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Borrowings
Employee benefits
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Borrowings
Employee benefits
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Share Capital
Reserves
Accumulated losses
Total equity attributable to equity holders of the Company
TOTAL EQUITY
7(a)
7(b)
8(a)
8(d)
8(a)
8(b)
8(c)
8(d)
7(c)
7(d)
8(e)
7(d)
8(e)
9(a)
9(b)
1,344,751
592,171
530,237
525,817
4,478,420
3,237,149
-
28,333
6,415,342
4,321,536
754,985
919,720
7,370,640
7,038,786
7,242,925
6,580,356
16,059
24,845
15,384,609
14,563,707
21,799,951
18,885,243
631,441
569,344
2,427,907
2,580,299
380,950
181,854
3,440,298
3,331,497
5,502,011
3,218,319
62,128
30,443
5,564,139
3,248,762
9,004,437
6,580,259
12,795,514
12,304,984
14,936,061
14,923,061
912,524
686,694
(3,053,071)
(3,304,771)
12,795,514
12,304,984
12,795,514
12,304,984
The Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes, which
form an integral part of the financial report.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
37
ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
Consolidated Statement of Changes in Equity
For the year ended 30 June 2020
Balance at 1 July 2019
14,923,061
686,694
(3,304,771)
12,304,984
Share capital
Reserves
Accumulated
losses
Total equity
$
$
$
$
Comprehensive profit for the year
Transactions with owners in their
capacity as owners
Transfers from share-based
payments reserve on issue of shares
Share-based payment expense
recognised
-
-
251,700
251,700
13,000
(13,000)
-
13,000
238,830
225,830
-
-
251,700
-
238,830
490,530
Balance at 30 June 2020
14,936,061
912,524
(3,053,071)
12,795,514
Balance as at 1 July 2018
14,007,061
721,726
(3,610,148)
11,118,639
Comprehensive profit for the year
Transactions with owners in their
capacity as owners:
Transfers from share-based
payments reserve on issue of shares
Share-based payment expense
recognised
Balance at 30 June 2019
-
-
305,377
305,377
916,000
(916,000)
-
916,000
14,923,061
880,968
(35,032)
686,694
-
-
-
-
880,968
881,453
(3,304,771)
12,304,984
The Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes, which
form an integral part of the financial report.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
38
ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
Consolidated Statement of Cash Flows
For the year ended 30 June 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
Government grants
Interest received
Finance costs
Note
2020
$
2019
$
5,151,229
4,116,552
(5,162,245)
(4,401,535)
854,925
-
231,358
7,449
(315,744)
(165,754)
Net cash inflow/(outflow) from operating activities
10
528,165
(211,929)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for oyster lease
Purchase of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Net cash (outflow) from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings
Repayment of borrowings
Repayment of lease liabilities
Payments for borrowing costs
Net cash inflow from financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
(72,822)
(1,729,561)
(751,426)
(4,109,622)
232,511
74,400
(591,737)
(5,764,783)
2,942,729
1,941,145
(896,400)
299,556
-
(642,172)
(190,352)
(26,816)
2,345,885
1,081,805
2,282,313
(4,894,907)
(937,562)
3,957,345
Cash and cash equivalents at the end of the period
7(a)
1,344,751
(937,562)
The Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes, which form
an integral part of the financial report.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
39
ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
NOTES TO THE FINANCIAL STATEMENTS
HOW THE NUMBERS ARE CALCULATED
This section provides additional information about those individual line items in the financial statements that the
directors consider most relevant in the context of the operations of the entity, including:
(a) accounting policies that are relevant for an understanding of the items recognised in the financial statements.
These cover situations where the accounting standards either allow a choice or do not deal with a particular type of
transaction;
(b) analysis and sub-totals, including segment information; and
(c) information about estimates and judgements made in relation to particular items.
Note
How the numbers are calculated
1
2
3
4
5
6
7
8
9
Introduction
Segment information
Revenue
Other income
Expenses
Income tax
Financial assets and liabilities
Non-financial assets and liabilities
Equity
10
Cash flow information
Page
41
42
42
43
43
44
46
48
55
57
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
40
ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
NOTE 1. INTRODUCTION
Angel Seafood Holdings Ltd and its controlled entities (the “Consolidated Group” or “Group”) principle activity is the
growing and sale of oysters.
The consolidated financial statements and notes represent those of Angel Seafood Holdings Ltd and its wholly
controlled entities.
The financial statements were authorised for issue on 30 August 2020 by the Directors of the Company.
Basis of Preparation
These general-purpose financial statements have been prepared in accordance with the Corporations Act 2001,
Australian Accounting Standards and Interpretations of the Australian Accounting Standards Board. The Group is a ‘for-
profit entity’ for financial reporting purposes under Australian Accounting Standards.
Compliance with IFRS
The Consolidated financial statements also comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board.
Historical cost convention
Except for cash flow information, the financial statements have been prepared on an accrual basis and are based on
historical costs, modified, where applicable, by the measurement at fair value of selected current and non-current
assets.
Accounting policies
Material accounting policies adopted in the preparation of these financial statements are presented below and have
been consistently applied unless stated otherwise.
Critical accounting estimates
The directors evaluate estimates and judgements incorporated into the financial statements based on historical
knowledge and best available current information. Estimates assume a reasonable expectation of future events and are
based on current trends and economic data, obtained both externally and within the Group.
Parent entity information
The condensed separate financial information of the parent entity, Angel Seafood Holdings Ltd, has been presented
within this financial report in Note 18.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
41
ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
NOTE 2. SEGMENT INFORMATION
The Group has one operating segment, being the multi-bay operations in South Australia that include oyster nursery
and grow out operations in Cowell, and conditioning and finishing in Coffin Bay.
All of the Group’s activities are interrelated and financial information is reported to the Board (Chief Operating
Decision Maker) encompassing the results of the Group on a consolidated basis, consistent with the presentation of
the results in the statutory consolidated financial statements.
NOTE 3. REVENUE
The Group’s revenue is from the sales of oysters.
Revenue from sales of oysters
Total revenue
Geographical distribution of sales
Revenue from sales of oysters
- Australia
- Asia
Total revenue
2020
$
4,965,551
4,965,551
2019
$
4,271,916
4,271,916
2020
$
2019
$
4,733,702
4,215,456
231,849
56,460
4,965,551
4,271,916
59% of the Group’s sales in Australia were attributable to 2 major customers, each with more than 10% of the Group’s
revenue (2019: 85% from 2 customers).
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
42
ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
NOTE 4. OTHER INCOME
R&D Incentive
Export development grant
COVID-19 support (Jobkeeper and Cashflow Boost)
Government Grants
Net gain from disposal of assets
Interest income
Sundry income
Total other income
NOTE 5. EXPENSES
The result for the period was derived after charging the following items:
Employee benefits:
Salaries and wages
Directors fees
Short term incentive payments
Superannuation
Leave entitlements
Oncosts
Share-based payments
2020
$
783,086
25,500
230,000
1,040,586
6,419
437
62,305
1,109,747
2019
$
475,698
-
-
475,698
-
7,448
-
483,146
2020
$
2019
$
1,904,233
1,339,794
140,000
96,932
198,940
179,400
115,542
238,830
130,000
46,938
139,630
83,564
142,609
880,968
Total employee benefits and oncosts
2,873,877
2,763,503
Depreciation and amortisation:
Depreciation
Amortisation
Total depreciation and amortisation
Other expenses include the following:
Repairs and maintenance costs
Freight and cartage
Audit fees
Consultancy costs
781,188
75,761
856,949
325,142
274,054
37,250
280,493
684,495
4,416
688,911
219,576
220,947
46,241
328,596
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
43
NOTE 6. INCOME TAX
a)
Income Tax expense
Current tax expense
Deferred tax expense
Total tax benefit
ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
2020
2019
b)
Numerical reconciliation of income tax to accounting profit/(loss):
Profit/(loss) from continuing operations before tax
Tax (expense)/benefit at Australian tax rate of 27.5%
(69,217)
Tax effect of amounts that are not deductible/(taxable) in
calculating taxable income:
- R&D Tax incentive
- Share-based payments
- Research and development expenses
- Under provision in prior periods
- Other allowances
236,661
(65,678)
(233,908)
(49,330)
118,735
- Unrecognised losses from prior periods brought to account
62,738
$
-
-
-
2020
$
251,700
$
-
-
-
2019
$
305,377
(83,979)
130,817
(240,683)
(154,467)
(218,290)
117,955
448,647
Income tax benefit
-
-
c) Deferred tax balances
Deferred tax assets
Lease liabilities
Employee benefit provisions
Accruals
Other deductible allowances
Tax losses
Total deferred tax assets
Deferred tax liabilities
Biological assets
Property plant and equipment
Intangible assets
Total deferred tax liabilities
2020
$
532,178
121,846
6,201
245,720
546,890
2019
$
446,600
58,382
5,775
356,204
644,765
1,452,835
1,511,726
(1,249,170)
(120,344)
(83,321)
(858,043)
(653,683)
-
(1,452,835)
(1,511,726)
Net deferred tax balance
-
-
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
44
ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
Movement in net deferred tax balance
Opening balance
Movement credited to profit and loss
Closing balance
2020
$
-
-
-
2019
$
-
-
-
d) Tax losses and unrecognised temporary differences
Due to inherent uncertainty surrounding forward forecasts in the primary industry, and therefore the Group’s ability
to fully utilise tax losses in the future, a deferred tax asset on tax losses has only been recognised to the extent that it
offsets deferred tax liabilities. The tax losses and temporary differences for which no deferred tax assets have been
recognised are as follows:
Available tax losses for which no deferred tax asset is
recognised
Potential tax benefit at 27.5%
Net deductible temporary differences for which no deferred
tax asset has been recognised
Potential tax benefit at 27.5%
2020
$
2019
$
3,921,331
1,078,366
2,651,081
729,047
-
-
-
-
The taxation benefits of utilised tax losses and temporary differences not brought to account will only be obtained if:
-
-
-
the entities forming the consolidated entity derive assessable income of a nature and an amount sufficient for
tax losses and future deductions to be offset against;
the entities continue to comply with the condition for utilisation of tax losses imposed by law; and
no change in tax legislation affecting the availability and utilisation of losses.
Significant estimate and judgement - deferred tax assets
Judgements and estimates are required when determining the recognition and measurement of deferred tax asset.
The Group has recognised a deferred tax asset in relation to unused tax losses and deductible temporary differences
only to the extent that this offsets deferred tax liabilities due to the inherent uncertainty surrounding forecasting
taxable income in primary industries, and therefore the Group’s ability to fully utilise tax losses.
The utilisation/recognition of tax losses in future periods will be recognised as a tax benefit in those future periods.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
45
ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
NOTE 7: FINANCIAL ASSETS AND LIABILITIES
a) Cash and cash equivalents
Cash at bank
i)
Reconciliation to cash flow statements
Cash and cash equivalents as stated above
Bank overdraft (working capital facility)
Cash and cash equivalents per cash flow statement
2020
$
1,344,751
1,344,751
2020
$
1,344,751
2019
$
530,237
530,237
2019
$
530,237
-
(1,467,799)
1,344,751
(937,562)
The Working Capital Facility was restructured during the year and is no longer considered a part of cash and cash
equivalents. The balance of the working capital facility as at 30 June 2020 was $1,521,799 (Note 7(d)).
b) Trade and other receivables
Current
Trade receivables
GST receivable
R&D Tax Incentive
Other receivables
2020
$
127,908
29,140
370,000
65,123
592,171
2019
$
252,379
25,511
244,339
3,588
525,817
The receivables at reporting date have been reviewed to determine whether there is any objective evidence that any
of the receivables are impaired. An allowance for credit loss is included for any receivable where the entire balance is
not considered collectible. No allowance for credit loss is required as of 30 June 2020 (2019: Nil).
Additional Information in relation to financial risks concerning or with a potential impact on financial assets and
liabilities is disclosed in Note 11 – Financial Risk Management.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
46
ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
c) Trade and other payables
Current
Trade creditors and accruals
Other payables
2020
$
429,855
201,586
631,441
2019
$
336,292
233,052
569,344
Trade and other payables are unsecured, non-interest bearing and are normally settled within 30 days. The carrying
amounts are considered to be a reasonable approximation of fair value.
d) Borrowings
Current
Secured liabilities
Bank loan facility (Working Capital Facility)
Bank loan facility (Business Expansion Loan)
Vendor finance liabilities
Lease liabilities and asset finance
Unsecured liabilities
Vendor finance liabilities
Non-current
Secured liabilities
Bank loan facility (Business Expansion Loan)
Lease liabilities and asset finance
i. Bank Facilities
2020
$
2019
$
1,521,799
242,096
300,000
364,032
-
2,427,907
2,625,000
2,877,011
5,502,011
1,467,799
441,145
337,031
82,424
251,900
2,580,299
1,500,000
1,718,319
3,218,319
The Group has two revolving credit facilities with National Australia Bank (NAB); a Working Capital Facility of $2 million,
and Business Expansion loan facility for $2.925 million. Both facilities are secured by a first claim over the Oyster leases.
Interest is incurred on the drawn down portion of these facilities at a floating interest rate. As at 30 June 2020 the
interest rate on these facilities was 4.06% (2019: 4.87%).
Working Capital Facility – $2 million
This is a revolving loan facility, subject to an annual review at the anniversary date. The facility was restructured during
the year and extended in April 2020 to include COVID-19 support. Repayment terms will be fixed at the next review
date, 13/11/2020.
Business Expansion Loan Facility – $2.925 million
The loan facility limit (or balance, if the facility has been fully drawn) will reduce by $75,000 every quarter starting on
31 August 2020, until 30 November 2022 when the facility expires. At 30 June 2020 the balance for this facility was
$2,867,076 of which $242,096 has been classified as current, and $2,625,000 as non-current.
ii.
Vendor Finance Loans
The Group acquires oyster leases and other operating assets on deferred payments arrangements (Vendor financing).
Such arrangements are individually negotiated with each vendor and where security is required, are secured by the
respective assets acquired in that transaction. The balance of $300,000 as at 30 June 2020 was repayable on 1 July
2020.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
47
ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
NOTE 8. NON-FINANCIAL ASSETS AND LIABILITIES
a) Biological assets
Live Oysters
Oyster stock (at cost)
Oyster stock (fair value adjustment)
Total biological stock
Statement of Financial Position classification:
Current
Non-current
Total biological stock
2020
$
2019
$
690,968
4,542,437
1,036,711
3,120,158
5,233,405
4,156,869
4,478,420
754,985
5,233,405
3,237,149
919,720
4,156,869
The closing balance includes a fair value adjustment of $4,542,437 (2019: $3,120,158)
The biological assets disclosed as a current asset are oysters that will be available to sell in the next 12-months (i.e. an
adequate size for sale).
Reconciliation of biological assets
Stock value at the beginning of the year
Purchases/additions
Cost of biological stock (sales and mortality)
Net movement in fair value adjustment
Total biological stock
2020
$
4,156,869
941,378
(1,287,121)
1,422,279
5,233,405
2019
$
1,462,753
1,714,807
(888,998)
1,868,307
4,156,869
Significant estimates and judgements – Valuation of biological stock
Management value oysters held for sale at their fair value less costs to sell in accordance with AASB141 Agriculture.
Estimated fair values are based on estimated selling prices observed in the industry and other relevant factors that
ultimately impact fair value. Where there are no observable prices, management may determine a fair price based
on certain deductions made on the closest comparable prices. These estimates may vary from net proceeds
ultimately achieved.
There is inherent uncertainty in the biomass estimate and resultant fair valuation of the Biological assets. This is
common to all such valuations and best practice methodology is used to facilitate reliable estimates. The estimated
fair value of oyster inventory is based on a stock lifecycle model developed internally by the Group which
incorporates various key assumptions to simulate stock growth which are regularly reviewed and updated. These
assumptions include anticipated:
- Oyster prices less cost to sell
- Mortality rates
-
-
Spawning cycles
Seasonal growth rates
Actual growth will invariably differ to some extent, which is monitored along with mortality rates during periodic
physical grading and harvest counts. Perpetual stock records are then adjusted and reconciled following the
completion of each periodic physical count.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
48
ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
Fair value hierarchy
AASB 13 Fair Value Measurement requires the disclosure of fair value information by level of the fair value hierarchy,
which categorises fair value measurements into one of three possible levels based on the lowest level than an input
that is significant to the measurements can be categorised into as follows:
Level 1
Level 2
Unadjusted quoted prices in active markets for identical assets or liabilities that the entity can
access at the measurement date.
Inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly or indirectly.
Level 3
Unobservable inputs for the asset or liability.
The fair values of assets and liabilities that are not traded in an active market are determined using one or more
valuation techniques. These valuation techniques maximise to the extent possible, the use of observable market
data. If all significant inputs required to measure fair value are observable, the asset or liability is included at Level
2. If one or more significant inputs are not based on observable market data, the asset or liability is included in Level
3.
Valuation techniques
The Group selects a valuation technique that is appropriate in the circumstances and for which sufficient data is
available to measure fair value. The availability of sufficient and relevant data primarily depends on the specific
characteristics of the asset or liability being measured. The valuation techniques selected by the Group are
consistent with one or more of the following valuation approaches:
i. Market approach uses prices and other relevant information generated by market transactions for identical
or similar assets or liabilities.
ii.
Income approach converts estimated future cash flows or income and expenses into a single discounted
present value.
iii.
Cost approach reflects the current replacement cost of an asset at its current service capacity.
Each valuation technique requires inputs that reflect the assumptions that buyers and sellers would use when
pricing the asset or liability, including assumptions about risk. When selecting a valuation technique, the Group
gives priority to those techniques that maximise the use of observable inputs and minimise the use of unobservable
inputs. Inputs that are developed using market data (such as publicly available information on actual transactions)
and reflect the assumptions that buyers and sellers would generally use when pricing the asset or liability are
considered observable, whereas inputs for which market data is not available and therefore are developed using
the best information available about such assumptions are considered unobservable.
The Group’s valuation of Biological Assets is considered to be Level 2 in the fair value hierarchy. A gain of $1,422,279
(2019: $1,868,307) has been recognised in the profit and loss as to measure the biological assets at fair value.
There were no transfers between levels of the fair value hierarchy during the year.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
49
ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
b) Property plant and equipment
Land and
buildings
$
Oyster lease
infrastructure
$
Plant and
equipment
$
Assets under
construction
$
Total
$
At 1 July 2020
Cost
2,482,936
3,512,064
2,281,538
Accumulated depreciation
(31,544)
(666,560)
(539,648)
-
-
8,276,538
(1,237,752)
Net book amount
2,451,392
2,845,504
1,741,890
-
7,038,786
Financial year ended 30 June 2020
Opening net book amount
2,451,392
2,845,504
1,741,890
- 7,038,786
Additions
Disposals
Depreciation
45,559 692,311 360,230
205,451 1,303,551
(102,560)
- (87,949)
(48,187)
(408,496) (324,505)
- (190,509)
- (781,188)
Closing net book amount
2,346,204
3,129,319
1,689,666
205,451
7,370,640
At 30 June 2020
Cost
2,425,935
4,204,375
2,553,819
205,451
9,389,580
Accumulated depreciation
(79,731) (1,075,056) (864,153)
- (2,018,940)
Net book amount
2,346,204
3,129,319
1,689,666
205,451
7,370,640
At 1 July 2018
Cost
1,067,028
797,140
1,638,195
489,609
3,991,972
Accumulated depreciation
(2,188)
(203,667)
(374,849)
-
(580,704)
Net book amount
1,064,840
593,473
1,263,346
489,609
3,411,268
Financial year ended 30 June 2019
Opening net book amount
1,064,840
593,473
1,263,346
489,609
3,411,268
Additions
Disposals
Transfers
Depreciation
1,415,908
2,225,315
704,310
-
(33,520)
-
-
4,345,533
(33,520)
489,609
-
(489,609)
-
(29,356)
(462,893)
(192,246)
-
(684,495)
-
-
Closing net book amount
2,451,392
2,845,504
1,741,890
-
7,038,786
At 30 June 2019
Cost
2,482,936
3,512,064
2,281,538
Accumulated depreciation
(31,544)
(666,560)
(539,648)
-
-
8,276,538
(1,237,752)
Net book amount
2,451,392
2,845,504
1,741,890
-
7,038,786
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
50
ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
Right-of-use assets
Property, plant and equipment includes right-of-use assets of $521,499 in relation to leased equipment at 30 June
2020 for which a depreciation charge of $75,893 was recognised during the financial year ended 30 June 2020. The
right-of-use assets are encumbered as security for lease liabilities of $495,233. At 30 June 2019, property, plant and
equipment included finance lease assets of $202,256, which were encumbered as security for finance lease liabilities
of $176,748.
Assets pledged as security for borrowings
Plant and equipment includes $716,224 of assets pledged as security under asset finance arrangements.
Significant estimates and judgments - recoverability of property, plant and equipment
The Group assesses impairment at the end of each reporting period by evaluating conditions specific to the Group
that may be indicative of impairment (impairment indicators). If impairment indicators are noted, management
performs an impairment assessment by comparing recoverable value (higher of value in use and fair value less cost
to sale) of assets to their carrying values, at the individual asset level or for the respective cash generating unit (CGU).
Where the carrying value of an asset or CGU exceeds its recoverable value, an impairment loss is recognised to reduce
the carrying value to the recoverable value.
COVID-19 was declared a global pandemic in March 2020 and resulted in restrictions on social gatherings and
businesses that impacted traditional channels to market, and the economy at large. An impairment assessment was
undertaken for the CGU and it was concluded that the carrying values of property plant and equipment are
recoverable. Refer to Note 8(c) below for more disclosures on the impairment assessment.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
51
ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
c)
Intangible Assets
At 1 July 2019
Cost
Accumulated amortisation
Net book amount
Financial year ended 30 June 2020
Net book amount at the beginning of the year
AASB16 transition adjustments
Additions
Disposals
Amortisation
Net book amount at end of year
At 30 June 2020
Cost
Accumulated amortisation
Net book amount
At 1 July 2018
Cost
Accumulated depreciation
Net book amount
Financial year ended 30 June 2019
Net book amount at the beginning of the year
Additions
Disposals
Amortisation
Net book amount at end of year
At 30 June 2019
Cost
Accumulated amortisation
Net book amount
Oyster
leases
$
Other
intangible
assets
$
Total
$
6,569,699
22,323
6,592,022
-
(11,666)
(11,666)
6,569,699
10,657
6,580,356
6,569,699 10,657 6,580,356
232,809 - 232,809
698,094 - 698,094
(188,073) (4,500) (192,573)
(75,093) (668) (75,761)
7,237,436
5,489
7,242,925
7,312,529
17,823
7,330,353
(75,093)
(12,334) (87,427)
7,237,436
5,489
7,242,925
2,734,149
22,323
2,756,472
-
(7,250)
(7,250)
2,734,149
15,073
2,749,222
2,734,149
3,898,050
(62,500)
15,073
2,749,222
-
-
3,898,050
(62,500)
-
(4,416)
(4,416)
6,569,699
10,657
6,580,356
6,569,699
22,323
6,592,022
-
(11,666)
(11,666)
6,569,699
10,657
6,580,356
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
52
ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
Oyster leases include right-of-use assets of $2,016,237 at 30 June 2020, for which an amortisation charge of $75,093
was recognised during the half year period. The balance at 30 June 2019 included leases previously classified as
finance lease of $1,803,250. Oyster leases are pledged as security for respective lease liabilities and bank facilities
(Note 7(d)).
Significant estimates and judgements - Impairment testing of intangible assets with indefinite lives
For intangible assets with a finite life, at the end of each reporting period, management assess whether there are
any indications that an asset may be impaired (i.e. its carrying amount may be higher than its recoverable amount).
COVID-19 was declared a global pandemic in March 2020 and resulted in restrictions on social gatherings and
businesses that impacted traditional channels to market, and the economy at large.
For intangible assets with an indefinite life, for impairment testing purposes, the Group identifies its cash generating
unit (CGU) which is the smallest identifiable group of assets that generate cash inflows largely independent of the
cash inflows of other assets of the Group.
Oyster leases are considered to be intangible assets with indefinite useful lives on the basis of reasonable expectation
that they can be renewed at the end of each lease period for the foreseeable future. Consequently, Oyster leases are
not amortised but are tested for impairment each reporting period in accordance with AASB 136 Impairment of
Assets. Management have determined that there is one CGU.
The recoverable amount of the CGU is determined based on value in use. Value in use is calculated using a discounted
cash flow model covering a four-year period with an appropriate terminal growth rate used to calculate a terminal
value for the CGU at the end of that four-year period, with the following key inputs.
Terminal value growth rate
Post tax discount rate
2020
%
1.5
11.4
2019
%
2.5
12.6
Given uncertainties in the current COVID-19 pandemic environment and the wide range of possible outcomes, the
Group used probability weighted scenarios in calculating value in use and determined that the recoverable value of
the CGU exceeds the carrying value of the assets.
The COVID-19 pandemic is still unfolding globally and there is no certainty as to how far and until when the pandemic
will remain. The pandemic and actions/restrictions imposed to combat the pandemic may have further adverse
impacts on assumptions beyond those foreseen by management and could result in the recoverable value of the
CGU being lower than the carrying value of assets in the future.
At each reporting date the Directors review intangible assets for impairment. No impairment was assessed as
necessary in 2020 (2019: Nil).
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
53
ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
d) Other assets
Current
Prepayments
Non-current
Borrowing costs
Deposits
e) Employee benefits provisions
Current
Annual leave provision
Short term incentive
Non-current
Long service leave provision
2020
$
-
-
15,059
1,000
16,059
2020
$
280,780
100,170
380,950
2019
$
28,333
28,333
23,845
1,000
24,845
2019
$
134,916
46,938
181,854
62,128
62,128
30,443
30,443
The current portion for this provision includes the total amount accrued for annual leave entitlements. Based on past
experience, the Group does not expect the full amount of annual leave classified as current liabilities to be settled within
the next 12 months. However, these amounts must be classified as current liabilities since the Group does not have an
unconditional right to defer the settlement of these amounts in the event employees wish to use their leave
entitlement.
The non-current portion for this provision includes amounts accrued for long service leave entitlements that have not
yet vested in relation to those employees who have not yet completed the required period of service.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
54
ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
NOTE 9. EQUITY
a) Share capital
Issued and fully paid ordinary shares
Share issue costs
2020
SHARES
131,985,763
2019
SHARES
131,849,640
2020
$
16,822,853
2019
$
16,809,853
(1,886,792)
(1,886,792)
14,936,061
14,923,061
i. Movements in share capital (excluding share issue costs)
Year ended 30 June 2020
Opening balance
Issue of new shares:
Equity settled remuneration
Closing balance
Year ended 30 June 2019
Opening balance
Issue of new shares:
Equity settled remuneration
Closing balance
ii.
Ordinary shares
NUMBER
OF SHARES
AVERAGE
ISSUE PRICE
$
131,849,640
136,123
0.096
131,985,763
TOTAL
$
16,809,853
13,000
16,822,853
125,577,900
15,893,853
6,271,740
0.146
916,000
131,849,640
16,809,853
The holders of ordinary shares are entitled to participate in dividends and the proceeds on winding up of the Company.
On a show of hands at meetings of the Company, each holder of ordinary shares has one vote in person or by proxy,
and upon a poll each share is entitled to one vote.
The Company does not have authorised capital or par value in respect of its shares.
iii.
Options
For information relating to share options issued to key management personnel during the financial year, refer to the
Remuneration Report.
iv.
Capital management
The key objectives of the Company when managing capital is to safeguard its ability to continue as a going concern and
maintain optimal benefits to stakeholders. The Company defines capital as its equity and net debt.
The Company manages its capital structure and makes funding decisions based on the prevailing economic environment
and has a number of tools available to manage capital risk. These include maintaining a diversified debt portfolio, the
ability to adjust the size and timing of dividends paid to shareholders and the issue of new shares.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
55
ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
b) Reserves
Share-based payments reserve
i. Movements in reserves
Year ended 30 June 2020
Opening balance
Share-based payments expense
Transfer to share capital on issue of shares
Closing balance
Year ended 30 June 2019
Opening balance
Share-based payments expense
Transfer to share capital on issue of shares
Closing balance
ii. Share-based payments reserve
2020
$
912,524
912,524
2019
$
686,694
686,694
Share-based
payment reserve
$
686,694
238,830
(13,000)
912,524
721,726
880,968
(916,000)
686,694
Total
$
686,694
238,830
(13,000)
912,524
721,726
880,968
(916,000)
686,694
This reserve records, in accordance with AASB 2 Share-based Payments, the allocated fair value at grant date of share
rights that have been granted and remain outstanding at the reporting date. The value determined is recognised evenly
over the financial years in which services are provided as specified by the performance period for each grant of share
options or rights, subject to subsequent revision of the number of share rights expected to vest and the number that
ultimately vest. The recognised value of share rights that vest and are exercised is transferred to share capital on the
issue of shares.
The specific details of each tranche of options, performance rights and performance shares on issue are detailed in Note
15.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
56
ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
NOTE 10. CASH FLOW INFORMATION
a) Reconciliation of net profit/(loss) for the year to net cash flow from operating activities:
Profit for the year
Cash flows excluded from profit attributable to operating
activities
Non-cash flows in profit:
- amortisation
- depreciation
- finance costs
- (gain)/ loss on sale of fixed assets
- share-based payments
2020
$
251,700
2019
$
305,377
75,761
781,188
50,262
(6,419)
238,830
4,416
684,495
109,877
21,619
880,968
- (gain) on revaluation of biological assets
(1,422,279)
(1,868,307)
Changes in assets and liabilities:
- (increase) in trade and other receivables
- decrease/ (increase) in capitalised borrowing costs
- (increase)/decrease in biological assets
- increase in trade and other payables
- increase in employee benefits
Cashflows from operations
Non-cash financing and investing activities
(66,354)
8,786
374,075
11,835
230,780
(276,016)
(27,333)
(573,909)
396,382
130,502
528,165
(211,929)
The following investing and financing activities did not have a direct impact on the current year cash flows:
Initial recognition of ROU assets
Purchases of assets under vendor finance arrangements
Purchases of assets under lease arrangements
2020
$
145,271
480,000
395,136
1,020,407
2019
$
-
589,400
1,632,000
2,221,400
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
57
ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
FINANCIAL RISK
This section of the notes discusses the Group’s exposure to various risks and shows how these could affect the
Group’s financial position and performance.
Note
11
Financial Risk
Financial Risk Management
Page
59
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
58
ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
NOTE 11. FINANCIAL RISK MANAGEMENT
The Group’s financial instruments consist mainly of deposits with banks, accounts receivable and payable, lease
liabilities and related party loans.
The totals for each category of financial instruments, measured in accordance with AASB 9: Financial Instruments as
detailed in the accounting policies to these financial statements, are as follows:
Financial assets at amortised cost
Cash and cash equivalents
Trade and other receivables
Financial liabilities at amortised cost
Trade and other payables
Borrowings
a) Financial Risk Management Policies
2020
$
1,344,751
592,171
2019
$
530,237
525,817
1,936,922
1,056,054
631,441
7,929,918
8,561,359
569,344
5,798,618
6,367,962
The Board and the Board’s Audit and Risk Committee are responsible for managing financial risk exposures of the Group.
The Board monitors the Group’s financial risk management policies and exposures and approves financial transactions
within the scope of its authority. It also reviews the effectiveness of internal controls relating to counterparty credit
risk, liquidity risk and interest rate risk. The Audit and Risk Committee reports to the Board and minutes of the
Committee’s meetings are reviewed by the Board.
The Company’s overall risk management strategy seeks to assist the Consolidated Group in meeting its financial targets,
while minimising potential adverse effects on financial performance.
b) Specific financial risk exposures and management
The main risks the Group is exposed to through its financial instruments are liquidity risk, credit risk, and market risk
consisting of interest rate risk. There have been no substantive changes in the types of risks the Group is exposed to,
how these risks arise, or the Board’s objectives, policies and processes for managing or measuring the risks from the
previous period.
Angel Seafood Holdings Ltd & Controlled Entities does not actively engage in the trading of financial assets for
speculative purposes.
The principal categories of financial instruments used by the Group are:
i.
ii.
iii.
iv.
Trade receivables
Cash at bank
Trade and other payables
Borrowings, comprising bank facilities, lease liabilities and vendor finance
Risk exposure and mitigation strategies for specific risks faced are described below:
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
59
ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
I.
Liquidity risk
Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise
meeting its obligations related to financial liabilities. The Group manages this risk through the following mechanisms:
v.
preparing forward-looking cash flow analyses in relation to its operating, investing and financing activities;
vi. monitoring undrawn credit facilities;
vii.
obtaining funding from a variety of sources;
viii. maintaining a reputable credit profile;
ix. managing credit risk related to financial assets;
x.
xi.
only investing surplus cash with major financial institutions; and
comparing the maturity profile of financial liabilities with the realisation profile of financial assets.
The Group’s ability to continue operating its business and execute its business plan over time will depend on its ability
to generate free cash flow, to raise funds for operations and growth activities, and to service, repay or refinance debts
as they fall due. The Group’s operations are subject to a number of operational and environment risks inherent to
primary industries and the nature of biological stock which may ultimately have an impact on the Group’s cash flows
and liquidity. The Group considers that it has both internal and external options to manage Group liquidity should need
arise, including raising additional funding through debt and/or equity.
a) Financing arrangements
At 30 June 2020, the Company has access to the following undrawn revolving credit facilities:
Bank loan – Working Capital Facility
Bank loan – Business Expansion Facility
2020
$
478,201
57,924
536,126
2019
$
532,201
58,855
591,056
The working capital facility has a limit of $2,000,000 (2019: $2,000,000), of which $1,521,799 was drawn down at 30
June 2020 (2019: $1,467,799). Funds may be drawn at anytime until 20 August 2020 and repaid at any time without
notice. The facility is renewed annually subject to a review by the bank.
The Business Expansion facility has a limit of $2,925,000 of which $2,867,076 was drawn as at 30 June 2020. The limit
(or balance, if the facility has been fully drawn) will reduce by $75,000 every quarter starting on 31 August 2020, until
30 November 2022 when the facility expires.
b) Maturity of financial liabilities
The table below reflects an undiscounted contractual maturity analysis for financial liabilities (excluding bank revolving
facilities that have no fixed cash flow profiles).
Less than 6
months
$
Between
6-12 months
$
Between
1-2 years
$
Between
2-5 years
$
Total
contractual
cash flow
Carrying
amount
$
30 June 2020
Non-derivatives
Trade creditors and other
631,441
-
-
-
631,441
631,441
Borrowings
Vendor finance
300,000 - - -
300,000
300,000
Lease and asset finance liabilities 108,993
229,707
509,773
2,458,344
3,306,817
3,241,044
Total non-derivatives
1,040,434
229,707
509,773
2,458,344
4,238,258
4,172,485
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
60
ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
Less than 6
months
$
Between
6-12 months
$
Between
1-2 years
$
Between
2-5 years
$
Total
contractual
cash flow
Carrying
amount
$
30 June 2019
Non-derivatives
Trade creditors and other
569,344
-
Borrowings
Vendor finance
479,713
112,968
-
-
-
569,344
569,344
-
592,681
588,931
Lease and asset finance liabilities
119,357
99,355
209,208
1,718,522
2,146,442
1,800,743
Total non-derivatives
1,168,414
212,323
209,208
1,718,522
3,308,467
2,959,018
The group does not have any Financial Guarantees to external parties.
II.
Credit risk
Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties of
contract obligations that could lead to a financial loss to the Group.
Credit risk is managed through the maintenance of procedures (such as the utilisation of systems for the approval,
granting and renewal of credit limits, regular monitoring of exposures against such limits and monitoring of the financial
stability of significant customers and counterparties), ensuring to the extent possible that customers and counterparties
to transactions are of sound credit worthiness. Such monitoring is used in assessing receivables for impairment. Credit
terms are generally 14 to 30 days from the invoice date.
Credit risk is also minimised through investing surplus funds in financial institutions that maintain a high credit rating,
or in entities that the Audit and Risk Committee or Board has otherwise assessed as being financially sound. Where the
Group is unable to ascertain a satisfactory credit risk profile in relation to a customer or counterparty, the risk may be
further managed through taking trade deposits from prospective customers, title retention clauses over goods or
obtaining security by way of personal or commercial guarantees over assets of sufficient value which can be claimed
against in the event of any default.
Credit Risk Exposures
The Group’s main exposure to credit risk is in relation to receivables and deposits placed with financial institutions or
suppliers. Trade receivables consist of a small number of customers. Ongoing credit evaluation is performed on the
financial condition of accounts receivable.
Management considers that all the financial assets that are not impaired for each of the reporting dates under review
are of good credit quality, including those that may be past due.
Amounts are considered as 'past due' when the debt has not been settled, within the terms and conditions agreed
between the Group and the customer or counter party to the transaction. Receivables that are past due are assessed
for impairment by ascertaining solvency of the debtors and are provided for where there is objective evidence indicating
that the debt may not be fully repaid to the Group.
As at 30 June 2020, there were no receivables that were past due (2019: Nil) and there were no expenses recognised
during the financial year then ended for the write-off of receivables or provision for doubtful debts (2019: Nil).
All the Groups bank balances are held with National Australia Bank (NAB) which has a Standard & Poors (S&P) credit
rating of ‘AA-‘.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
61
ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
III. Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes
in market prices.
(i) Interest rate risk
Exposure to interest rate risk arises on financial assets and financial liabilities recognised at the end of the reporting
period whereby a future change in interest rates will affect future cash flows or the fair value of fixed rate financial
instruments. The Group is also exposed to earnings volatility on floating rate instruments. The financial instruments
that expose the Group to interest rate risk are limited to cash and cash equivalents.
Interest rate risk is managed using a mix of fixed and floating rate debt. At 30 June 2020, 55% of the Group debt is
subject to a floating rate (2019: 54%).
The Group also manages interest rate risk by ensuring that, whenever possible, payables are paid within any pre-agreed
credit terms.
The net effective variable interest rate borrowings (i.e. unhedged debt) expose the Group to interest rate risk, which
will impact future cash flows and interest charges and is indicated by the following floating interest rate financial
liabilities:
Non-derivative Floating rate liabilities
Bank loan facility (Working Capital Facility)
Bank loan facility (Business Expansion Loan)
(ii) Group sensitivity to interest rates
2020
$
1,521,799
2,867,076
4,388,874
2019
$
1,467,799
1,941,145
3,408,944
Based on the floating rate financial liabilities and assets held by the Group at 30 June 2020, the following table shows
the sensitivity of the Group’s results to potential changes in the interest rate.
Increase/(decrease) in profit after tax
Interest rate 1% higher
Interest rate 1% lower
Impact on equity (other than accumulated losses)
Interest rate 1% higher
Interest rate 1% lower
2020
$
(37,188)
37,188
2019
$
(17,108)
17,108
-
-
-
-
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
62
ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
UNRECOGNISED ITEMS
This section of the financial statements provides information about items that are not recognised in the financial
statements as they do not yet satisfy recognition criteria.
Note
12
13
Unrecognised items
Commitments, Contingencies and other guarantees
Events occurring after the reporting date
Page
64
64
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
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ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
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NOTE 12. COMMITMENTS, CONTINGENCIES AND OTHER GUARANTEES
The Group holds oyster leases under non-cancellable operating leases expiring within six months to five years. The
leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are
renegotiated.
From 1 July 2019, the Group has recognised right-of-use assets and corresponding lease liabilities for these leases,
except for short-term and low-value leases, see note 7(d) and note 20(w) for further information.
Commitments for minimum lease payments in relation to non-cancellable
operating leases are payable as follows:
Within 1 year
Later than 1 year but no later than 5 years
2020
$
2019
$
-
-
-
109,257
232,743
342,000
The Group does not have any capital commitment, contingent liabilities and has not provided any guarantees.
NOTE 13. EVENTS OCCURRING AFTER THE REPORTING DATE
The following events occurred subsequent to the reporting date have not been accounted for in the financial
statements:
Extension of Hank lease and option to purchase
In July 2020, the Company successfully negotiated an extension to the lease of its key Hank water holdings in Coffin Bay
by two years to November 2023. The option to purchase has similarly been deferred for two years, providing additional
cash flow flexibility for at least two years before completing the purchase.
COVID-19 Update
While restrictions have been progressively eased in most states around Australia, there has been a second wave of the
pandemic in Victoria, and New South Wales remains on high alert. Stage 3 restrictions were announced for metropolitan
Melbourne on 7 July 2020; and were upgraded to Stage 4 restrictions, while regional Victoria entered Stage 3
restrictions, on 2 August 2020.
The Company’s operations are in South Australia (Eyre Peninsula) and are continuing as normal. The Company remains
on high alert for new outbreaks; however, there has been no significant change in circumstances beyond the likely
scenarios that were contemplated at the balance sheet date.
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OTHER INFORMATION
This section of the notes includes other information that must be disclosed to comply with the accounting standards
and other pronouncements, but that is not immediately related to individual line items in the financial statements.
Note
14
Unrecognised items
Related party disclosures
15
16
17
18
19
20
Share-based payments
Remuneration of auditors
Earnings per share
Parent entity financial information
Subsidiaries
Summary of significant accounting policies
Page
66
68
70
71
72
73
73
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NOTE 14. RELATED PARTY DISCLOSURES
a) Ultimate parent
Angel Seafood Holdings Limited is the ultimate holding company of the Group.
b) Subsidiaries
Interests in subsidiaries are set out in Note 19.
c) Key Management Personnel
Any person(s) having authority and responsibility for planning, directing and controlling the activities of the entity,
directly or indirectly, including any director (whether executive or otherwise) of that entity, are considered key
management personnel (KMP). Detailed remuneration disclosures are provided in the Remuneration Report.
Remuneration paid to KMP of the Group for the year is as follows:
Short term employee benefits
Post-employment benefits
Other long-term benefits
Share-based payments
2020
$
687,278
56,050
8,335
225,831
977,494
2019
$
486,335
37,613
1,850
864,968
1,390,766
Short-term employee benefits
These amounts include fees and benefits paid to the non-executive Chairman and non-executive directors as well as all
salary, paid leave benefits, fringe benefits and cash bonuses awarded to executive directors and other KMP.
Post-employment benefits
These are company contributions to superannuation funds of the respective KMP.
Other long-term benefits
These amounts represent long service leave benefits accruing during the year.
Share-based payments
These amounts represent the expense related to the participation of KMP in equity-settled benefit schemes as
measured by the fair value of the options, rights and shares granted on grant date.
Further information in relation to KMP remuneration can be found in the Remuneration Report.
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d) Transactions with other related parties:
Transactions with related parties, other than KMP in their capacity as KMP, are set out below:
Purchases of goods and services
Michael Porter (1)
Salaries and wages
K Halman (2)
C Goldsmith (3)
Interest expense
2020
$
2019
$
-
2,500
56,524
-
106,360
3,545
56,524
112,405
(1) Michael Porter provided consulting services to the Group in addition to his role as a Non-Executive Director.
(2) Kady Halman is the spouse of Isaac Halman and is employed in the business under a commercial employment
relationship.
(3) Claire Goldsmith is a close family member to Tim Goldsmith, Non-Executive Chairman, and was temporarily
employed by the business under a commercial employment relationship.
e) Outstanding balances arising from transaction with related parties
There were no balances arising from transactions with related parties, apart from employee entitlements in relation to
related parties that are employees of the Group.
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NOTE 15. SHARE-BASED PAYMENTS
a) Types of share-based payment plans
The Group has a Performance Rights and Option Plan in existence which forms an important part of a comprehensive
remuneration strategy for the Company’s Directors and employees, and aligns their interests with those of
shareholders by linking rewards to the long term success of the Company and its financial performance.
Measurement
All goods and services received in exchange for the grant of any share-based payment are measured at their fair values.
Where employees are rewarded using share-based payments, the fair values of employees’ services are determined
indirectly by reference to the fair value of the equity instruments granted. This fair value is appraised at the grant date
and excludes the impact of non-market vesting conditions (for example profitability and earnings per share growth
targets and performance conditions).
All share-based remuneration is ultimately recognised as an expense in profit or loss with a corresponding credit to
share-based payment reserve. If vesting periods or other vesting conditions apply, the expense is allocated over the
vesting period, based on the best available estimate of the number of share rights expected to vest. Non-market vesting
conditions are included in assumptions about the number of share options or rights that are expected to become
exercisable. Estimates are subsequently revised if there is any indication that the number of share options or rights
expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is recognised in the current
period. No adjustment is made to any expense recognised in prior periods if share options or rights ultimately exercised
are different to that estimated on vesting. Upon exercise of share options or rights, the proceeds received and the
accumulated amount in the share options or rights reserve applicable to those share options or rights, net of any directly
attributable transaction costs, are allocated to share capital.
Other ‘non-employee’ share-based payments arrangements
The Group may also issue equity instruments as settlement for goods and services provided by external parties. In these
case, the equity instruments are measured with reference to the value of the goods and/or services provided.
b) Summary and movement of options on issue
The table below summarises the number, weighted average exercise prices and movements in Options on issue
during the financial year:
Balance at the beginning of the year
Granted during the year
Balance at the end of the year
2020
2019
Weighted
average
exercise
price ($)
0.1842
Number of
options
13,200,000
Weighted
average
exercise
price ($)
0.1746
Number of
options
12,000,000
0.4000
3,500,000
0.2800
1,200,000
0.2294
16,700,000
0.1842
13,200,000
Vested and exercisable at end of the year
0.2294
16,700,000
0.1746
12,000,000
Each option is convertible into one ordinary share. There are no voting or dividend rights attached to the options.
Voting and dividend rights will attach to the ordinary share when the options have been exercised.
Options granted during the year will vest upon completion of the service condition. Refer to Remuneration Report.
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Share options outstanding at the end of the financial year have the following expiry dates and exercise prices:
Grant date
20 Apr 2017
8 Feb 2018
8 Feb 2018
7 May 2019
30 Mar 2020
Expiry date
28 Feb 2021
21 Feb 2022
21 Feb 2022
25 Feb 2023
30 Mar 2024
Exercise price ($)
0.0833
0.2000
0.4000
0.2800
0.4000
2020
Number
6,000,000
2019
Number
6,000,000
4,000,000
4,000,000
2,000,000
2,000,000
1,200,000
1,200,000
3,500,000
-
16,700,000
13,200,000
Weighted average remaining contractual life of options outstanding at the end
of the year
1.8 years
2.7 years
Fair value of options granted
For the options granted during the current financial year, the valuation model inputs used to determine the fair value
at the grant date are as follows:
Exercise
Grant date
price ($)
30-Mar-20
0.40
(1) Expected volatility is based on the historical market share prices for the Group and selected peer companies over a
12-month period prior to the grant date.
Expected
volatility(1)
62%
Dividend
yield
-
Expiry date
30-Mar-24
Risk free
interest
rate
0.44%
Fair value
at grant
date
0.0192
Share price
at grant
date($)
0.096
c) Summary and movement of performance shares and rights
Balance at the beginning of the year
Granted during the year
Exercised and converted to shares
Balance at the end of the year
Vested and exercisable at end of the year
No performance rights were issued during the year.
2020
Number
2,000,000
-
-
2019
Number
5,500,000
1,000,000
(4,500,000)
2,000,000
2,000,000
-
-
Vesting of the 2,000,000 performance rights and shares outstanding at 30 June 2020 is subject to the following
performance hurdles all being achieved in a single financial year up to and including the financial year ending 30 June
2022 as determined by the audited financial statements:
-
-
-
annual sales revenue of at least $8 million (excluding fair value adjustments);
a positive cash flow for the financial year; and
a net profit before tax of greater than or equal to $0.0266 earnings per share.
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d) Expenses arising from share-based payments transactions
Total expenses arising from share-based payments transactions recognised during the financial year were as follows:
Recognised in profit and loss
Employee Share Scheme
- Share options
- Performance shares and rights
- Ordinary shares granted
Total employee benefits
Other equity settled transactions
Total share-based payments expense
2020
$
2019
$
129,195
96,635
13,000
238,830
-
37,134
827,834
16,000
880,968
-
238,830
880,968
NOTE 16. REMUNERATION OF AUDITORS
During the financial year the following fees were paid or payable for services provided by the auditors of the Group,
its related practices.
Audit services
Auditing/reviewing the financial statements for Company
Total audit fees
Non-audit Services
- Tax compliance
- Agreed Upon Procedures
Total fees paid to William Buck and associates
2020
$
37,250
37,250
14,250
-
51,500
2019
$
45,341
45,341
-
900
46,241
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NOTE 17. EARNINGS PER SHARE
Earnings/(loss) per share
Basis earnings/(loss) per share
Diluted earnings/(loss) per share
a)
Reconciliation of earnings used in calculating basic and diluted earnings per share
Basic earnings/(loss)
Profit/(loss) attributable to ordinary shareholders of the
Group used in calculating basic earnings/(loss) per share
Diluted earnings/(loss)
Profit/(loss) attributable to ordinary shareholders of the
Group used in calculating diluted earnings/(loss) per share
2020
Cents
2019
Cents
0.19
0.19
0.24
0.23
2020
$
2019
$
251,700
305,377
251,700
305,377
b) Weighted average number of shares used as denominator to calculate basic and diluted earnings per share
Weighted average number of ordinary shares used in
calculating basic earnings per share
Weighted average number of dilutive options outstanding
Weighted average number of ordinary shares used in
calculating diluted earnings per share
2020
$
2019
$
131,906,327
127,935,682
2,430,000
3,436,923
134,336,327
131,372,605
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NOTE 18. PARENT ENTITY FINANCIAL INFORMATION
The individual financial statements of the parent entity, Angel Seafood Holdings Limited, prepared on the same basis as
the consolidated financial statements, show the following aggregate amounts.
2020
$
2019
$
22,512
252
13,402,824
13,470,034
13,425,336
13,470,287
49,806
27,077
-
-
49,806
27,077
13,375,530
13,443,210
14,936,061
14,923,061
983,233
686,294
(2,543,764)
(2,166,145)
13,375,530
13,443,210
(638,768)
(1,134,901)
-
-
(638,768)
(1,134,901)
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Equity
Share capital
Reserves
Accumulated losses
Total equity
Loss after income tax for the year
Other comprehensive income
Total comprehensive income for the year
Contingent liabilities
The parent entity did not have any contingent liabilities as at 30 June 2020.
Contractual commitments
The parent entity did not have any contractual commitments as at 30 June 2020.
Guarantees
The parent entity has provided a guarantee and indemnity for the Group’s loan facility with the National Australia
Bank.
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NOTE 19. SUBSIDIARIES
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in
accordance with the policy for consolidation set out in Note 20.
Angel Oysters Australia Pty Ltd
Angel Seafood Infrastructure Pty Ltd
Percentage of equity interest
held by the Group
Principal place of business
Port Lincoln, SA, Australia
Port Lincoln, SA, Australia
2020
100%
100%
2019
100%
100%
The subsidiaries listed above have share capital consisting solely of ordinary shares which are held directly by the Group.
The proportion of ownership interests held equals the voting rights held by the Group. Each subsidiary’s principle place
of business is also its country of incorporation.
NOTE 20. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Principles for consolidation
The consolidated financial statements incorporate all of the assets, liabilities and results of the parent (Angel Seafood
Holdings Ltd) and all of the subsidiaries (including any structured entities). Subsidiaries are entities the parent controls.
The parent controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the
entity and has the ability to affect those returns through its power over the entity. A list of the subsidiaries is provided
in Note 19.
The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group from
the date on which control is obtained by the Group. The consolidation of a subsidiary is discontinued from the date that
control ceases. Intercompany transactions, balances and unrealised gains or losses on transactions between Group
entities are fully eliminated on consolidation. Accounting policies of subsidiaries have been changed and adjustments
made where necessary to ensure uniformity of the accounting policies adopted by the Group.
Business combinations
Business combinations occur where an acquirer obtains control over one or more businesses.
A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities
or businesses under common control. The business combination will be accounted for from the date that control is
obtained, whereby the fair value of the identifiable assets acquired and liabilities (including contingent liabilities)
assumed is recognised (subject to certain limited exemptions).
When measuring the consideration transferred in the business combination, any asset or liability resulting from a
contingent consideration arrangement is also included. Subsequent to initial recognition, contingent consideration
classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent
consideration classified as an asset or liability is remeasured in each reporting period to fair value, recognising any
change to fair value in profit or loss, unless the change in value can be identified as existing at acquisition date.
All transaction costs incurred in relation to business combinations, other than those associated with the issue of a
financial instrument, are recognised as expenses in profit or loss when incurred.
The acquisition of a business may result in the recognition of goodwill or a gain from a bargain purchase.
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NOTE 20. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES (CONTINUED)
Income Tax
b.
The income tax expense (income) for the year comprises current income tax expense (income) and deferred tax expense
(income).
Current income tax expense charged to profit or loss is the tax payable on taxable income for the current period. Current
tax liabilities (assets) are measured at the amounts expected to be paid to (recovered from) the relevant taxation
authority using tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting
period.
Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the
year as well as unused tax losses.
Current and deferred income tax expense (income) is charged or credited outside profit or loss when the tax relates to
items that are recognised outside profit or loss or arising from a business combination.
Except for business combinations, no deferred income tax is recognised from the initial recognition of an asset or liability
where there is no effect on accounting or taxable profit or loss.
Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset
is realised, or the liability is settled, and their measurement also reflects the manner in which management expects to
recover or settle the carrying amount of the related asset or liability. With respect to non-depreciable items of property,
plant and equipment measured at fair value and items of investment property measured at fair value, the related
deferred tax liability or deferred tax asset is measured on the basis that the carrying amount of the asset will be
recovered entirely through sale. When an investment property that is depreciable is held by the entity in a business
model whose objective is to consume substantially all of the economic benefits embodied in the property through use
over time (rather than through sale), the related deferred tax liability or deferred tax asset is measured on the basis that
the carrying amount of such property will be recovered entirely through use.
Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is
probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.
Where temporary differences exist in relation to investments in subsidiaries, branches, associates and joint ventures,
deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can
be controlled and it is not probable that the reversal will occur in the foreseeable future.
Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net
settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets
and liabilities are offset where:
i.
ii.
a legally enforceable right of set-off exists; and
the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on
either the same taxable entity or different taxable entities where it is intended that net settlement or
simultaneous realisation and settlement of the respective asset and liability will occur in future periods
in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.
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NOTE 20. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES (CONTINUED)
c. Fair Value of Assets and Liabilities
The Group measures some of its assets and liabilities at fair value on either a recurring or non-recurring basis, depending
on the requirements of the applicable Accounting Standard.
Fair value is the price the Group would receive to sell an asset or would have to pay to transfer a liability in an orderly
(i.e. unforced) transaction between independent, knowledgeable and willing market participants at the measurement
date.
As fair value is a market-based measure, the closest equivalent observable market pricing information is used to
determine fair value. Adjustments to market values may be made having regard to the characteristics of the specific
asset or liability. The fair values of assets and liabilities that are not traded in an active market are determined using
one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable
market data.
To the extent possible, market information is extracted from either the principal market for the asset or liability (i.e. the
market with the greatest volume and level of activity for the asset or liability) or, in the absence of such a market, the
most advantageous market available to the entity at the end of the reporting period (i.e. the market that maximises the
receipts from the sale of the asset or minimises the payments made to transfer the liability, after taking into account
transaction costs and transport costs).
For non-financial assets, the fair value measurement also takes into account a market participant’s ability to use the
asset in its highest and best use or to sell it to another market participant that would use the asset in its highest and
best use.
The fair value of liabilities and the entity’s own equity instruments (excluding those related to share-based payment
arrangements) may be valued, where there is no observable market price in relation to the transfer of such financial
instruments, by reference to observable market information where such instruments are held as assets. Where this
information is not available, other valuation techniques are adopted and, where significant, are disclosed in the relevant
notes to the financial statements as significant estimates and judgments.
d. Leases
The Group leases/rents oyster leases and plant and equipment. Rental contracts are typically made for fixed periods of
2 to 5 years but may have extension options. Lease terms are negotiated on an individual basis and contain a wide range
of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be
used as security for borrowing purposes.
Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is
available for use by the Group. Each lease payment is allocated between the liability and finance cost. The finance cost
is charged to profit or loss over the lease period to produce a constant periodic rate of interest on the remaining balance
of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset's useful life and the
lease term on a straight-line basis.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net
present value of the lease payments, being fixed payments (including in-substance fixed payments), less any lease
incentives receivable; discounted using the Group’s incremental borrowing rate, being the rate that the Group would
have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with
similar terms and conditions.
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NOTE 20. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES (CONTINUED)
Right-of-use assets are measured at cost comprising the following:
•
•
•
•
the amount of the initial measurement of lease liability;
any payments made at or before the commencement date less any lease incentives received;
any initial direct costs; and
restoration costs
Right-of-use assets are depreciated/amortised over the period that the Group has the right of use, or the expected
useful life of the asset, and are included in the asset categories that the respective assets would be classified if they
were owned by the Company.
e. Revenue and other income
Revenue is measured based on the consideration specified in a contract with a customer. Revenue from the sale of
goods and a corresponding receivable is recognised at the point of delivery of goods to the customer as this corresponds
to the transfer of control and ownership. At this point, the Group's right to consideration is deemed unconditional, as
only the passage of time is required before payment of that consideration is due. There is no significant financing
component in revenue because sales (which include those with volume discounts) are made within a credit term of 15
to 45 days.
Interest revenue is recognised using the effective interest method.
All revenue is stated net of the amount of goods and services tax (GST).
f. Trade and other receivables
Trade and other receivables include amounts due from customers for goods sold and services performed in the ordinary
course of business. Receivables expected to be collected within 12 months of the end of the reporting period are
classified as current assets. All other receivables are classified as non-current assets.
Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost using
the effective interest method, less any allowance for credit loss; which is calculated using the simplified approach.
g. Trade and other payables
Trade and other payables represent the liabilities for goods and services received by the entity that remain unpaid at
the end of the reporting period. The balance is recognised as a current liability with the amounts normally paid within
30 days of recognition of the liability.
h. Finance Costs
Finance costs include all interest-related expenses, other than those arising from financial assets at fair value through
profit or loss. Fees and charges incurred in the syndication of borrowing facilities are capitalised and amortised over the
expected life of the respective facility. The amortisation expense is included in finance costs.
i. Borrowing Costs
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are
capitalised as part of the cost of that asset.
All other borrowing costs are recognised as an expense in the period in which they are incurred.
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NOTE 20. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES (CONTINUED)
j. Goods and Services Tax (GST)
Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the
amount of GST incurred is not recoverable from the Australian Taxation Office (ATO).
Receivables and payables are stated inclusive of GST.
The net amount of GST recoverable from, or payable to, the ATO is included as part of receivables or payables in the
statement of financial position.
Cash flows in the statement of cash flows are included on a gross basis and the GST component of cash flows arising
from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as
operating cash flows.
k. Property, plant and equipment
Each class of property, plant and equipment is carried at cost, where applicable, any accumulated depreciation and
impairment losses.
Property
Property includes freehold land, buildings and other property improvements on the land. Freehold land is carried at
cost less any impairment write down. Land is not depreciated as it is considered to have an indefinite useful life.
Buildings and other property improvements are measured on the cost basis and therefore carried at cost less
accumulated depreciation, and any accumulated impairment. In the event the carrying amount of freehold land and
buildings is greater than the estimated recoverable amount, the carrying amount is written down immediately to the
estimated recoverable amount and impairment losses are recognised in profit or loss. A formal assessment of
recoverable amount is made when impairment indicators are present.
Plant and Equipment
Plant and equipment are measured on the cost basis and therefore carried at cost less accumulated depreciation and
any accumulated impairment. In the event the carrying amount of plant and equipment is greater than the estimated
recoverable amount, the carrying amount is written down immediately to the estimated recoverable amount and
impairment losses are recognised in profit or loss. A formal assessment of recoverable amount is made when
impairment indicators are present.
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NOTE 20. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES (CONTINUED)
k.
Property, plant and equipment (continued)
The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the
recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows
that will be received from the asset’s employment and subsequent disposal. The expected net cash flows have been
discounted to their present values in determining recoverable amounts.
The cost of fixed assets constructed within the Consolidated Group includes the cost of materials, direct labour,
borrowing costs and an appropriate proportion of fixed and variable overheads.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the
item can be measured reliably. All other repairs and maintenance are recognised as expenses in profit or loss during
the financial period in which they are incurred.
Depreciation
The depreciable amount of all fixed assets including buildings and capitalised leased assets, but excluding freehold land,
is depreciated on a straight-line basis over the asset’s useful life to the Consolidated Group commencing from the time
the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period
of the lease or the estimated useful lives of the improvements.
The depreciation rates used for each class of depreciable asset are shown below:
Fixed asset class
Plant and Equipment
Computer Software
Buildings and property improvements
Depreciation rate
5%-50%
25%
2.5%-5%
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting
period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount
is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds
with the carrying amount. These gains and losses are recognised in profit or loss in the period in which they arise.
l.
Intangible Assets
Oyster farm-holdings
Oyster farm-holdings are measured on the cost basis and therefore carried at cost less any accumulated impairment. In
the event the carrying amount of an oyster farm-holding is greater than the estimated recoverable amount, the carrying
amount is written down immediately to the estimated recoverable amount and impairment losses are recognised in
profit or loss. Oyster farm-holdings have indefinite useful lives and an impairment assessment is performed annually
and whenever there is indication that the assets may be impaired.
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ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
NOTE 20. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES (CONTINUED)
l.
Intangible Assets (continued)
The Group’s Government awarded oyster farm-holdings are classified as ‘production leases’ by the Department of
Primary Industries and Regions SA (PIRSA) and are granted for a maximum term of 20 years. Upon the expiry of any
given term, they are renewable for successive terms and the Group considers that the risk of any of its oyster farm-
holdings not being renewed at the end of their current terms to be immaterial. As such, the useful life of the farm-
holdings is considered to be indefinite and no amortisation is applied.
The carrying amount of oyster farm-holdings are reviewed annually by directors to ensure it is not in excess of the
recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows
that will be received from the asset’s employment and subsequent disposal. The expected net cash flows have been
discounted to their present values in determining recoverable amounts.
Amortisation
Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful lives of intangible assets,
other than oyster leases, from the date that they are available for use.
Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
m. Impairment of Non-financial Assets
At the end of each reporting period, the Group assesses whether there is any indication that an asset may be impaired.
The assessment will include the consideration of external and internal sources of information.
If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the
asset, being the higher of the asset’s fair value less costs of disposal and value in use, to the asset’s carrying amount.
Any excess of the asset’s carrying amount over its recoverable amount is recognised immediately in profit or loss.
Intangible assets with indefinite useful lives are tested for impairment at each reporting period.
n. Financial Instruments
Initial recognition and measurement
Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions to
the instrument. For financial assets, this is equivalent to the date that the entity commits itself to either the purchase
or sale of the asset (i.e. trade date accounting is adopted).
Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is classified
“at fair value through profit or loss”, in which case transaction costs are expensed to profit or loss immediately. Where
available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation
techniques are adopted. Trade receivables are initially measured at the transaction price if the trade receivables do not
contain a significant financing component or if the practical expedient was applied.
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ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
NOTE 20. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES (CONTINUED)
n.
Financial Instruments (continued)
Classification and subsequent measurement
Financial liabilities
Financial instruments are subsequently measured at amortised cost; or fair value through profit or loss.
A financial liability is measured at fair value through profit and loss if the financial liability is:
•
a contingent consideration of an acquirer in a business combination to which AASB 3 Business Combinations
applies;
• held for trading; or
•
initially designated as at fair value through profit or loss.
All other financial liabilities are subsequently measured at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating
interest expense in profit or loss over the relevant period. The effective interest rate is the internal rate of return of the
financial asset or liability. That is, it is the rate that exactly discounts the estimated future cash flows through the
expected life of the instrument to the net carrying amount at initial recognition.
Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part
of a designated hedging relationship are recognised in profit or loss.
The change in fair value of the financial liability attributable to changes in the issuer's credit risk is taken to other
comprehensive income and are not subsequently reclassified to profit or loss. Instead, they are transferred to retained
earnings upon derecognition of the financial liability. If taking the change in credit risk in other comprehensive income
enlarges or creates an accounting mismatch, then these gains or losses should be taken to profit or loss rather than
other comprehensive income.
A financial liability is derecognised when it is extinguished (i.e. when the obligation in the contract is discharged,
cancelled or expires). An exchange of an existing financial liability for a new one with substantially modified terms, or a
substantial modification to the terms of a financial liability is treated as an extinguishment of the existing liability and
recognition of a new financial liability. The difference between the carrying amount of the financial liability
derecognised and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed,
is recognised in profit or loss.
Financial assets
Financial assets are subsequently measured at amortised cost, fair value through other comprehensive income; or fair
value through profit or loss. Measurement is on the basis of the contractual cash flow characteristics of the financial
asset and the business model for managing the financial assets.
A financial asset that meets the following conditions is subsequently measured at amortised cost:
•
•
the financial asset is managed solely to collect contractual cash flows; and
the contractual terms within the financial asset give rise to cash flows that are solely payments of principal and
interest on the principal amount outstanding on specified dates.
A financial asset that meets the following conditions is subsequently measured at fair value through other
comprehensive income:
•
•
the contractual terms within the financial asset give rise to cash flows that are solely payments of principal and
interest on the principal amount outstanding on specified dates;
the business model for managing the financial assets comprises both contractual cash flows collection and the
selling of the financial asset.
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ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
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NOTE 20. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES (CONTINUED)
n.
Financial Instruments (continued)
By default, all other financial assets that do not meet the measurement conditions of amortised cost and fair value
through other comprehensive income are subsequently measured at fair value through profit or loss.
The initial designation of the financial instruments to measure at fair value through profit or loss is a one-time option
on initial classification and is irrevocable until the financial asset is derecognised.
A financial asset is derecognised when the holder's contractual rights to its cash flows expires, or the asset is transferred
in such a way that all the risks and rewards of ownership are substantially transferred. On derecognition of a financial
asset measured at amortised cost, the difference between the asset's carrying amount and the sum of the consideration
received and receivable is recognised in profit or loss.
Impairment
A financial asset (or a group of financial assets) is deemed to be impaired if, and only if, there is objective evidence of
impairment as a result of one or more events (a “loss event”) having occurred, which has an impact on the estimated
future cash flows of the financial asset(s).
In the case of financial assets carried at amortised cost, loss events may include: indications that the debtors or a group
of debtors are experiencing significant financial difficulty, default or delinquency in interest or principal payments;
indications that they will enter bankruptcy or other financial reorganisation; and changes in arrears or economic
conditions that correlate with defaults. Impairment of trade receivables is determined using the simplified approach in
AASB 9 which uses an estimation of lifetime expected losses.
For financial assets carried at amortised cost (including loans and receivables), a separate allowance account is used to
reduce the carrying amount of financial assets impaired by credit losses. After having taken all possible measures of
recovery, if management establishes that the carrying amount cannot be recovered by any means, at that point the
written-off amounts are charged to the allowance account or the carrying amount of impaired financial assets is reduced
directly if no impairment amount was previously recognised in the allowance account.
When the terms of financial assets that would otherwise have been past due or impaired have been renegotiated, the
Group recognises the impairment for such financial assets by taking into account the original terms as if the terms have
not been renegotiated so that the loss events that have occurred are duly considered.
o. Functional and presentation currency
The functional currency of each of the Group’s entities is measured using the currency of the primary economic
environment in which that entity operates. The consolidated financial statements are presented in Australian dollars,
which is the parent entity’s functional currency.
p. Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents comprise cash on hand,
demand deposits and short-term investments which are readily convertible to known amounts of cash and which are
subject to an insignificant risk of change in value, and bank overdrafts. Bank overdraft are shown within borrowings, in
current liabilities, in the statement of financial position.
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ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
NOTE 20. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES (CONTINUED)
q. Biological Assets
Biological assets consist of oysters. These assets have been measured at fair value less costs to sell in accordance with
AASB141 Agriculture. Estimated fair values are based on a stock lifecycle model developed by the Group which
incorporates various key assumptions. These assumptions include anticipated:
- Oyster prices less cost to sell
- Mortality rates
-
-
Spawning cycles
Seasonal growth rates
These assumptions are updated regularly, and the fair value increments or decrements are recorded in the statement
of profit or loss and other comprehensive income.
r. Employee Benefits
Short-term employee benefits
Provision is made for the Group’s obligation for short-term employee benefits. Short-term employee benefits are
benefits (other than termination benefits) that are expected to be settled wholly before 12 months after the end of the
annual reporting period in which the employees render the related service, including wages and salaries. Short-term
employee benefits are measured at the (undiscounted) amounts expected to be paid when the obligation is settled.
The Group’s obligations for short-term employee benefits such as wages and salaries are recognised as part of current
trade and other payables in the statement of financial position. The Group’s obligations for employees’ annual leave
and long service leave entitlements are recognised as provisions in the statement of financial position.
Other long-term employee benefits
Provision is made for employees’ long service leave and annual leave entitlements not expected to be settled wholly
within 12 months after the end of the annual reporting period in which the employees render the related service.
Other long-term employee benefits are measured at present value of the expected future payments to be made to
employees. Expected future payments incorporate anticipated future wage and salary levels, durations of service and
employee departures and are discounted at rates determined by reference to market yields at the end of the reporting
period on government bonds that have maturity dates that approximate the terms of the obligations. Any
remeasurements for changes in assumptions of obligations for other long-term employee benefits are recognised in
profit or loss in the periods in which the changes occur.
The Group’s obligations for long-term employee benefits are presented as non-current provisions in its statement of
financial position, except where the Group does not have an unconditional right to defer settlement for at least 12-
months after the end of the reporting period, in which case the obligations are presented as current provisions.
s. Provisions
Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it
is probable that an outflow of economic benefits will result, and that outflow can be reliably measured.
Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the
reporting period.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
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ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
NOTE 20. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES (CONTINUED)
t. Share-based payments
All goods and services received in exchange for the grant of any share-based payment are measured at their fair values.
Where employees are rewarded using share-based payments, the fair values of employees’ services are determined
indirectly by reference to the fair value of the equity instruments granted. This fair value is appraised at the grant date
and excludes the impact of non-market vesting conditions (for example profitability and earnings per share growth
targets and performance conditions).
u. Segment reporting
For management purposes the Group is organised in one operating segment being the production and sale of oysters
in Australia. Financial information of the Group is reported to the Board (Chief Operating Decision Maker) as a single
segment. All material operating decisions are based on analysis of the Group as one segment. The financial results from
this segment are equivalent to the financial statements of the Group as a whole.
v. Comparative figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in
presentation for the current financial year.
Where the Group retrospectively applies an accounting policy, makes a retrospective restatement or reclassifies items
in its financial statements, an additional (third) statement of financial position as at the beginning of the preceding
period in addition to the minimum comparative financial statements is presented.
w. New Accounting Standards and Interpretations
New standard adopted by the Group
The new leasing standard, AASB 16 Leases became applicable for the first time in the current financial reporting period
and the Group had to change its accounting policies and make adjustments as a result of its adoption. The other new
standards and pronouncement did not have any impact on the Group’s accounting policies and did not require
adjustments.
AASB 16 Leases
The group has adopted AASB 16 Leases retrospectively from 1 July 2019 but has not restated comparatives for the 2018
reporting period, as permitted under the specific transitional provisions in the standard. The reclassifications and the
adjustments arising from the new leasing rules are therefore recognised in the opening Statement of Financial Position
on 1 July 2019.
(i) Adjustments recognised on adoption of AASB 16 Leases
On adoption of AASB 16 Leases, the Group recognised lease liabilities in relation to leases which had previously been
classified as ‘operating leases’ under the principles of AASB 117 Leases. These liabilities were measured at the present
value of the remaining lease payments, discounted using an estimate of the Group’s incremental borrowing rate as of
1 July 2019. The weighted average Group’s incremental borrowing rate applied to the lease liabilities on 1 July 2019 was
5%.
The right-of use assets were measured at the amount equal to the lease liability, adjusted by the amount of any prepaid
or accrued lease payments relating to that lease recognised in the Statement of Financial Position as at 30 June 2019.
There were no onerous lease contracts that would have required an adjustment to the right-of-use assets at the date
of initial application.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
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ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
NOTE 20. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES (CONTINUED)
w. New Accounting Standards and Interpretations (Continued)
(i) Adjustments recognised on adoption of AASB 16 Leases (continued)
For leases previously classified as finance leases the Group recognised the carrying amount of the lease asset and lease
liability immediately before transition as the carrying amount of the right of use asset and the lease liability at the date
of initial application. There were no changes to the carrying amount of right of use asset and the liability at the date of
initial application.
Measurement of opening lease liabilities:
Operating lease commitments disclosed as at 30 June 2019
Less: Short term lease (<12 months) not recognised
Less: Impact of discounting
Lease liability recognised on adoption of AASB 16
Add: Finance lease liabilities previously recognised
Total lease liabilities at 1 July 2019
The recognised right-of-use assets relate to the following type of assets:
1 Jul
2019
$
342,000
(45,958)
(63,233)
232,809
1,800,743
2,033,552
Finance lease assets at 30 June 2019
AASB 16 transition adjustment
Right-of-use assets at 1 July 2019
Additions during the year
Amortisation and depreciation
Right-of-use assets at 30 June 2020
Intangible
Assets
$
1,803,250
Plant and
equipment
$
202,256
Total Right of
use assets
$
2,005,506
232,809
-
232,809
2,036,059
145,271
(75,093)
2,106,237
202,256
395,136
(75,893)
521,499
2,238,315
540,407
(150,986)
2,627,736
The change in accounting policies affected the following items on the Statement of Financial Position
Increase in intangible assets – oyster leases
Increase in lease liabilities
1 Jul
2019
$
232,809
232,809
An expense of $31,651 was recognised in the profit and loss for the financial year ended 30 June 2020 in relation to
short term leases for which no right of use assets were recognised.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
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ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
NOTE 20. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES (CONTINUED)
w. New Accounting Standards and Interpretations (continued)
New standards and interpretations not yet adopted by the Group
Accounting Standards issued by the AASB as at 30 June 2020 that are not yet applicable but are relevant to the Group,
including potential impact, are discussed below:
AASB 2019-1 Amendments to Australian Accounting Standards – References to the Conceptual Framework
(applicable for annual reporting periods beginning on or after 1 January 2020)
The Conceptual Framework contains new definition and recognition criteria as well as new guidance on measurement
that affects several Accounting Standards. Where the consolidated entity has relied on the existing framework in
determining its accounting policies for transactions, events or conditions that are not otherwise dealt with under the
Australian Accounting Standards, the consolidated entity may need to review such policies under the revised
framework. At this time, the application of the Conceptual Framework is not expected to have a material impact on the
Group’s consolidated financial statements.
All other new Accounting Standards and Interpretations not yet applicable are not expected to impact the group.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
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ANGEL SEAFOOD HOLDINGS LIMITED (ACN 615 035 366)
30 JUNE 2020
Directors' Declaration
In accordance with a resolution of the Directors of Angel Seafood Holdings Limited, the Directors of the Company
declare that:
1.
the financial statements and notes for the year ended 30 June 2020 are in accordance with the Corporations Act
2001 and:
a.
b.
comply with Accounting Standards, which, as stated in basis of preparation Note 1 to the financial statements,
constitutes explicit and unreserved compliance with International Financial Reporting Standards (IFRS); and
give a true and fair view of the financial position as at 30 June 2020 and of the performance for the year ended
on that date of the Consolidated Group;
2.
in the Directors' opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as
and when they become due and payable; and
3.
the Directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the
Chief Executive Officer and Chief Financial Officer.
Tim Goldsmith
Chairman
Dated this 26th day of August 2020
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
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Angel Seafood Holdings Ltd (ACN 615 035 366)
Additional Information for Listed Companies
The following information is current as at 24 August 2020:
1. Shareholding
131,985,763 fully paid ordinary shares were on issue and quoted on ASX Limited. There were 646 holders
of fully paid ordinary shares. Of these shares, 85,524 shares (12 holders) were employee share plan shares
restricted until 14 December 2021 and 136,123 shares (13 holders) were employee share plan shares
restricted until 30 March 2023.
1,000,000 performance shares (1 holder), 13,200,000 options (9 holders) and 1,000,000 performance rights
are unquoted.
a. Distribution of Shareholders
Category (size of holding)
1 - 1,000
1,001 - 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
Total
Number of Holders of
Ordinary Shares
17
98
121
303
107
646
b. The number of shareholders holding less than marketable parcels is 31.
c. Substantial shareholders as disclosed by notices received by the Company as at 24 August 2020 are:
Shareholder
Isaac Halman, Halman Family Trust & Halman Super Fund *
Bonafide Wealth Management AG & associated entities
Thorney Opportunities Limited & associated entities
Number of
Ordinary Shares
23,270,210
21,090,560
14,520,082
* Comprises 1,000,002 shares held by Isaac Halman, 21,542,425 shares held by Angel Oysters Pty Ltd
ATF Halman Family Trust and 727,783 shares held by Mr Isaac Lee Halman and Mrs Kady Jennifer
Huxley Halman ATF Halman Super Fund
d. Voting Rights
The voting rights attached to each class of equity security are as follows:
Ordinary Shares:
-
Each ordinary share is entitled to one vote when a poll is called, otherwise each member at a meeting
or by proxy has one vote on a show of hands.
Other:
-
Performance shares, performance rights and options do not confer upon the holder an entitlement to
vote on any resolutions proposed by the Company except as required by law.
Angel Seafood Holdings Ltd: Annual Report for the year ended 30 June 2020
87
Angel Seafood Holdings Ltd (ACN 615 035 366)
20 Largest Shareholders – Ordinary Shares
Name
ANGEL OYSTERS PTY LTD
J P MORGAN NOMINEES AUSTRALIA LIMITED
UBS NOMINEES PTY LTD
CITICORP NOMINEES PTY LIMITED
MR MICHAEL RICHARD PORTER + MRS PATRICIA MARY PORTER
MR KIRIL DENNIS BOITCHEFF + MS SUZANNE JANET BOITCHEFF
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
NETWEALTH INVESTMENTS LIMITED
MR BRETT ANTONY WISEMAN + MS LEAH JAYNE WISEMAN
NATIONAL NOMINEES LIMITED
MOLLYGOLD SUPERANNUATION PTY LTD
AJR MANAGEMENT SERVICES PTY LTD
MR CYRIL KOLEFF
TIMOTHY GOLDSMITH + LORRAINE ALYSSA GOLDSMITH
MAUNSELL GLOBAL CORPORATION
MR ISAAC LEE HALMAN + MRS KADY JENNIFER HUXLEY HALMAN
MR SHANE ROBERT JONES
MR ISAAC LEE HALMAN
MR ERWAN NGUYEN
ROWDY & CO PTY LTD
Ordinary Fully
Paid Shares
Held
21,016,109
14,122,417
13,770,082
9,536,045
5,675,000
5,037,750
3,847,514
3,300,976
2,450,000
2,350,000
2,300,000
1,944,600
1,537,500
1,500,000
1,300,207
1,254,099
1,250,000
1,000,002
987,575
840,000
% Held of
Issued
Ordinary
Capital
15.92
10.72
10.43
7.23
4.30
3.82
2.92
2.50
1.86
1.78
1.74
1.47
1.16
1.14
0.99
0.95
0.95
0.76
0.75
0.64
Total
95,019,876
71.99
2. The Company Secretary is Ms Christine Manuel.
3. Registered Office and Principal Place of Business
48 Proper Bay Road
Port Lincoln SA 5606
Ph: 0456 401 272
4. Share Register
Computershare Investor Services – Australia
Level 5, 115 Grenfell Street
Adelaide SA 5000
Ph: (08) 8236 2300 / 1300 850 505
Website: www.computershare.com
5. Securities Exchange Listing
Admitted to the official list of ASX Limited on 21 February 2018. Quoted ordinary shares: AS1
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