Annual Report
2014-2015
ABN 61 094 380 435
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Corporate Directory
Directors
Paul Steere
Independent Non-Executive Chairman
Hagen Stehr AO
Non-Executive Director
Marcus Stehr
Non-Executive Director
Nick Burrows
Independent Non-Executive Director
Paul Robinson
Alternate Non-Executive Director for H Stehr
Company secretary
Wayne Materne
Executives
Principal registered office
in Australia
Share register
Craig Foster
Chief Executive Officer
Wayne Materne
Chief Financial Officer & Company Secretary
Miles Toomey
General Manager – Sales and Marketing
Chester Wilkes
Marine Production Manager
7 North Quay Boulevard,
Port Lincoln SA 5606
Ph: (08) 8621 2900
Fax: (08) 8621 2990
Email: reception@cleanseas.com.au
Boardroom Pty Ltd
Level 12, 225 George Street / GPO Box 3993
Sydney NSW 2000
Ph: 1300 737 760 / +612 9290 9600
Fax: 1300 653 459
Email: enquiries@boardroomlimited.com.au
Auditor
Grant Thornton Audit Pty Ltd
Level 1, 67 Greenhill Road
Wayville SA 5034
Stock exchange listing
Clean Seas Tuna Limited shares are listed
on the Australian Securities Exchange (ASX: CSS)
Website address
www.cleanseas.com.au
Cover
Scorched Hiramasa Kingfish with ssamjang sea spray, created by
Frank Shek of Sydney’s China Doll. Recipe available at
www.hiramasakingfish.com.au.
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Table of Contents
Corporate Directory
Inside Cover
Chairman and Chief Executive’s Report
Directors’ Report
Corporate Governance Statement
Auditor's Independence Declaration
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
Directors’ Declaration
Independent Auditor's Report
Additional Securities Exchange Information
2
7
23
24
25
26
27
28
29
67
68
71
To be a Global Leader in Sustainable and Profitable Bluefin Tuna
Production
Page 1 Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Chairman and Chief Executive’s Report
For the year ended 30 June 2015
On behalf of the Board and management, we are pleased to present the tenth Annual Report of Clean
Seas Tuna Limited (‘Clean Seas’).
In FY15 Clean Seas again delivered both a statutory and an underlying profit as we expanded our
Yellowtail Kingfish business.
The stability in the business comes from-:
dependable biological production through improved fish growth performance, high survival rate,
better planning and consistent quality Kingfish being delivered to our customers;
introduction of a profitable second product line of smaller Kingfish to expand our markets;
growth in our overall market resulting in a 92% increase in sales volumes;
the 76% increase in Kingfish biomass; and
continued support from our customers in promoting our product as a leading sashimi product and
their recognition of the versatility it presents in other cooked forms.
Results for FY15
This year's statutory after tax profit of $4.108 million compares with last year's restated profit of $9.156
million, which included $3.953 million from a prior year AusIndustry Commercial Ready Grant for the
Southern Bluefin Tuna Lifecycle project following completion of the 5 year reporting period.
The FY15 underlying profit before tax of $1.033 million compares with last year's restated underlying
profit of $2.644 million. These amounts are summarised as follows;
Reconciliation – Statutory to Underlying Result
Statutory net profit after tax
Add / (Deduct);
R&D tax incentive refund – Tax expense credit
Capital raising expense – Tax expense
AusIndustry Commercial Ready Deferred Grant
Underlying profit before tax
FY15
$’000
4,108
(3,075)
-
-
1,033
FY14(*)
$’000
9,156
(2,778)
219
(3,953)
2,644
(*) FY14 results restated due to a change in the R&D tax incentive refund accounting treatment.
The reduction in underlying profit is mainly attributable to allowances made by the Company in the
valuation of Kingfish biomass for the costs of re-entering export markets and to cooler than average
Autumn seawater temperatures which resulted in lower fish growth during that period.
The Directors consider the market re-entry costs are largely one-off costs, and that the seasonal impacts
on Biomass growth will tend to normalise over time. The combined impact of these two factors reduced
underlying profit before tax by approximately $2.6 million during the FY15 year.
Page 2
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Chairman and Chief Executive’s Report
For the year ended 30 June 2015
Sales Volumes Increased 92%
Clean Seas increased sales by 92% from 571 tonnes in FY14 to 1,098 tonnes in FY15 and we are currently
selling at a rate close to 1,500 tonnes per annum. We are aiming to expand sales to approximately 2,000
tonnes in FY16 and then further increase to 3,000 tonnes over subsequent years.
Annual Sales
Tonnage (tonnes)
Revenue from Kingfish Sales ($m)
FY15
1,098
$18.185m
FY14
571
$9.917m
%
92%
83%
We have made a strategic decision to undertake a profitable re-entry into broader export markets and the
Company has commenced execution of this strategy in the American and Asian markets.
Sale prices have been stable in most markets as we seek to extend sales in the domestic and European
market. The recent depreciation in the Australian dollar assists with growth in current export markets and
with the re-entry into other markets that the Company has sold to successfully in the past.
Yellowtail Kingfish Branding
Hiramasa Kingfish is our premium brand for our sashimi grade Yellowtail Kingfish. It is well recognised
in the domestic and European restaurant market. A focused effort has been implemented to utilise digital
marketing to reach the leading chefs and frequent diners of high end restaurants. This has been
successful in improving awareness of the versatility and reliability of our Hiramasa Kingfish. The
branding of our packaged product has been refreshed to reflect the improved quality.
We will be introducing a second brand to service export markets in Asia where the Hiramasa brand
creates potential confusion with Japanese varieties of kingfish. Plans for the brand launch are well
advanced.
Our focus to date has been on the restaurant sector through the wholesale fish network. Our growth
plans include the untapped opportunity to enter the high end retail sector. We expect to enter this market
with a smaller sized fish offering in the near future.
Yellowtail Kingfish Biomass Increased 76%
Our biomass increase is in advance of our expansion of sales. The figure below shows the biomass
figures at the end of each financial year. We have invested in building up the biomass to achieve our
strategic goal of expanding the business ultimately to 3,000 tonnes per annum. This expansion to beyond
1,500 tonnes has been achieved without further equity from shareholders. The biomass value has
increased from $17.0 million (1,309 tonnes) in June 2014 to $27.6 million (2,304 tonnes) in June 2015.
Page 3
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Chairman and Chief Executive’s Report
For the year ended 30 June 2015
Biomass at Year End
2500
2000
s
e
n
n
o
T
1500
1000
500
0
YC2015
YC2014
YC2013
YC2012
June 2013
June 2014
June 2015
Survival rates of our Kingfish have continued to exceed expectation with the survival for each of the
current year classes being at the top of best practice and continuing to improve:
Year class 13: 90% survived to harvest.
Year class 14: current survival 95%.
Year class 15: current survival to date 97%.
We have been implementing changes to our fingerling stocking regime strategically to ensure a consistent
size to harvest and to evaluate opportunities to grow a smaller kingfish for the general premium whitefish
market. In 2015 we deferred the intake of a larger number of our fingerlings to later in the season -
around February and March. These fish are performing well and this will assist in evening out our
production and aligning harvest volumes with fresh fish demand.
Biomass growth in FY15 was impacted by cooler Autumn water temperatures than average, resulting in
approximately 100 tonnes less growth than expected.
Southern Bluefin Tuna
The Board has decided to continue the Company’s focus on Yellowtail Kingfish production with a scaled
back R&D investment in tuna propagation.
We will retain approximately eighty Southern Bluefin Tuna broodstock for the option of accelerating the
propagation program at a later stage. The broodstock tuna will be spawned once more in October before
being assessed for their health and reproductive status. In the meantime we will conduct some research
to better understand the cues for managing spawning and egg production.
Page 4
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Chairman and Chief Executive’s Report
For the year ended 30 June 2015
Outlook
Clean Seas’ future focus will be on the following key areas:
the business achieving sales of 3,000 tonnes per annum over coming years to deliver improved
average margins in line with our plans;
continued improvement in fish performance, particularly through lower costs of feed per kilogram
of fish grown;
a further focus on export sales and broadening of our export markets;
capturing the opportunities of warmer water conditions at our available growing sites;
continuous improvement in productivity and cost efficiency;
transforming our focus to a food company, not just a farming company by:
o
o
a concerted focus on new product development of Yellowtail Kingfish forms;
a detailed examination of our business and opportunities once we have harvested the
Yellowtail Kingfish.
delivering the benefits of the investment that we are making in feed and feed management through
the support from the Department of Agriculture.
The Board and management look forward to further success in the development of the Clean Seas
business in FY16 and beyond.
Appreciation
We express our sincere gratitude to our colleagues and stakeholders who have assisted us in turning the
business into a stable Company with tremendous opportunities. These include our suppliers, customers,
consumers, Seafood CRC, Fisheries Research and Development Corporation, South Australian Research
and Development Institute, Flinders University, Department of Agriculture and the University of
Sunshine Coast.
We appreciate the dedication and passion of all our staff in improving the Company and being part of our
journey to bring to the market some of the best eating fish that is eaten around the world at leading
restaurants. We have been particularly appreciative of our customers who have supported us and
continue to spread the word of the excellent eating qualities of our product.
The Board notes that we have continued to strengthen our executive team and management expertise in
the Company. Our most recent addition to our executive team is Mr. Miles Toomey as General Manager
of Sales and Marketing. Miles brings a wealth of experience to our team in marketing and sales planning.
Paul Steere
Chairman
Dr Craig Foster
Chief Executive Officer
Page 5
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Chairman and Chief Executive’s Report
For the year ended 30 June 2015
Chief Executive Succession
Dr Craig Foster, Clean Seas CEO, joined the Company in January 2012 on a four year contract. Craig
has advised the Board that he plans to return to his home in Tasmania in 2016 and does not intend to
renew his contract. The Directors are pleased that Craig has advised the Board he will remain available to
Clean Seas for input on a range of projects and initiatives.
Since he joined the Company in January 2012, Craig has been relentless in the delivery of improved
biological performance and has brought to the Company a high professional standard in aquaculture
management, research and strategy. In addition Craig shepherded the Company through a necessary scale
back and contraction while successfully addressing the biological challenges we faced early on in his
tenure.
In the last year we have seen the fruits of that approach, with improved biological performance. While
aquaculture husbandry will clearly remain a key success factor, the Company is now well placed for the
supply of quality kingfish to support our developing sales reach.
Dr Foster’s contribution cannot be underestimated and he enjoys the Board’s gratitude and the
Company’s appreciation for his service including his future input and support.
We have commenced the search for a Chief Executive Officer who can continue to build on the strengths
of the Company and drive the achievement of our strategic plans for growth.
Paul Steere
Chairman
Page 6
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Directors’ Report
For the year ended 30 June 2015
The Directors of Clean Seas Tuna Limited (‘Clean Seas’) present their Report together with the financial
statements of the Consolidated Entity, being Clean Seas Tuna Limited (‘the Company’) and its Controlled
Entity (‘the Group’) for the for the year ended 30 June 2015.
Directors
The following persons were Directors of Clean Seas during or since the end of the financial year:
• Mr Paul Steere – Chairman;
• Mr Nick Burrows;
• Dr Hagen Stehr;
• Mr Marcus Stehr; and
• Mr Paul Robinson – Alternate Director for Dr Hagen Stehr.
Company Secretary
The following persons were Company Secretary of Clean Seas during or since the end of the financial
year:
• Mr Frank Knight – Retired 22 August 2014; and
• Mr Wayne Materne – Appointed 22 August 2014.
Principal activities
The principal activities of the consolidated Group during the financial year were:
• The propagation of Hiramasa Yellowtail Kingfish, producing fingerlings for sale and growout;
• The growout of Hiramasa Yellowtail Kingfish for harvest and sale; and
• Research and development activities to produce juveniles of Southern Bluefin Tuna.
The Group continues to enhance its operations through new research and world’s best practice
techniques to deliver Hiramasa Yellowtail Kingfish of premium quality.
The Tuna research and development activities of the Group now focus on maintaining SBT broodstock
until sufficient resources are available to further the propagation program in the future.
There have been no significant changes in the nature of these activities during the year.
Review of operations and financial results
The Board and Management of Clean Seas are pleased to report a statutory profit after income tax for the
year of $4.108 million. This compares to $9.156 million in FY14, which included $3.953 million from a
prior year Ausindustry Commercial Ready Grant for the SBT Lifecycle project following completion of
the 5 year reporting period.
Sales volumes increased 92% to 1,098 tonnes;
Significant outcomes of the FY15 year included:
•
• Revenue increased 78% to $18.5 million;
• Continued excellent Yellowtail Kingfish survival rates, health and growth;
• Yellowtail Kingfish biomass at year end increased 76% to 2,304 tonnes;
• A $7million trade finance facility was entered into with Commonwealth Bank of Australia;
Page 7
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Directors’ Report
For the year ended 30 June 2015
• A Research and Development Tax Incentive refund will again be received, which is estimated at $4.6
million;
• Approval by the Federal Government of a $6 million, 3 year Rural Research and Development for
Profit project that will run from FY16 to FY18 and will focus on feed development, feed
management and the interaction between feed and Yellowtail Kingfish; and
• Commencement of litigation against Gibson’s Limited, trading as Skretting Australia, in relation to
taurine deficient feed supplied from FY09 to FY12.
Sales expansion was achieved in the key Australian and European markets with strong sales of fresh
Hiramasa Kingfish to premium markets and continued recognition of the quality of our product.
Clean Seas is also now re-entering the American and Asian markets as part of its growth strategy, with
both fresh and frozen products being targeted at premium market segments. Sales expansion in these
markets, combined with continued growth in our established Australian and European markets, is a key
focus in FY16. Costs associated with market re-entry have been factored into the Live Fish valuation
adopted at June 2015.
Fish husbandry costs increased 69% to $17.4 million, which is directly attributable to the increase in
biomass that was needed to facilitate the sales growth achieved this year and planned for future years.
Other costs also increased for the same reason.
Net Assets increased 9% to $51.9 million, with a 62% increase in the value of Yellowtail Kingfish held for
sale and a reduction in the cash balance to fund this growth being the most significant changes in the
Group’s balance sheet.
A review of the accounting treatment for the Research and Development Tax Incentive refund concluded
that it should be recognised on an accrual basis and that the 15% incentive component should be
recognised as other income while the 30% corporate tax rate component should be recognised as a tax
expense credit. This has necessitated a restatement of the prior year financial statements to ensure
comparability, with this restatement explained more fully in the notes to the Financial Statements.
Research and development activities into Southern Bluefin Tuna continued during the year on a scaled
back basis as detailed last year. Options for the future development of these activities continue to be
under review.
The $6 million, 3 year Rural Research and Development for Profit project commences in FY16 and will
be a key component of measures being taken to improve feed conversion rates while also optimising fish
health and performance. Clean Seas will contribute $150k per annum for the 3 years to this project, while
approximately half of the $6m will be provided by the Federal Government and the balance by various
State Government bodies and other industry participants. The project is being coordinated by the
Fisheries Research and Development Corporation.
The litigation against Gibson’s Limited is in its early stages and follows unsuccessful attempts to reach a
commercial settlement. As noted in the accounts, no amounts have been included for potential
Page 8
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Directors’ Report
For the year ended 30 June 2015
compensation to be received or potential costs in undertaking this litigation. Clean Seas has also reserved
its rights against another feed supplier in relation to this same issue.
The Chairman and Chief Executive’s report contains further information on the operations of the Group
during the year.
Significant changes in the state of affairs
During the year, the following change occurred within the Group:
Bank Working Capital Facility
In May 2015 the Group finalised an agreement with Commonwealth Bank of Australia for provision of a
secured $7.0m Trade Finance Facility which will provide general and transactional funding. This is an
ongoing facility subject to annual review. The facility will be utilised in supporting the next steps in our
development strategy for our Hiramasa Kingfish, in combination with the cash generation from our
Hiramasa sales growth. This facility had been established but remained undrawn as at 30 June 2015.
Dividends
The Directors have resolved that no dividend be payable for the year ended 30 June 2015 (2014: $nil).
Events arising since the end of the reporting period
There are no matters or circumstances that have arisen since the end of the year that have significantly
affected or may significantly affect either:
•
•
•
the entity’s operations in future financial years;
the results of those operations in future financial years; or
the entity’s state of affairs in future financial years.
The Directors note that it has been announced in conjunction with the release of this report that Dr Craig
Foster, Chief Executive Officer of Clean Seas, has advised that he will not renew his contract in early
2016. A search for his successor has commenced and a further announcement will be made at the
appropriate time.
Likely developments, business strategies and prospects
Clean Seas’ focus in FY16 and beyond is to:
•
continue to expand sales in established markets and new markets at prices which reflect a premium
market position;
continue to develop products which capitalise on the premium quality of its Hiramasa Yellowtail
Kingfish;
continue to identify improvements, efficiencies and cost reductions in all stages of the value chain;
continue to develop and produce high quality fish with high survival rates, strong growth rates and
improved feed conversion rates;
consider alternative production locations with more favourable production characteristics; and
continue to assess options for the Company’s intellectual property in Southern Bluefin Tuna.
•
•
•
•
•
Page 9
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Directors’ Report
For the year ended 30 June 2015
Clean Seas has advised that it expects sales volumes in FY16 of approximately 2,000 tonnes, an 82%
increase from the 1,098 tonnes in FY15. Over subsequent years the company expects to further increase
sales to 3,000 tonnes and beyond. The Group has the water leases and licences and hatchery capacity to
produce up to 6,000 tonnes per annum.
Further commentary is provided in the Chairman and Chief Executive’s report.
Information on Directors and Senior Management
Mr Paul Steere – Chairman, Independent Non-Executive Director
Mr Steere was appointed to the Company Board on 20 May 2010 and was appointed Chairman effective
22 May 2012. He is also Chairman of the Remuneration and Nominations Committee and a member of
the Finance, Audit and Risk Management (‘FARM’) Committee.
Mr Steere was Chief Executive of New Zealand King Salmon for 15 years from 1994 to 2009. NZ King
Salmon is the leading aquaculture company in New Zealand and globally the largest Chinook salmon
farmer with an
innovation and
international reputation for quality, service, process/product
professionalism.
Prior to joining NZ King Salmon, Mr Steere served in senior executive roles with the NZ Dairy Board
and a British International Trader, including a range of sole charge stewardship and Directorships.
Mr Steere remains a Director of NZ King Salmon and also holds the following positions:
• Chair of Nelson Airport Limited;
• Government appointed Councillor of the Nelson Marlborough Institute of Technology;
• Trustee of NZ Red Cross Foundation;
• Director of Allan Scott Family Winemakers Limited of Marlborough NZ; and
• Director of Kaynemaile Limited, a company producing unique ring linked curtains for architectural
applications and aquaculture farm netting.
Mr Steere is a member of the New Zealand Institute of Directors.
Dr Hagen Stehr – Non-Executive Director
Appointed to the Company Board at incorporation in September 2000, Dr Stehr holds the position of
founding Director. Dr Stehr was Chairman from September 2000 to December 2009.
Dr Stehr’s extensive knowledge of and experience in the fishing and aquaculture industries are well
documented, having been a co-founder of the world’s first Southern Bluefin Tuna offshore ranching
industry in 1990 and a major player in the Tuna industry since 1960 in Australia and other parts of the
world.
In addition to being a Director of Australian Tuna Fisheries Pty Ltd (a major shareholder in Clean Seas),
Stehr Group Pty Ltd and Sanchez Tuna Pty Ltd, Dr Stehr is currently:
• Chairman of the Australian Maritime and Fisheries Academy (Australian Fisheries Academy Ltd)
since 1997, a major institution for training of fishermen and seafarers; and
• Board member of Primary Industries Skills Council SA Inc
Page 10
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Directors’ Report
For the year ended 30 June 2015
Dr Stehr has previously also held the following positions:
•
• Chair of the South Australian Marine Finfish Farmers Association Inc, the peak body for the sea
Founding member of Australian Bight Seafood in 1971;
farming industry;
• Chairman of the South Australian Fishing and Seafood Industry Training Council for over 20 years,
being the longest serving Chairman;
• Member of the South Australian Government’s Aquaculture Advisory Committee;
•
Founding Board member of the Australian Tuna Boat Owners Association (now Australian
Southern Bluefin Tuna Industry Association Ltd); and
Founder of Fishing Industry House.
•
In 1997 Dr Stehr became a Justice of the Peace and was awarded the Officer of the Order of Australia
(AO) for services to the Seafood Industry.
In 2000 Dr Stehr was awarded the Australian Centenary Medal.
In 2010 Dr Stehr received an honorary doctorate from the University of the Sunshine Coast in
recognition of his internationally significant contribution to sustainable fishing industries.
In 2014 Dr Stehr was awarded the title of Food Ambassador for South Australia by the South Australian
Government.
Mr Marcus Stehr - Non-Executive Director
Mr Stehr was appointed to the Company Board on incorporation in September 2000. He is also a
member of the FARM Committee and the Remuneration and Nominations Committee.
Mr Stehr’s technical qualifications include Master Class 4 Fishing/Trading Skippers certificates, MED 1
and Dive Master certificates. Commercial qualifications include business management courses spanning
post graduate studies in Business and completion of the Company Director’s Course. He is a Graduate
Member of the Australian Institute of Company Directors.
Mr. Stehr has accumulated 25 years hands on experience in marine finfish aquaculture operations
encompassing Tuna, Kingfish and Mulloway.
In addition to being a Director of Australian Tuna Fisheries Pty Ltd (a major shareholder in Clean Seas),
Stehr Group Pty Ltd and Sanchez Tuna Pty Ltd, Mr Stehr makes a strong contribution to the Australian
fishing and aquaculture industries as:
• Board member of the Australian Southern Bluefin Tuna Industry Association Ltd; and
• Director of the Australian Maritime and Fisheries Academy (Australian Fisheries Academy Ltd).
He has also previously held the following positions;
• Board member of the South Australian Marine Finfish Farmers Association Inc; and
• Deputy member of the South Australian Government’s Aquaculture Advisory Committee.
Page 11
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Directors’ Report
For the year ended 30 June 2015
Mr Nick Burrows – Independent Non-Executive Director
Mr Burrows was appointed to the Company Board on 18 April 2012. He is also Chairman of the FARM
Committee and a member of the Remuneration and Nominations Committee.
Mr Burrows is a respective Fellow of the Australian Institute of Company Directors, Institute of
Chartered Accountants Australia, Governance Institute of Australia Ltd and the Financial Services
Institute of Australasia and is a Chartered Accountant and Registered Company Auditor.
Mr Burrows was Chief Financial Officer and Company Secretary of Tassal Group Limited for 21 years
from 1988 to 2009 and accordingly brings to the Board the benefits of an extensive and contemporary
senior executive ASX200 aquaculture listed entity background.
Mr Burrows’ Directorship background encompasses a multi-sector portfolio of Chair, Non-Executive
Directorship and Board Committee positions spanning local and state government, not-for-profit and
major private companies. He is:
• Chairman of TasTAFE;
• Chairman of Tasmanian Quality Assured Inc ;
• Non-Executive Director of Tasmanian Water & Sewerage Corporation Pty Ltd;
• Non-Executive Director of Metro Tasmania Pty Ltd;
• Non-Executive Director of Australian Seafood Industries Pty Ltd;
• Director of Value Adviser Associates; and
• Member of the Australian China Business Council – Tasmanian Chapter.
He also has significant experience as an Audit and Risk Committee member across his multi-sector
Board portfolio.
Mr Burrows has had a long involvement with Governance Institute of Australia including serving as
National President and is currently serving on the Tasmanian Branch Council.
Mr Paul Robinson – Non-Executive Alternate Director
Mr Robinson was appointed Alternate Director for Dr Hagen Stehr in December 2005. He is also a
consultant to the FARM Committee.
Mr Robinson is a Fellow of the Institute of Chartered Accountants with fifteen years experience as a
partner of a leading international accounting practice. He is Chairman and Non-Executive Director for a
number of private property and investment companies. He was appointed a Non-Executive Director of
Australian Tuna Fisheries Pty Ltd, a major Clean Seas shareholder which is associated with Dr Hagen
Stehr, in May 2006. He is also a Director of PSMMR Pty Ltd which provides consulting services to Clean
Seas.
Dr Craig Foster – Chief Executive Officer
Dr Foster was appointed as Chief Executive Officer on 16 January 2012.
He has a wealth of experience in private veterinary practice, aquaculture research, finfish farming in
temperate and tropical waters, aquafeed milling, aquafeed nutrition and corporate management.
Page 12
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Directors’ Report
For the year ended 30 June 2015
Dr Foster was Managing Director of Skretting Australia, the leading fish feed manufacturer in the
Australian and New Zealand region, and its subsidiary Marine Harvest Australia from 2000 to 2005,
having worked for Skretting for five years previously.
Dr Foster is a Director of Seafood CRC, a promoter and funder of seafood research.
He also provided aquaculture management consultancy services to aquaculture companies for four years
prior to taking up the position as Chief Executive Officer for Clean Seas.
Mr Wayne Materne – Company Secretary and Chief Financial Officer
Mr Materne was appointed Company Secretary and Chief Financial Officer of Clean Seas on 22 August
2014.
Mr Materne is a Fellow of CPA Australia and a Graduate Member of the Australian Institute of
Company Directors.
He has extensive experience in CFO and senior finance roles in the agribusiness and manufacturing
sectors with ASX listed and unlisted companies. This includes experience in livestock, forestry and wine
/ viticulture with companies including Elders, SA Forestry Corporation, Southcorp and Nepenthe.
Directors’ meetings
The number of Board meetings and meetings of Board Committees held during the year, and the number
of meetings attended by each Director is as follows:
Board Meetings
FARM Committee (2)
Remuneration and Nominations
Committee
Director’s name
A
B
A
B
A
B
Paul Steere
Nick Burrows
Hagen Stehr (1)
Marcus Stehr
14
14
14
14
14
14
13
12
7
7
-
7
7
7
-
5
1
1
-
1
1
1
-
-
(1) Paul Robinson attended 1 Board meeting and 6 FARM meetings as Alternate Director for Hagen Stehr.
(2) FARM Committee is the Finance, Audit and Risk Management Committee.
Where:
•
•
column A is the number of meetings the Director was entitled to attend; and
column B is the number of meetings the Director attended
Unissued shares under option
There are no unissued ordinary shares of Clean Seas under option at the date of this report.
Shares issued during or since the end of the year as a result of the exercise of
options
During or since the end of the financial year, the Company has not issued ordinary shares as a result of
the exercise of options.
Page 13
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Directors’ Report
For the year ended 30 June 2015
Remuneration Report (audited)
The Directors of Clean Seas Tuna Limited (‘the Group’) present the Remuneration Report for Non-
Executive Directors and other Key Management Personnel, prepared in accordance with the Corporations
Act 2001 and the Corporations Regulations 2001.
The Remuneration Report is set out under the following main headings:
a Principles used to determine the nature and amount of remuneration
b Details of remuneration
c Service agreements
d Bonuses included in remuneration; and
e Other information.
a. Principles used to determine the nature and amount of remuneration
The principles of the Group’s executive strategy and supporting incentive programs and frameworks are:
•
•
to align rewards to business outcomes that deliver value to shareholders;
to drive a high performance culture by setting challenging objectives and rewarding high performing
individuals; and
to ensure remuneration is competitive in the relevant employment market place to support the
attraction, motivation and retention of executive talent.
•
The Board has established a Remuneration and Nominations Committee which operates in accordance
with its charter as approved by the Board and is responsible for determining and reviewing compensation
arrangements for the Directors and the Executive Team.
The Committee engages independent remuneration consultants to provide any necessary information to
assist in the discharge of its responsibilities. No such consultant was engaged during the year.
Non-Executive Director Remuneration
In accordance with best practice corporate governance, the remuneration of Non-Executive Directors is
structured separately from that of Executive Directors and Senior Executives.
The Company’s Non-Executive Directors receive only fees (including statutory superannuation) for their
services and the reimbursement of reasonable expenses. The Board reviews its fees to ensure the
Company’s Non-Executive Directors are fairly remunerated for their services, recognising the level of
skill and experience required to conduct the role and to have in place a fee scale which enables the
Company to attract and retain talented Non-Executive Directors.
The advice of independent remuneration consultants is taken from time to time so as to establish that
Directors’ fees are in line with market standards. No remuneration consultants were retained this financial
year.
Non-Executive Directors do not receive any shares, options or other securities in addition to their
remuneration and are not eligible to participate in any Company share plans or any other incentive plans
that may be in operation. They do not receive any retirement benefits other than compulsory
superannuation where applicable.
Page 14
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Directors’ Report
For the year ended 30 June 2015
The aggregate remuneration paid to all the Non-Executive Directors (inclusive of statutory
superannuation) may not exceed the current “fee pool” limit of $360,000. This ‘fee pool’ is only available
to Non-Executive Directors, as Board membership is taken into account in determining the remuneration
paid to Executive Directors as part of their normal employment conditions.
Annual Directors’ fees are currently set at $120,000 for the Chairman of the Board and $60,000 for all
other Directors. No separate fees are paid for Board Committee membership.
Senior Executive Remuneration
The remuneration structure adopted by the Group for FY15 consists of the following components:
•
•
•
fixed remuneration being annual salary and benefits
short term incentives, being cash bonuses; and
long term incentive, being share based remuneration, in the case of the Chief Executive
The Remuneration and Nominations Committee assess the appropriateness of the nature and amount of
remuneration on a periodic basis by reference to recent employment market conditions with the overall
objective of ensuring maximum stakeholder benefit from the retention of a high quality Executive Team.
The payment of bonuses is reviewed by the Remuneration and Nominations Committee annually as part
of the review of executive remuneration and a recommendation is put to the Board for approval. All
bonuses must be linked to pre-determined performance criteria.
Short Term Incentive (STI)
The Group’s performance measures involve the use of annual performance objectives, metrics and
performance appraisals. Financial targets are based on profit before tax or profit contribution. Non-
financial targets are based on strategic goals set in relation to the main priorities for the position.
The performance measures are set annually after consultation with the Directors and executives and are
specifically tailored to the areas where each executive has a level of control. The measures target areas the
Board believes hold the greatest potential for business improvement, expansion and profit and cover
financial and non-financial measures.
The Key Performance Indicators (‘KPI’s’) for the Executive Team in FY15 are summarised as follows:
• Chief Executive: Economic Food Conversion Ratio for yellowtail kingfish, profit contribution from
yellowtail kingfish and aquaculture produced Southern Bluefin Tuna juvenile numbers;
• CFO and Company Secretary: Consolidated PBT and personal targets related to the position; and
• Marine Production Manager: Consolidated PBT and subsidiary company PBT.
Long Term Incentive (LTI)
A share based LTI was applicable to the Chief Executive, which formed part of his January 2012
Executive Employment Agreement. This was based on an entitlement to Performance Rights, being
rights to acquire up to 400,000 shares at 8.0 cents, if the VWAP of Clean Seas shares ranged from above
Page 15
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Directors’ Report
For the year ended 30 June 2015
14 cents (pro-rata entitlement) to 25 cents (full entitlement) in the month of June 2015. These share price
levels were not achieved and therefore no entitlement to Performance Rights has arisen.
Performance Reviews
Management have regular annual performance reviews in accordance with established procedures.
Pursuant to the Board’s and Board Committee’s respective Charters, the Board conducts annual
evaluations of its performance, the performance of its Committees, the Chairman, individual Directors
and the key governance processes that support the Board’s work. The respective Board Committee
Charters also require the Committees to evaluate their performance and composition at least annually to
determine whether they are functioning effectively by reference to current best practice. This evaluation
is presented to the Board for review.
Voting and comments made at the Company’s last Annual General Meeting
The Group received 100% ‘yes’ votes on a show of hands on its Remuneration Report for the financial
year ending 30 June 2014. The Company received no specific feedback on its Remuneration Report at
the Annual General Meeting.
Consequences of performance on shareholder wealth
In considering the Group’s performance and benefits for shareholder wealth, the Board have regard to
the following measures in respect of the current financial year and the previous four financial years:
Item
Basic EPS (cents)
Profit / (loss) before tax ($’000)
Profit / (loss) after tax ($’000)
Net Assets ($’000)
Share price at 30 June (cents)
2015
2014(*)
2013(*)
2012
2011
0.37
1,033
4,108
51,899
5.9
0.94
6,597
9,156
47,791
4.9
(5.18)
(32,405)
(28,301)
29,433
1.3
(6.25)
(30,750)
(30,750)
54,540
2.2
(7.39)
(14,731)
(32,361)
83,708
11.0
(*) Restated to reflect change in R&D tax incentive refund accounting
Page 16
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Page 18
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Directors’ Report
For the year ended 30 June 2015
d. Bonuses included in remuneration
Details of the short-term incentive cash bonuses awarded as remuneration to each Key
Management Personnel for FY15, the percentage of the available bonus that was awarded in the
financial year and the percentage that was forfeited because the performance criteria were not
achieved is set out below. No part of the bonus carries forward to future years. The awarded
bonuses have been recognised in FY15 and will be paid in FY16.
Included in
remuneration ($’000)
Percentage vested
during the year
Percentage forfeited
during the year
67
10
-
-
-
67%
50%
-
-
0%
33%
50%
-
-
100%
Other Key Management Personnel
Craig Foster
Wayne Materne
Frank Knight
Miles Toomey
Chester Wilkes
e. Other information
Shares held by Key Management Personnel
The number of ordinary shares in the Company during the 2015 reporting period held by each of
the Group’s Key Management Personnel, including their related parties, is set out below:
Year ended 30 June 2015 – Shares’000
Personnel
P Steere
N Burrows
H Stehr
M Stehr
P Robinson
C Foster
W Materne
F Knight*
M Toomey
C Wilkes
Totals
Balance at start
of year
Granted as
remuneration
Received on
exercise
Other changes
Held at the end of
reporting period
457
431
101,065
730
1,750
4,416
-
499
-
-
109,348
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
457
431
(750)
100,315
-
-
-
-
(499)
-
-
730
1,750
4,416
-
-
-
-
(1,249)
108,099
* Retired 22 August 2014 and reporting discontinued
None of the shares included in the table above are held nominally by Key Management Personnel.
No options to acquire shares are held by Key Management Personnel.
Page 19
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Directors’ Report
For the year ended 30 June 2015
Other Transactions with Key Management Personnel
The Group's related parties comprise its key management and entities associated with key
management.
The largest shareholder in Clean Seas Tuna Limited is Australian Tuna Fisheries Pty Ltd (ATF).
ATF and its associated entities controlled 9.1% of issued shares at 30 June 2015 (2014: 9.1%) and it
is associated with Stehr Group Pty Ltd and Sanchez Tuna Pty Ltd.
All transactions with related parties are negotiated on a commercial arms length basis. These
transactions were as follows:
Australian Tuna Fisheries Pty Ltd:
• Receipts for ice, expenses, SBT quota lease and contract labour
• Payments for towing, contract labour, fish feed, marina and net shed rent, fish
and electricity
Stehr Group Pty Ltd
• Payments for office rent
Sanchez Tuna Pty Ltd
• Payments for consulting services
PSMMR Pty Ltd (associated with Paul Robinson – Alternate Director)
• Payments for consulting services
2015
$’000
2014
$’000
11
326
10
-
36
37
258
14
70
36
The following balances are outstanding as at the reporting date in relation to transactions with
related parties:
Current receivables:
• Australian Tuna Fisheries Pty Ltd
Current Payables
• Australian Tuna Fisheries Pty Ltd
• PSMMR Pty Ltd
End of audited Remuneration Report.
2015
$’000
2014
$’000
-
18
-
7
12
14
Page 20
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Directors’ Report
For the year ended 30 June 2015
Environmental legislation
The Group’s operations are subject to Commonwealth and State regulations governing marine and
hatchery operations, processing, land tenure and use, environmental requirements including site
specific environmental licences, permits and statutory authorisations, workplace health and safety
and trade and export.
The Group’s management regularly and routinely monitor compliance with the relevant
environmental regulations and compliance is regularly reported to the Board.
The Group has well established procedures to monitor and manage compliance with existing
environmental regulations and new regulations as they come into force.
The Directors believe that all regulations have been met during the period covered by this Annual
Financial Report and are not aware of any significant environmental incidents arising from the
operations of the consolidated entity during the financial year.
Further information in relation to specific regulated areas of the operation is as follows:
The Arno Bay and Port Augusta Hatcheries operate under an Aquaculture Land based Category C
License issued by the South Australian Minister for Agriculture, Food and Fisheries under the
Aquaculture Act 2001. The licensee is required to comply with the requirements of all statutes,
regulations, by-laws, ordinances, rules, notices or orders lawfully given pursuant to the Aquaculture
Act 2001, Aquaculture Regulations 2005, Environment Protection (Water Quality) Policy 2003 and
the Livestock Act 1997. Clean Seas has not recorded any breaches of the license requirements.
The Group operates 29 marine aquaculture licenses issued by The South Australian Minister for
Agriculture, Food and Fisheries under the Aquaculture Act 2001. The licensee is required to comply
with the requirements of all statutes, regulations, by-laws, ordinances, rules, notices or orders
lawfully given pursuant to the Aquaculture Act 2001, Aquaculture Regulations 2005, Environment
Protection (Water Quality) Policy 2003 and the Livestock Act 1997. There have been no material
recorded breaches of the license requirements with temporary approval having been received to
carry additional biomass in the Port Lincoln licences.
Indemnities given to and insurance premiums paid for Directors and officers
Under rules 50 and 51 of the Company’s Constitution, each of the Company’s Directors, the
Company Secretary and every other person who is an officer is indemnified to the extent permitted
by law and Directors and Officers Liability Insurance has been implemented. The terms of the
insurance contract prohibit the Company from disclosing the level of premium paid.
Each Director has entered into a Deed of Indemnity and Access which indemnifies a Director
against liabilities arising as a result of acting as a Director subject to certain exclusions and provides
for related legal costs to be paid by the Company. The Deed requires the Company to maintain an
insurance policy against any liability incurred by a Director in his or her capacity as a Director
during that person’s term of office and seven years thereafter. It also provides a Director with a
right of access to Board papers and other documentation while in office and for seven years
thereafter.
Page 21
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Directors’ Report
For the year ended 30 June 2015
Non-audit services
During the year, Grant Thornton, the Company’s auditors, performed certain other services in
addition to their statutory audit duties.
The Board has considered the non-audit services provided during the year by the auditor and, in
accordance with written advice provided by resolution of the FARM Committee, is satisfied that the
provision of those non-audit services during the year is compatible with, and did not compromise,
the auditor independence requirements of the Corporations Act 2001 for the following reasons:
•
all non-audit services were subject to the corporate governance procedures adopted by the
Company and have been reviewed by the FARM Committee to ensure they do not impact
upon the impartiality and objectivity of the auditor; and
the non-audit services do not undermine the general principles relating to auditor
independence as set out in APES 110 Code of Ethics for Professional Accountants, as they did not
involve reviewing or auditing the auditor’s own work, acting in a management or decision-
making capacity for the Company, acting as an advocate for the Company or jointly sharing
risks and rewards.
•
Details of the amounts paid to the auditors of the Company, Grant Thornton, and its related
practices for audit and non-audit services provided during the year are set out in Note 25 to the
Financial Statements.
A copy of the Auditor’s Independence Declaration as required under s307C of the Corporations Act
2001 is included on page 24 of this report and forms part of this Directors’ Report.
Proceedings of behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring
proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is
a party, for the purpose of taking responsibility on behalf of the Company for all or part of those
proceedings.
Rounding of amounts
Clean Seas is a type of Company referred to in ASIC Class Order 98/100 and therefore the
amounts contained in this report and in the financial report have been rounded to the nearest
$1,000 (where rounding is applicable), or in certain cases, to the nearest dollar under the option
permitted in the Class Order.
Signed in accordance with a resolution of the Directors.
Paul Steere
Chairman
28 August 2015
Page 22
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Corporate Governance Statement
The Board is committed to achieving and demonstrating the highest standards of corporate governance.
As such, Clean Seas Tuna Limited and its Controlled Entity (‘the Group’) have adopted the third edition
of the Corporate Governance Principles and Recommendations which was released by the ASX Corporate
Governance Council on 27 March 2014 and became effective for financial years beginning on or after 1
July 2014.
The Group’s Corporate Governance Statement for the financial year ending 30 June 2015 is dated as at
30 June 2015 and was approved by the Board on 28 August 2015. The Corporate Governance Statement
is available on Clean Seas’ website at www.cleanseas.com.au/main/investor-information/corporate-
governance.
Page 23
Level 1,
67 Greenhill Rd
Wayville SA 5034
Correspondence to:
GPO Box 1270
Adelaide SA 5001
T 61 8 8372 6666
F 61 8 8372 6677
E info.sa@au.gt.com
W www.grantthornton.com.au
AUDITOR’S INDEPENDENCE DECLARATION
TO THE DIRECTORS OF CLEAN SEAS TUNA LIMITED
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead
auditor for the audit of Clean Seas Tuna Limited for the year ended 30 June 2015, I declare
that, to the best of my knowledge and belief, there have been:
a
b
no contraventions of the auditor independence requirements of the Corporations Act
2001 in relation to the audit; and
no contraventions of any applicable code of professional conduct in relation to the
audit.
GRANT THORNTON AUDIT PTY LTD
Chartered Accountants
S J Gray
Partner – Audit & Assurance
Adelaide, 28 August 2015
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the
context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm
is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and
are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its
Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a current
scheme applies.
Page 24
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Consolidated Statement of Profit or Loss and
Other Comprehensive Income
For the year ended 30 June 2015
Revenue
Other income
Net gain arising from changes in fair value of Yellowtail Kingfish
Fish husbandry expense
Employee benefits expense
Fish processing and selling expense
Depreciation and amortisation expense
Other expenses
Profit / (Loss) before finance items and tax
Finance costs
Finance income
Profit / (Loss) before tax
Income tax benefit / (expense)
Profit for the period from continuing operations
Other comprehensive income for the period, net of tax
Total comprehensive income for the period
Notes
6
3.1, 7
14
21.1
15
8
8
3.1
3.1, 9
3.1
3.1
2015
$’000
18,481
1,536
11,378
2014
$’000
10,397
5,390
10,601
(17,372)
(10,297)
(5,745)
(3,870)
(1,705)
(1,779)
924
(7)
116
1,033
3,075
4,108
-
4,108
(4,612)
(1,771)
(1,513)
(1,879)
6,316
(18)
299
6,597
2,559
9,156
-
9,156
Profit for the period and total comprehensive income for the period
are attributable to owners of the parent.
4,108
9,156
Earnings per share from continuing operations:
Basic earnings per share (cents per share)
Diluted earnings per share (cents per share)
3.1, 23.1
3.1, 23.1
0.37
0.37
0.94
0.94
Note: This statement should be read in conjunction with the notes to the financial statements.
Page 25
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Consolidated Statement of Financial Position
As at 30 June 2015
Assets
Current
Cash and cash equivalents
Trade and other receivables
Inventories
Prepayments
Derivative receivable
Biological assets
Current assets
Non-current
Property, plant and equipment
Biological assets
Intangible assets
Non-current assets
TOTAL ASSETS
Liabilities
Current
Trade and other payables
Borrowings
Provisions
Current liabilities
Non-current
Borrowings
Deferred grant income
Provisions
Non-current liabilities
TOTAL LIABILITIES
Net assets
Equity
Equity attributable to owners of the Parent:
•
•
•
share capital
share option reserve
retained earnings
Total equity
Notes
2015
$’000
2014
$’000
1 July 2013
$’000
10
3.1, 11
13
14
15
16
17
18
19
20
19
20
3.1
22
3.1
3.1
1,513
6,240
2,451
209
-
27,598
38,011
13,262
244
3,027
16,533
54,544
1,791
166
556
2,513
84
-
48
132
2,645
51,899
9,925
5,047
812
705
-
17,001
33,490
13,275
244
3,027
16,546
50,036
1,599
21
515
2,135
48
-
62
110
2,245
47,791
5,218
6,559
430
448
46
6,420
19,121
12,978
234
3,027
16,239
35,360
1,281
201
392
1,874
-
3,953
100
4,053
5,927
29,433
157,736
-
157,736
1,054
148,534
1,054
(105,837)
(110,999)
(120,155)
51,899
47,791
29,433
Note: This statement should be read in conjunction with the notes to the financial statements.
Page 26
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Consolidated Statement of Changes in Equity
For the year ended 30 June 2015
Notes
Share
capital
Share option
reserve
Retained
earnings
Total
equity
$’000
$’000
$’000
$’000
Balance at 1 July 2013
148,534
1,054
(126,311)
23,277
Adjustment on error correction
3.1
-
-
6,156
6,156
Balance at 1 July 2013 (restated)
148,534
1,054
(120,155)
29,433
Total Transactions with owners
22
9,202
Reported profit for the year
Adjustment on error correction
3.1
Restated profit for the year
Other comprehensive income
Total comprehensive income
-
-
-
-
-
-
-
-
-
-
-
-
9,202
11,145
11,145
(1,989)
(1,989)
9,156
9,156
-
-
9,156
9,156
Balance at 30 June 2014 (restated)
157,736
1,054
(110,999)
47,791
Transfer – expired options
Profit for the year
Other comprehensive income
Total comprehensive income
-
-
-
-
Balance at 30 June 2015
157,736
(1,054)
-
-
-
-
1,054
4,108
-
-
4,108
-
4,108
4,108
(105,837)
51,899
Note: This statement should be read in conjunction with the notes to the financial statements.
Page 27
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Consolidated Statement of Cash Flows
For the year ended 30 June 2015
Operating activities
Receipts from customers
Payments to suppliers and employees
R&D tax incentive refund
CRC net payments
Net cash used in operating activities
Investing activities
Purchase of property, plant and equipment
Proceeds from disposals of property, plant and equipment
Interest received
Net cash used in investing activities
Financing activities
Proceeds from borrowings
Repayment of borrowings
Proceeds from issue of share capital
Payments for costs incurred in capital raising
Interest paid
Net cash from financing activities
Net change in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Notes
2015
$’000
2014
$’000
17,665
(28,915)
4,167
-
(7,083)
9,960
(18,442)
6,156
(351)
(2,677)
(1,585)
(1,839)
6
116
77
312
(1,463)
(1,450)
455
(314)
-
-
(7)
134
(8,412)
9,925
1,513
71
(203)
9,713
(729)
(18)
8,834
4,707
5,218
9,925
24
22
22
8
10
Note: This statement should be read in conjunction with the notes to the financial statements.
Page 28
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
Nature of operations
1
Clean Seas Tuna Limited and its subsidiary’s (‘the Group’) principal activities include finfish sales and
tuna operations. These activities comprise the following:
• Finfish sales – The propagation, growout and sale of Yellowtail Kingfish; and
• Tuna operations – Research and development activities to produce juveniles of Southern Bluefin
Tuna
General information and statement of compliance
2
The consolidated general purpose financial statements of the Group have been prepared in accordance
with the requirements of the Corporations Act 2001, Australian Accounting Standards and other
authoritative pronouncements of the Australian Accounting Standards Board (‘AASB’). Compliance with
Australian Accounting Standards results in full compliance with the International Financial Reporting
Standards (‘IFRS’) as issued by the International Accounting Standards Board (‘IASB’). Clean Seas Tuna
Limited is a for-profit entity for the purpose of preparing the financial statements.
Clean Seas Tuna Limited is the Group’s Ultimate Parent Company and is an ASX listed Public Company
(ASX: CSS) incorporated and domiciled in Australia. The address of its registered office and its principal
place of business is 7 North Quay Boulevard, Port Lincoln South Australia 5606 Australia.
The consolidated financial statements for the year ended 30 June 2015 were approved and authorised for
issue by the Board of Directors on 28 August 2015.
Changes in accounting policies
3
3.1 Correction of prior period error
A review of the accounting treatment for the Research and Development (R&D) Tax Incentive Refund
concluded that it should be recognised in the financial year that the relevant R&D activity occurred (i.e.
accrual basis). This has previously been recognised on a cash basis. It was also concluded that of the
45% of eligible expenditure refunded, the 15% incentive component should be recognised as other
income and the 30% corporate tax rate component recognised as a tax expense credit. The full 45% had
previously been recognised as a tax expense credit. This has been rectified by restating each of the
affected financial statement line items for prior periods as follows:
30 June 2014
Statement of Financial Position (extract)
Trade and other receivables
Net assets
Retained earnings
Total equity
Previous amount
$’000
Adjustment
$’000
Restated amount
$’000
880
43,624
(115,166)
43,624
4,167
4,167
4,167
4,167
5,047
47,791
(110,999)
47,791
Page 29
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
30 June 2013
Statement of Financial Position (extract)
Trade and other receivables
Net assets
Retained earnings
Total equity
30 June 2014
Previous amount
$’000
Adjustment
$’000
Restated amount
$’000
403
23,277
(126,311)
23,277
6,156
6,156
6,156
6,156
6,559
29,433
(120,155)
29,433
Statement of Profit or Loss and Other
Comprehensive Income (extract)
Previous amount
$’000
Adjustment
$’000
Restated amount
$’000
Other Income
Profit before income tax
Income tax expense
Profit for the period
Other comprehensive income
Total comprehensive income for the period
Basic earnings per share (cents)
Diluted earnings per share (cents)
4,001
5,208
5,937
11,145
-
11,145
1.15
1.15
1,389
1,389
(3,378)
(1,989)
-
(1,989)
(0.21)
(0.21)
5,390
6,597
2,559
9,156
-
9,156
0.94
0.94
3.2 New and revised standards that are effective for these financial statements
A number of new and revised standards and an interpretation became effective for the first time to
annual periods beginning on or after 1 July 2014. Information on these new standards is presented
below.
AASB 2012-3 Amendments to Australian Accounting Standards – Offsetting Financial
Assets and Financial Liabilities
AASB 2012-3 adds application guidance to AASB 132 to address inconsistencies identified in applying
some of the offsetting criteria of AASB 132, including clarifying the meaning of “currently has a legally
enforceable right of set-off” and that some gross settlement systems may be considered equivalent to net
settlement.
AASB 2012-3 is applicable to annual reporting periods beginning on or after 1 January 2014.
The adoption of these amendments has not had a material impact on the Group as the amendments
merely clarify the existing requirements in AASB 132.
Page 30
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
AASB 2013-3 Amendments to AASB 136 – Recoverable Amount Disclosures for Non-
Financial Assets
These narrow-scope amendments address disclosure of information about the recoverable amount of
impaired assets if that amount is based on fair value less costs of disposal.
When developing IFRS 13 Fair Value Measurement, the IASB decided to amend IAS 36 Impairment of Assets
to require disclosures about the recoverable amount of impaired assets. The IASB noticed however that
some of the amendments made in introducing those requirements resulted in the requirement being more
broadly applicable than the IASB had intended. These amendments to
IAS 36 therefore clarify the IASB’s original intention that the scope of those disclosures is limited to the
recoverable amount of impaired assets that is based on fair value less costs of disposal.
AASB 2013-3 makes the equivalent amendments to AASB 136 Impairment of Assets and is applicable to
annual reporting periods beginning on or after 1 January 2014.
The adoption of these amendments has not had a material impact on the Group as they are largely of the
nature of clarification of existing requirements.
AASB 2013-5 Amendments to Australian Accounting Standards – Investment Entities
The amendments in AASB 2013-5 provide an exception to consolidation to investment entities and
require them to measure unconsolidated subsidiaries at fair value through profit or loss in accordance
with AASB 9 Financial Instruments (or AASB 139 Financial Instruments: Recognition and Measurement where
AASB 9 has not yet been adopted). The amendments also introduce new disclosure requirements for
investment entities that have subsidiaries.
These amendments apply to investment entities, whose business purpose is to invest funds solely for
returns from capital appreciation, investment income or both. Examples of entities which might qualify
as investment entities would include Australian superannuation entities, listed investment companies,
pooled investment trusts and Federal, State and Territory fund management authorities.
AASB 2013-5 is applicable to annual reporting periods beginning on or after 1 January 2014.
This Standard has not had any impact on the Group as it does not meet the definition of an ‘investment
entity’ in order to apply this consolidation exception.
AASB 2014-1 Amendments to Australian Accounting Standards (Part A: Annual
Improvements 2010-2012 and 2011-2013 Cycles)
Part A of AASB 2014-1 makes amendments to various Australian Accounting Standards arising from the
issuance by the IASB of International Financial Reporting Standards Annual Improvements to IFRSs 2010-
2012 Cycle and Annual Improvements to IFRSs 2011-2013 Cycle.
Page 31
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
Among other improvements, the amendments arising from Annual Improvements to IFRSs 2010-2012 Cycle:
•
•
clarify that the definition of a ‘related party’ includes a management entity that provides key
management personnel services to the reporting entity (either directly or through a group entity)
amend AASB 8 Operating Segments to explicitly require the disclosure of judgements made by
management in applying the aggregation criteria
Among other improvements, the amendments arising from Annual Improvements to IFRSs 2011-2013 Cycle
clarify that an entity should assess whether an acquired property is an investment property under AASB
140 Investment Property and perform a separate assessment under AASB 3 Business Combinations to determine
whether the acquisition of the investment property constitutes a business combination.
Part A of AASB 2014-1 is applicable to annual reporting periods beginning on or after 1 July 2014.
The adoption of these amendments has not had a material impact on the Group as they are largely of the
nature of clarification of existing requirements.
3.3 Accounting Standards issued but not yet effective and not being adopted early
by the Group
The accounting standards that have not been early adopted for the year ended 30 June 2015, but will be
applicable to the Group in future reporting periods, are detailed below. Apart from these standards, other
accounting standards that will be applicable in future periods have been reviewed, however they have
been considered to be insignificant to the Group.
At the date of authorisation of these financial statements, certain new standards, amendments and
interpretations to existing standards have been published but are not yet effective, and have not been
adopted early by the Group. Management anticipates that all of the relevant pronouncements will be
adopted in the Group's accounting policies for the first period beginning after the effective date of the
pronouncement. Information on new standards, amendments and interpretations that are expected to be
relevant to the group’s financial statements is provided below.
Year ended 30 June 2018: AASB 15: Revenue from Contracts with Customers
This standard will change the timing and in some cases the quantum of revenue received from customers.
IFRS 15 requires an entity to recognise revenue by identifying for each customer contract, the
performance obligations in the contract and the transaction price. The transaction price is then allocated
against the performance obligations in the contract with revenue recognised when (or as) the entity
satisfies each performance obligation. Management are currently assessing the impact of the new standard
but it is not expected to have a material impact on the financial performance or financial position of the
consolidated entity.
Year ended 30 June 2019: AASB 9: Financial Instruments
This standard introduces new requirements for the classification and measurement of financial assets and
liabilities. These requirements improve and simplify the approach for classification and measurement of
financial assets compared with the requirements of AASB 139. The main changes are:
Page 32
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
•
Financial assets that are debt instruments will be classified based on (1) the objective of the entity’s
business model for managing the financial assets; and (2) the characteristics of the contractual cash
flows.
• Allows an irrevocable election on initial recognition to present gains and losses on investments in
equity instruments that are not held for trading in other comprehensive income (instead of in profit
or loss).
• Dividends in respect of these investments that are a return on investment can be recognised in profit
•
or loss and there is no impairment or recycling on disposal of the instrument.
Financial assets can be designated and measured at fair value through profit or loss at initial
recognition if doing so eliminates or significantly reduces a measurement or recognition
inconsistency that would arise from measuring assets or liabilities, or recognising the gains and losses
on them, on different bases.
Where the fair value option is used for financial liabilities the change in fair value is to be accounted by
presenting changes in credit risk in other comprehensive income (OCI) and the remaining change in the
statement of profit or loss.
This standard is not expected to result in a material change to the manner in which the Group’s financial
result is determined or upon the extent of disclosures included in future financial reports although the
Group will quantify the effect of the application of AASB 9 when the final standard, including all phases,
is issued.
There are no other standards that are not yet effective and that are expected to have a material impact on
the entity in the current or future reporting periods and on foreseeable future transactions.
Summary of accounting policies
4
4.1 Overall considerations
The consolidated financial statements have been prepared using the significant accounting policies and
measurement bases summarised below.
4.2 Basis of consolidation
The Group financial statements consolidate those of the Parent Company and its subsidiary as of 30 June
2015. The Parent controls a subsidiary if it is exposed, or has rights, to variable returns from its
involvement with the subsidiary and has the ability to affect those returns through its power over the
subsidiary. All subsidiaries have a reporting date of 30 June.
All transactions and balances between Group companies are eliminated on consolidation, including
unrealised gains and losses on transactions between Group companies. Where unrealised losses on intra-
group asset sales are reversed on consolidation, the underlying asset is also tested for impairment from a
group perspective. Amounts reported in the financial statements of subsidiaries have been adjusted
where necessary to ensure consistency with the accounting policies adopted by the Group.
Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are
recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable.
Page 33
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
4.3 Business combination
The Group applies the acquisition method in accounting for business combinations. The consideration
transferred by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition-date
fair values of assets transferred, liabilities incurred and the equity interests issued by the Group, which
includes the fair value of any asset or liability arising from a contingent consideration arrangement.
Acquisition costs are expensed as incurred.
The Group recognises identifiable assets acquired and liabilities assumed in a business combination
regardless of whether they have been previously recognised in the acquiree’s financial statements prior to
the acquisition. Assets acquired and liabilities assumed are generally measured at their acquisition-date
fair values.
Goodwill is stated after separate recognition of identifiable intangible assets. It is calculated as the excess
of the sum of: (a) fair value of consideration transferred, (b) the recognised amount of any non-
controlling interest in the acquire, and (c) acquisition-date fair value of any existing equity interest in the
acquiree, over the acquisition-date fair values of identifiable net assets. If the fair values of identifiable
net assets exceed the sum calculated above, the excess amount (ie gain on a bargain purchase) is
recognised in profit or loss immediately.
4.4 Foreign currency translation
Functional and presentation currency
The consolidated financial statements are presented in Australian Dollars (‘$AUD’), which is also the
functional currency of the Parent Company.
Foreign currency transactions and balances
Foreign currency transactions are translated into the functional currency of the respective Group entity,
using the exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign
exchange gains and losses resulting from the settlement of such transactions and from the re-
measurement of monetary items at year end exchange rates are recognised in profit or loss.
Non-monetary items are not retranslated at year-end and are measured at historical cost (translated using
the exchange rates at the date of the transaction), except for non-monetary items measured at fair value
which are translated using the exchange rates at the date when fair value was determined.
Foreign operations
In the Group’s financial statements, all assets, liabilities and transactions of Group entities with a
functional currency other than the $AUD are translated into $AUD upon consolidation. The functional
currency of the entities in the Group has remained unchanged during the reporting period.
On consolidation, assets and liabilities have been translated into $AUD at the closing rate at the reporting
date. Goodwill and fair value adjustments arising on the acquisition of a foreign entity have been treated
as assets and liabilities of the foreign entity and translated into $AUD at the closing rate. Income and
expenses have been translated into $AUD at the average rate over the reporting period. Exchange
differences are charged or credited to other comprehensive income and recognised in the currency
Page 34
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
translation reserve in equity. On disposal of a foreign operation the cumulative translation differences
recognised in equity are reclassified to profit or loss and recognised as part of the gain or loss on disposal.
4.5 Segment reporting
The Group has two operating segments: finfish sales and tuna operations. In identifying its operating
segments, management follows the main activities and products provided by the Group (see Note 1).
Each of these operating segments is managed separately as they require different technologies, resources
and capabilities and are at a different stage of development. All inter-segment transfers are carried out at
arm's length prices.
The measurement policies the Group uses for segment reporting under AASB 8 are the same as those
used in its financial statements.
Corporate assets which are not directly attributable to the business activities of any operating segment are
not allocated to a segment.
There have been no changes from prior periods in the measurement methods used to determine reported
segment profit or loss.
4.6 Revenue
Revenue arises from the sale of goods and the rendering of services. It is measured by reference to the
fair value of consideration received or receivable, excluding sales taxes, rebates, and trade discounts.
Sale of goods
Sale of goods is recognised when the Group has transferred to the buyer the significant risks and rewards
of ownership.
Rendering of services
Revenue from the rendering of a service is recognised upon the delivery of the service to the customers.
Interest and dividend income
Interest income and expenses are reported on an accrual basis using the effective interest method.
Dividends, other than those from investments in associates, are recognised at the time the right to receive
payment is established.
4.7 Operating expenses
Operating expenses are recognised in profit or loss upon utilisation of the service or at the date of their
origin.
4.8 Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset
are capitalised during the period of time that is necessary to complete and prepare the asset for its
intended use or sale. Other borrowing costs are expensed in the period in which they are incurred and
reported in finance costs (see Note 8).
Page 35
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
4.9
Intangible assets
Recognition of intangible assets
Acquired intangible assets
Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and
install the specific software. Acquired fish quotas and water leases and licences are capitalised on the
basis of costs incurred to acquire. Brand names and customer lists acquired in a business combination
that qualify for separate recognition are recognised as intangible assets at their fair values (see Note 4.3).
Subsequent measurement
All intangible assets, including capitalised internally developed software, are accounted for using the cost
model whereby capitalised costs are amortised on a straight-line basis over their estimated useful lives,
where these assets are considered finite. Residual values and useful lives are reviewed at each reporting
date. In addition, they are subject to impairment testing as described in Note 4.12.
The following useful lives are applied:
•
•
•
software: 3-10 years
Primary Industries and Regions South Australia (PIRSA) water leases and licences: indefinite
Southern Bluefin Tuna quota: indefinite
Amortisation has been included within depreciation, amortisation and impairment of non-financial assets.
Subsequent expenditures on the maintenance of computer software and brand names are expensed as
incurred.
When an intangible asset is disposed of, the gain or loss on disposal is determined as the difference
between the proceeds and the carrying amount of the asset, and is recognised in profit or loss within
other income or other expenses.
4.10 Property, plant and equipment
Land and buildings
Freehold land and buildings are recognised at their cost less accumulated depreciation and impairment
losses.
As no finite useful life for land can be determined, related carrying amounts are not depreciated.
Plant and equipment
Plant and equipment is initially recognised at acquisition cost or manufacturing cost, including any costs
directly attributable to bringing the assets to the location and condition necessary for it to be capable of
operating in the manner intended by the Group’s management. Plant and equipment also includes
leasehold property held under a finance lease (see Note 4.11). These assets are subsequently measured
using the cost model, being cost less subsequent depreciation and impairment losses.
Page 36
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
Depreciation is recognised on a straight-line basis to write down the cost less estimated residual value of
buildings, plant and equipment. The following depreciation rates are applied:
•
buildings: 2.5% - 5%
•
vessels: 5% – 7.5%
•
cages and nets: 10% - 33%
• motor vehicles: 12.5% - 15%
•
computers: 25% - 33%
•
other plant and equipment: 5% - 33%
In the case of leasehold property, expected useful lives are determined by reference to comparable owned
assets or over the term of the lease, if shorter.
Material residual value estimates and estimates of useful life are updated as required, but at least annually.
Gains or losses arising on the disposal of property, plant and equipment are determined as the difference
between the disposal proceeds and the carrying amount of the assets and are recognised in profit or loss
within other income or other expenses.
4.11 Leased assets
Finance leases
The economic ownership of a leased asset is transferred to the lessee if the lessee bears substantially all
the risks and rewards of ownership of the leased asset. Where the Group is a lessee in this type of
arrangement, the related asset is recognised at the inception of the lease at the fair value of the leased
asset or, if lower, the present value of the lease payments plus incidental payments, if any. A
corresponding amount is recognised as a finance lease liability. Leases of land and buildings are classified
separately and are split into a land and a building element, in accordance with the relative fair values of
the leasehold interests at the date the asset is recognised initially.
See Note 4.10 for the depreciation methods and useful lives for assets held under finance lease. The
corresponding finance lease liability is reduced by lease payments net of finance charges. The interest
element of lease payments represents a constant proportion of the outstanding capital balance and is
charged to profit or loss, as finance costs over the period of the lease.
Operating leases
All other leases are treated as operating leases. Where the Group is a lessee, payments on operating lease
agreements are recognised as an expense on a straight-line basis over the lease term. Associated costs,
such as maintenance and insurance, are expensed as incurred.
4.12 Impairment testing of goodwill, other intangible assets and property, plant and
equipment
For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely
independent cash inflows (cash-generating units). As a result, some assets are tested individually for
impairment and some are tested at cash-generating unit level. Goodwill is allocated to those cash-
Page 37
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
generating units that are expected to benefit from synergies of the related business combination and
represent the lowest level within the Group at which management monitors goodwill.
Cash-generating units to which goodwill has been allocated (determined by the Group’s management as
equivalent to its operating segments) are tested for impairment at least annually. All other individual
assets or cash-generating units are tested for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset’s or cash-generating unit’s carrying
amount exceeds its recoverable amount, which is the higher of fair value less costs to sell and value-in-
use. To determine the value-in-use, management estimates expected future cash flows from each cash-
generating unit and determines a suitable interest rate in order to calculate the present value of those cash
flows. The data used for impairment testing procedures are directly linked to the Group’s latest approved
budget, adjusted as necessary to exclude the effects of future reorganisations and asset enhancements.
Discount factors are determined individually for each cash-generating unit and reflect management’s
assessment of respective risk profiles, such as market and asset-specific risks factors.
Impairment losses for cash-generating units reduce first the carrying amount of any goodwill allocated to
that cash-generating unit. Any remaining impairment loss is charged pro rata to the other assets in the
cash-generating unit. With the exception of goodwill, all assets are subsequently reassessed for
indications that an impairment loss previously recognised may no longer exist. An impairment charge is
reversed if the cash-generating unit’s recoverable amount exceeds its carrying amount.
4.13 Financial instruments
Recognition, Initial Measurement and Derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual
provisions of the financial instrument, and are measured initially at fair value adjusted by transactions
costs, except for those carried at fair value through profit or loss, which are measured initially at fair
value. Subsequent measurement of financial assets and financial liabilities are described below.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset
expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability
is derecognised when it is extinguished, discharged, cancelled or expires.
Classification and Subsequent Measurement of Financial Assets
For the purpose of subsequent measurement, financial assets other than those designated and effective as
hedging instruments are classified into the following categories upon initial recognition:
loans and receivables
financial assets at Fair Value Through Profit or Loss (‘FVTPL’)
•
•
• Held-To-Maturity (‘HTM’) investments; or
• Available-For-Sale (‘AFS’) financial assets
All financial assets except for those at FVTPL are subject to review for impairment at least at each
reporting date to identify whether there is any objective evidence that a financial asset or a group of
Page 38
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
financial assets is impaired. Different criteria to determine impairment are applied for each category of
financial assets, which are described below.
All income and expenses relating to financial assets that are recognised in profit or loss are presented
within finance costs, finance income or other financial items, except for impairment of trade receivables
which is presented within other expenses.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market. After initial recognition, these are measured at amortised cost using the
effective interest method, less provision for impairment. Discounting is omitted where the effect of
discounting is immaterial. The Group’s trade and most other receivables fall into this category of
financial instruments.
Individually significant receivables are considered for impairment when they are past due or when other
objective evidence is received that a specific counterparty will default. Receivables that are not
considered to be individually impaired are reviewed for impairment in groups, which are determined by
reference to the industry and region of a counterparty and other shared credit risk characteristics. The
impairment loss estimate is then based on recent historical counterparty default rates for each identified
group.
Financial assets at FVTPL
Financial assets at FVTPL include financial assets that are either classified as held for trading or that meet
certain conditions and are designated at FVTPL upon initial recognition. All derivative financial
instruments fall into this category, except for those designated and effective as hedging instruments, for
which the hedge accounting requirements apply (see below).
Assets in this category are measured at fair value with gains or losses recognised in profit or loss. The fair
values of financial assets in this category are determined by reference to active market transactions or
using a valuation technique where no active market exists.
HTM investments
HTM investments are non-derivative financial assets with fixed or determinable payments and fixed
maturity other than loans and receivables. Investments are classified as HTM if the Group has the
intention and ability to hold them until maturity.
HTM investments are measured subsequently at amortised cost using the effective interest method. If
there is objective evidence that the investment is impaired, determined by reference to external credit
ratings, the financial asset is measured at the present value of estimated future cash flows. Any changes
to the carrying amount of the investment, including impairment losses, are recognised in profit or loss.
AFS financial assets
AFS financial assets are non-derivative financial assets that are either designated to this category or do not
qualify for inclusion in any of the other categories of financial assets.
Page 39
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
All AFS financial assets are measured at fair value. Gains and losses are recognised in other
comprehensive income and reported within the AFS reserve within equity, except for impairment losses
and foreign exchange differences on monetary assets, which are recognised in profit or loss. When the
asset is disposed of or is determined to be impaired the cumulative gain or loss recognised in other
comprehensive income is reclassified from the equity reserve to profit or loss and presented as a
reclassification adjustment within other comprehensive income. Interest calculated using the effective
interest method and dividends are recognised in profit or loss within ‘finance income’ (see Note 4.6).
Reversals of impairment losses for AFS debt securities are recognised in profit or loss if the reversal can
be objectively related to an event occurring after the impairment loss was recognised. For AFS equity
investments impairment reversals are not recognised in profit loss and any subsequent increase in fair
value is recognised in other comprehensive income.
Classification and subsequent measurement of financial liabilities
The Group’s financial liabilities include borrowings, trade and other payables and derivative financial
instruments.
Financial liabilities are measured subsequently at amortised cost using the effective interest method,
except for financial liabilities held for trading or designated at FVTPL, that are carried subsequently at fair
value with gains or losses recognised in profit or loss. All derivative financial instruments that are not
designated and effective as hedging instruments are accounted for at FVTPL.
All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in
profit or loss are included within finance costs or finance income.
Derivative financial instruments and hedge accounting
Derivative financial instruments are accounted for at FVTPL except for derivatives designated as hedging
instruments in cash flow hedge relationships, which requires a specific accounting treatment. To qualify
for hedge accounting, the hedging relationship must meet several strict conditions with respect to
documentation, probability of occurrence of the hedged transaction and hedge effectiveness.
For the reporting periods under review, the Group has designated certain forward currency contracts as
hedging instruments in cash flow hedge relationships. These arrangements have been entered into to
mitigate currency exchange risk arising from sales denominated in foreign currency.
All derivative financial instruments used for hedge accounting are recognised initially at fair value and
reported subsequently at fair value in the statement of financial position.
To the extent that the hedge is effective, changes in the fair value of derivatives designated as hedging
instruments in cash flow hedges are recognised in other comprehensive income and included within the
cash flow hedge reserve in equity. Any ineffectiveness in the hedge relationship is recognised immediately
in profit or loss.
At the time the hedged item affects profit or loss, any gain or loss previously recognised in other
comprehensive income is reclassified from equity to profit or loss and presented as a reclassification
adjustment within other comprehensive income. However, if a non-financial asset or liability is
Page 40
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
recognised as a result of the hedged transaction, the gains and losses previously recognised in other
comprehensive income are included in the initial measurement of the hedged item.
If a forecast transaction is no longer expected to occur any related gain or loss recognised in other
comprehensive income is transferred immediately to profit or loss. If the hedging relationship ceases to
meet the effectiveness conditions, hedge accounting is discontinued and the related gain or loss is held in
the equity reserve until the forecast transaction occurs.
4.14 Inventories
Inventories are stated at the lower of cost and net realisable value. Cost includes all expenses directly
attributable to the manufacturing process as well as suitable portions of related production overheads,
based on normal operating capacity. Costs of ordinarily interchangeable items are assigned using the first
in, first out cost formula. Net realisable value is the estimated selling price in the ordinary course of
business less any applicable selling expenses.
4.15 Income taxes
Tax expense recognised in profit or loss comprises the sum of deferred tax and current tax not recognised
in other comprehensive income or directly in equity.
Current income tax assets and/or liabilities comprise those obligations to, or claims from, the Australian
Taxation Office (‘ATO’) and other fiscal authorities relating to the current or prior reporting periods that
are unpaid at the reporting date. Current tax is payable on taxable profit, which differs from profit or loss
in the financial statements. Calculation of current tax is based on tax rates and tax laws that have been
enacted or substantively enacted by the end of the reporting period.
Deferred income taxes are calculated using the liability method on temporary differences between the
carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not provided on
the initial recognition of goodwill or on the initial recognition of an asset or liability unless the related
transaction is a business combination or affects tax or accounting profit. Deferred tax on temporary
differences associated with investments in subsidiaries and joint ventures is not provided if reversal of
these temporary differences can be controlled by the Group and it is probable that reversal will not occur
in the foreseeable future.
Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to
apply to their respective period of realisation, provided they are enacted or substantively enacted by the
end of the reporting period.
Deferred tax assets are recognised to the extent that it is probable that they will be able to be utilised
against future taxable income, based on the Group’s forecast of future operating results which is adjusted
for significant non-taxable income and expenses and specific limits to the use of any unused tax loss or
credit. Deferred tax liabilities are always provided for in full. The Group does not currently recognise
deferred tax assets and liabilities due to uncertainty regarding the utilisation of prior year losses in future
years.
Deferred tax assets and liabilities are offset only when the Group has a right and intention to set off
current tax assets and liabilities from the same taxation authority.
Page 41
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
Changes in deferred tax assets or liabilities are recognised as a component of tax income or expense in
profit or loss, except where they relate to items that are recognised in other comprehensive income (such
as the revaluation of land) or directly in equity, in which case the related deferred tax is also recognised in
other comprehensive income or equity, respectively.
Clean Seas Tuna Limited and its wholly-owned Australian controlled entity have implemented the tax
consolidation legislation from 1 July 2007. As a consequence, these entities are taxed as a single entity
and the deferred tax assets and liabilities of these entities are set off in the consolidated financial
statements.
4.16 Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term,
highly liquid investments that are readily convertible into known amounts of cash and which are subject
to an insignificant risk of changes in value.
4.17 Non-current assets and liabilities classified as held for sale and discontinued
operations
When the Group intends to sell a non-current asset or a group of assets (a disposal group), and if sale
within twelve (12) months is highly probable, the asset or disposal group is classified as ‘held for sale’ and
presented separately in the statement of financial position. Liabilities are classified as ‘held for sale’ and
presented as such in the statement of financial position if they are directly associated with a disposal
group.
Assets classified as ‘held for sale’ are measured at the lower of their carrying amounts immediately prior to
their classification as held for sale and their fair value less costs to sell. However, some ‘held for sale’
assets such as financial assets or deferred tax assets, continue to be measured in accordance with the
Group's accounting policy for those assets. Once classified as ‘held for sale’, the assets are not subject to
depreciation or amortisation.
Any profit or loss arising from the sale or re-measurement of discontinued operations is presented as part
of a single line item, profit or loss from discontinued operations.
4.18 Equity, reserves and dividend payments
Share capital represents the fair value of shares that have been issued. Any transaction costs associated
with the issuing of shares are deducted from share capital, net of any related income tax benefits.
Retained earnings include all current and prior period retained profits.
Dividend distributions payable to equity shareholders are included in other liabilities when the dividends
have been approved by the Board prior to the reporting date.
All transactions with owners of the Parent are recorded separately within equity.
Page 42
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
4.19 Employee benefits
Short-term employee benefits
Short-term employee benefits are benefits, other than termination benefits, that are expected to be settled
wholly within twelve (12) months after the end of the period in which the employees render the related
service. Examples of such benefits include wages and salaries, non-monetary benefits and annual leave.
Short-term employee benefits are measured at the undiscounted amounts expected to be paid when the
liabilities are settled.
Other long-term employee benefits
The Group’s liabilities for long service leave are included in other long term benefits as they are not
expected to be settled wholly within twelve (12) months after the end of the period in which the
employees render the related service. They are measured at the present value of the expected future
payments to be made to employees. The expected future payments incorporate anticipated future wage
and salary levels, experience of employee departures and periods of service, and are discounted at rates
determined by reference to market yields at the end of the reporting period on high quality corporate
bonds (2014: government bonds) that have maturity dates that approximate the timing of the estimated
future cash outflows. Any re-measurements arising from experience adjustments and changes in
assumptions are recognised in profit or loss in the periods in which the changes occur.
The Group presents employee benefit obligations as current liabilities in the statement of financial
position if the Group does not have an unconditional right to defer settlement for at least twelve (12)
months after the reporting period, irrespective of when the actual settlement is expected to take place.
Post-employment Benefit Plans
The Group provides post-employment benefits through various defined contribution plans.
Defined Contribution Plans
The Group pays fixed contributions into independent entities in relation to various plans for individual
employees. The Group has no legal or constructive obligations to pay contributions in addition to its
fixed contributions, which are recognised as an expense in the period that relevant employee services are
received.
4.20 Share-based employee remuneration
The Group does not currently operate equity-settled share-based remuneration plans for its employees.
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 sales 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 option reserve. If vesting periods or other vesting conditions apply, the expense is
Page 43
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
allocated over the vesting period, based on the best available estimate of the number of share options
expected to vest.
Non-market vesting conditions are included in assumptions about the number of options that are
expected to become exercisable. Estimates are subsequently revised if there is any indication that the
number of share options 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 ultimately exercised are different to that estimated on vesting.
Upon exercise of share options, the proceeds received net of any directly attributable transaction costs are
allocated to share capital.
4.21 Provisions, contingent liabilities and contingent assets
Provisions for product warranties, legal disputes, onerous contracts or other claims are recognised when
the Group has a present legal or constructive obligation as a result of a past event, it is probable that an
outflow of economic resources will be required from the Group and amounts can be estimated reliably.
Timing or amount of the outflow may still be uncertain.
Restructuring provisions are recognised only if a detailed formal plan for the restructuring has been
developed and implemented, or management has at least announced the plan’s main features to those
affected by it. Provisions are not recognised for future operating losses.
Provisions are measured at the estimated expenditure required to settle the present obligation, based on
the most reliable evidence available at the reporting date, including the risks and uncertainties associated
with the present obligation. Where there are a number of similar obligations, the likelihood that an
outflow will be required in settlement is determined by considering the class of obligations as a whole.
Provisions are discounted to their present values, where the time value of money is material.
Any reimbursement that the Group can be virtually certain to collect from a third party with respect to
the obligation is recognised as a separate asset. However, this asset may not exceed the amount of the
related provision.
No liability is recognised if an outflow of economic resources as a result of present obligation is not
probable. Such situations are disclosed as contingent liabilities, unless the outflow of resources is remote
in which case no liability is recognised.
4.22 Biological assets
Biological assets comprise live fish held for sale and broodstock.
Live fish held for sale are valued at their fair value less costs to sell in accordance with AASB141
Agriculture. Estimated fair values are based on actual selling prices achieved in the three weeks following
the reporting date and other relevant factors assessed as impacting fair value in accordance with
AASB141.
Broodstock are valued at their fair value less costs to sell in accordance with AASB141 Agriculture.
Estimated fair values take into account the valuation of live fish held for sale and estimated value as
Page 44
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
broodstock. As the tuna research program is currently scaled back, the Board has adopted a conservative
approach by valuing southern bluefin tuna broodstock at market value.
In the Directors’ opinion, insurance cover is currently not available at commercially acceptable rates for
the live Yellowtail Kingfish held for sale or the broodstock. The Directors have therefore chosen to
actively manage the risks as the preferred alternative.
4.23 Research and development tax incentive refund
Refund amounts received or receivable under the Federal Government’s Research and Development Tax
Incentive are recognised on an accrual basis. The corporate tax rate component is recognised as a tax
expense credit. Any additional component, being the incentive component, is recognised as a government
grant.
4.24 Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of
GST incurred is not recoverable from the Tax Office. In these circumstances the GST is recognised as
part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables
in the statement of financial position are shown inclusive of GST.
Cash flows are presented in the statement of cash flows on a gross basis, except for the GST components
of investing and financing activities, which are disclosed as operating cash flows.
4.25 Rounding of amounts
The Parent Entity has applied the relief available to it under ASIC Class Order 98/100 and accordingly,
amounts in the financial statements and directors’ report have been rounded off to the nearest $1,000, or
in certain cases, the nearest dollar.
4.26 Significant management judgement in applying accounting policies
When preparing the financial statements, management undertakes a number of judgements, estimates and
assumptions about the recognition and measurement of assets, liabilities, income and expenses.
Significant management judgement
The following are significant management judgements in applying the accounting policies of the Group
that have the most significant effect on the financial statements.
Fair value of live fish held for sale
Management values live fish held for sale at their fair value less costs to sell in accordance with AASB141
Agriculture. Estimated fair values are based on actual selling prices achieved in the three weeks following
the reporting date and other relevant factors assessed as impacting fair value in accordance with
AASB141. These estimates may vary from net sale proceeds ultimately achieved.
Research and development tax incentive refund
The estimated amount recognised is based on detailed analysis of expenditure incurred and advice from
the Group’s adviser. The actual amount to be claimed is finalised after completion of the audited
accounts and preparation of the Group’s income tax return.
Page 45
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
Recognition of deferred tax assets
The extent to which deferred tax assets can be recognised is based on an assessment of the probability of
the Group’s future taxable income against which the deferred tax assets can be utilised. In addition,
significant judgement is required in assessing the impact of any legal or economic limits or uncertainties in
relevant tax jurisdictions (see Note 4.15).
Estimation uncertainty
Information about estimates and assumptions that have the most significant effect on recognition and
measurement of assets, liabilities, income and expenses is provided below. Actual results may be
substantially different.
Impairment
In assessing impairment, management estimates the recoverable amount of each asset or cash-generating
unit based on expected future cash flows and uses an interest rate to discount them. Estimation
uncertainty relates to assumptions about future operating results and the determination of a suitable
discount rate (see Note 4.12).
Useful lives of depreciable assets
Management reviews its estimate of the useful lives of depreciable assets at each reporting date, based on
the expected utility of the assets. Uncertainties in these estimates relate to technical and other forms of
obsolescence.
Inventories
Management estimates the net realisable values of inventories, taking into account the most reliable
evidence available at each reporting date. The future realisation of these inventories may be affected by
market-driven changes that may reduce future selling prices.
Page 46
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
Segment reporting
5
Management currently identifies the Group’s two segments as finfish sales and tuna operations as detailed
in Note 4.5. These operating segments are monitored by the Group’s chief operating decision maker and
strategic decisions are made on the basis of adjusted segment operating results.
Segment information for the reporting period is as follows:
Revenue
From external customers
From other segments
Segment revenues
Other income
Net gain from changes in value of fish
Fish husbandry expense
Employee benefits expense
Fish processing and selling expense
Depreciation and amortisation
Other expenses
Finance costs and income
Segment operating profit before tax
Segment assets 2015
Revenue
From external customers
From other segments
Segment revenues
Other income
Net gain from changes in value of fish
Fish husbandry expense
Employee benefits expense
Fish processing and selling expense
Depreciation and amortisation
Other expenses
Finance costs and income
Segment operating profit before tax
Segment assets 2014
Finfish
Sales
2015
$’000
18,481
-
18,481
1,401
11,378
(17,372)
(5,678)
(3,870)
(1,571)
(1,368)
(7)
1,394
50,461
Finfish
Sales
2014
$’000
10,397
-
10,397
1,207
10,601
(10,297)
(4,404)
(1,771)
(1,379)
(1,413)
(18)
2,923
37,123
Tuna
Operations Unallocated
2015
$’000
2015
$’000
-
-
-
135
-
-
(67)
-
(134)
(411)
-
(477)
2,570
-
-
-
-
-
-
-
-
-
-
116
116
1,513
Tuna
Operations Unallocated
2014
$’000
2014
$’000
-
-
-
4,183
-
-
(208)
-
(134)
(466)
-
3,375
2,988
-
-
-
-
-
-
-
-
-
-
299
299
9,925
Total
2015
$’000
18,481
-
18,481
1,536
11,378
(17,372)
(5,745)
(3,870)
(1,705)
(1,779)
109
1,033
54,544
Total
2014
$’000
10,397
-
10,397
5,390
10,601
(10,297)
(4,612)
(1,771)
(1,513)
(1,879)
281
6,597
50,036
No segment liabilities are disclosed because there is no measure of segment liabilities regularly reported to
the chief operating decision maker. Unallocated operating income consists of interest income and
unallocated assets consist of cash and cash equivalents.
Page 47
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
The Group’s revenues from external customers and its non-current assets are divided into the following
geographical areas:
Australia
Other countries
Total
Revenue
2015
$’000
Non-current assets
2015
$’000
Revenue
2014
$’000
Non-current assets
2014
$’000
13,224
5,257
18,481
16,533
-
16,533
8,137
2,260
10,397
16,546
-
16,546
Revenues from external customers in the Group’s domicile, Australia, as well as its major other markets
have been identified on the basis of the customer’s geographical location. Non-current assets are
allocated based on their physical location.
During 2015, $1,750k or 9% (2014: $1,031k or 10%) of the Group’s revenues depended on a single
customer in the finfish sales segment.
Revenue
6
Revenue for the reporting periods consist of the following:
Sale of fish products
Sale of fingerlings
Other revenue
Other income
7
Other income for the reporting periods consist of the following:
R&D tax incentive refund – 15% incentive component
Grant income – AusIndustry commercial ready
Gain / (loss) on disposal of property, plant and equipment
Finance income and finance costs
8
Finance income for the reporting periods consist of the following:
Interest income from cash and cash equivalents
2015
$’000
18,185
-
296
2014
$’000
9,917
71
409
18,481
10,397
2015
$’000
1,538
-
(2)
1,536
2015
$’000
116
116
2014
$’000
1,389
3,953
48
5,390
2014
$’000
299
299
Page 48
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
Finance costs for the reporting periods consist of the following:
Interest expenses for borrowings at amortised cost:
•
• other borrowings at amortised cost
finance leases
2015
$’000
7
-
7
2014
$’000
3
15
18
Income tax expense
9
The major components of tax expense and the reconciliation of the expected tax expense based on the
domestic effective tax rate of 30% (2014: 30%) and the reported tax expense in profit or loss are as
follows:
Profit before tax
Domestic tax rate for Clean Seas Tuna Limited
Expected tax expense
Adjustment for R&D tax incentive refund – 30% corporate tax rate component
Adjustment for FITB on capital raising costs expensed
Current year tax expense offset against prior year tax losses
Adjustment for tax-exempt income
Actual tax expense / (income)
Tax expense comprises:
• R&D tax incentive refund – 30% corporate tax rate component
• Deferred tax expense
Tax expense / (income)
2015
$’000
1,033
30%
310
(3,075)
-
-
(310)
(3,075)
(3,075)
-
(3,075)
2014
$’000
6,597
30%
1,979
(2,778)
219
(1,562)
(417)
(2,559)
(2,778)
219
(2,559)
Due to uncertainty regarding the utilisation of prior year tax losses in future years, the tax losses are not
recognised as an asset. Carried forward tax losses as at 30 June 2015 are approximately $78.5 million (30
June 2014: $88.641 million).
10 Cash and cash equivalents
Cash and cash equivalents include the following components:
Cash at bank and in hand
Deposits at call
Total
2015
$’000
1,143
370
1,513
2014
$’000
2,683
7,242
9,925
Page 49
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
11 Trade and other receivables
Trade and other receivables consist of the following:
Trade receivables, gross
Allowance credit losses
Trade receivables
Other receivables
R&D Tax Incentive Refund receivable
Receivables due from related parties
Total
2015
$’000
1,444
(20)
1,424
203
4,613
0
6,240
2014
$’000
758
(20)
738
135
4,167
7
5,047
All amounts are short-term. The net carrying value of trade receivables is considered a reasonable
approximation of fair value.
The movement in the allowance for credit losses can be reconciled as follows:
Reconciliation of allowance credit losses
Balance at 1 July
Amounts written off / (uncollectable)
Impairment loss
Impairment loss reversed
Balance 30 June
2015
$’000
20
-
-
-
20
2014
$’000
20
-
-
-
20
An analysis of unimpaired trade receivables that are past due is given in Note 31.3.
Financial assets and liabilities
12
12.1 Categories of financial assets and liabilities
Note 4.13 provides a description of each category of financial assets and financial liabilities and the
related accounting policies
Page 50
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Page 52
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
12.2 Derivative financial instruments
The Group’s derivative financial instruments are measured at fair value and are summarised below:
EUR forward contracts - cash flow hedge
2015
$’000
0
0
2014
$’000
-
-
The Group uses forward foreign exchange contracts to mitigate exchange rate exposure arising from
forecast sales in EUR and other currencies. All forward exchange contracts have been designated as
hedging instruments in cash flow hedges in accordance with AASB 139.
The Group’s EUR forward contracts relate to cash flows that have been forecasted for July to September
2015. All forecast transactions for which hedge accounting has been used are expected to occur.
During FY15 no gains or losses were recognised in other comprehensive income or reclassified from
equity into profit or loss within revenue (2014: nil).
12.3 Other financial assets and liabilities
The carrying amount of the following financial assets and liabilities is considered a reasonable
approximation of fair value:
•
•
•
•
cash and cash equivalents;
trade and other receivables;
trade and other payables; and
borrowings; and
Inventories
13
Inventories consist of the following:
Frozen fish products
Fish feed
Packaging materials
14
Biological assets - current
Live Yellowtail Kingfish – Held for Sale
Carrying amount at beginning of period
Adjusted for:
Gain from physical changes at fair value less costs to sell
Decrease due to harvest for sale as fresh
Net gain recognised in profit and loss
Decrease due to harvest for processing to frozen inventory
Carrying amount at end of period
2015
$’000
768
1,656
27
2,451
2015
$’000
17,001
25,621
(14,243)
11,378
(781)
27,598
2014
$’000
12
800
-
812
2014
$’000
6,420
18,254
(7,653)
10,601
(20)
17,001
Page 53
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
The closing biomass comprised 2,304 tonnes at an average weight of 2.2kg. This comprised 1,517 tonnes
of 2014 year class (YC14) at an average weight of 3.9kg and 787 tonnes of YC15 at an average weight of
1.2kg (2014: 1,309 tonnes at 1.9kg comprising 510 tonnes of YC13 at 4.1kg and 799 tonnes of YC14 at
1.4kg). During FY15 harvests totalled 1,154 tonnes (FY14: 577 tonnes).
There is inherent uncertainty in the biomass estimate and resultant live fish valuation. This is common to
all such valuations and best practice methodology is used to facilitate reliable estimates. Biomass is
estimated using a model that simulates fish growth. Actual growth will invariably differ to some extent,
which is monitored and stock records adjusted via harvest counts and weights, periodic sample weight
checks, physical counts on transfer to sea cages and subsequent splitting of cages, mortality counts and
reconciliation of the perpetual records after physical counts and on cage closeout.
Property, plant and equipment
15
Details of the Group’s property, plant and equipment and their carrying amount are as follows:
Gross carrying amount
Balance 1 July 2014
Additions
Transfers & Other Movements
Disposals
Balance 30 June 2015
Depreciation and impairment
Balance 1 July 2014
Disposals
Impairment
Depreciation
Land &
Buildings
$’000
Plant &
Equipment
$’000
Marina
Lease
$’000
Dams &
Fishponds
$’000
11,854
287
(344)
-
17,854
1,413
344
(156)
2,000
364
-
-
-
-
-
-
Total
$’000
32,072
1,700
-
(156)
11,797
19,455
2,000
364
33,616
(4,244)
(12,189)
(2,000)
(364)
(18,797)
-
-
148
-
(450)
(1,255)
-
-
-
-
-
-
148
-
(1,705)
Balance 30 June 2015
(4,694)
(13,296)
(2,000)
(364)
(20,354)
Carrying amount 30 June 2015
7,103
6,159
0
0
13,262
Gross carrying amount
Balance 1 July 2013
Additions
Disposals
Land &
Buildings
$’000
Plant &
Equipment
$’000
Marina
Lease
$’000
Dams &
Fishponds
$’000
11,628
226
-
16,490
1,613
(249)
2,000
-
-
364
-
-
Total
$’000
30,482
1,839
(249)
Balance 30 June 2014
11,854
17,854
2,000
364
32,072
Depreciation and impairment
Balance 1 July 2013
Disposals
Impairment
Depreciation
(3,809)
(11,331)
(2,000)
(364)
(17,504)
-
-
220
-
(435)
(1,078)
-
-
-
-
-
-
220
-
(1,513)
Balance 30 June 2014
(4,244)
(12,189)
(2,000)
(364)
(18,797)
Carrying amount 30 June 2014
7,610
5,665
0
0
13,275
Page 54
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
All depreciation and impairment charges are included within depreciation, amortisation and impairment
of non-financial assets.
The Property, Plant and Equipment has been pledged as security for the Group’s bank borrowings (see
Note 19).
16
Biological assets – non-current
Finfish Broodstock
Carrying amount at beginning of period
Purchases
Sales
Carrying amount at end of period
2015
$’000
244
-
-
244
2014
$’000
234
10
-
244
Intangible assets
17
Details of the Group’s intangible assets and their carrying amounts are as follows:
Net carrying amount
Balance at 1 July 2014
Additions
Disposals
Amortisation and impairment
PIRSA
Leases
and
Licences
$’000
Southern
Bluefin
Tuna
Quota
$’000
Total
$’000
2,827
200
3,027
-
-
-
-
-
-
-
-
-
Net carrying amount 30 June 2015
2,827
200
3,027
Balance at 1 July 2013
2,827
200
3,027
Additions
Disposals
Amortisation and impairment
-
-
-
-
-
-
-
-
-
Carrying amount 30 June 2014
2,827
200
3,027
At each reporting date the Directors review intangible assets for impairment. No impairment was
assessed as necessary in 2015 (2014: nil).
18 Trade and other payables
Trade and other payables consist of the following:
trade payables
Current:
•
•
• other payables
related party payables
Total trade and other payables
2015
$’000
966
18
807
1,791
2014
$’000
969
26
604
1,599
Page 55
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
All amounts are short-term. The carrying values of trade payables and other payables are considered to
be a reasonable approximation of fair value.
19 Borrowings
Borrowings consist of the following:
Current:
• Finance lease (note 30)
• Other – insurance premium funding
Total borrowings – current
Non-current:
• Finance lease (note 30)
• Other
Total borrowings – non-current
2015
$’000
2014
$’000
66
100
166
84
-
84
21
-
21
48
-
48
In May 2015 the Group entered into a secured $7.0m Trade Finance Facility with Commonwealth Bank
of Australia. This is an ongoing facility subject to annual review and is secured against all Group assets. At
30 June 2015 this facility remained undrawn.
Provisions
20
The carrying amounts and movements in the provisions account are as follows:
Annual Leave
$’000
Long Service
Leave
$’000
Carrying amount 1 July 2014
Additional provisions
Amount utilised
Carrying amount 30 June 2015
Current employee benefit provision
Non-current employee benefit provision
254
281
(257)
278
278
-
Employee remuneration
21
21.1 Employee benefits expense
Expenses recognised for employee benefits are analysed below:
Salaries and wages
Superannuation – Defined contribution plans
Leave entitlement accrual adjustment
Other on-costs
Total
323
49
(46)
326
278
48
2015
$’000
4,919
400
27
399
5,745
Total
$’000
577
330
(303)
604
556
48
2014
$’000
3,902
295
85
330
4,612
Page 56
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
21.2 Share-based employee remuneration
As at 30 June 2015 the Group does not have a share-based payment scheme for employee remuneration.
Equity
22
22.1 Share capital
The share capital of Clean Seas Tuna Limited consists only of fully paid ordinary shares; the shares do not
have a par value. All shares are equally eligible to receive dividends and the repayment of capital and
represent one vote at a shareholders’ meeting.
Shares issued and fully paid:
• at beginning of the year
• share issue
2015
Shares
2014
Shares
2015
$’000
1,105,282,736
801,757,062
157,736
-
303,525,674
-
Total contributed equity at 30 June
1,105,282,736
1,105,282,736
157,736
2014
$’000
148,534
9,202
157,736
The shares issued in FY14 were issued on 4 December 2013 pursuant to a Share Purchase Plan at 3.2
cents per share. Net proceeds from this share issue include $729k of transaction costs less $219k Future
Income Tax Benefit arising from these transaction costs.
Earnings per share and dividends
23
23.1 Earnings per share
Both the basic and diluted earnings per share have been calculated using the profit attributable to
shareholders of Clean Seas Tuna Limited as the numerator (ie no adjustments to profit were necessary in
2015 or 2014).
The reconciliation of the weighted average number of shares for the purposes of diluted earnings per
share to the weighted average number of ordinary shares used in the calculation of basic earnings per
share is as follows:
Amounts in thousand shares:
• weighted average number of shares used in basic earnings per share
• shares deemed to be issued for no consideration in respect of share based
payments
2015
2014
1,105,283
972,062
-
-
Weighted average number of shares used in diluted earnings per share
1,105,283
972,062
23.2 Dividends
Dividends declared during the year
2015
$’000
-
2014
$’000
-
Page 57
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
23.3 Franking credits
The amount of the franking credits available for subsequent reporting periods are:
• balance at the end of the reporting period
•
franking credits that will arise from the payment of the amount of provision for
income tax
•
•
franking debits that will arise from the payment of dividends recognised as a
liability at the end of the reporting period
franking credits that will arise from the receipt of dividends recognised as
receivables at the end of reporting period
24
Reconciliation of cash flows from operating activities
Profit for the period
Adjustments for:
• depreciation, amortisation and impairment
• net interest received included in investing and financing
Net changes in working capital:
• change in inventories
• change in trade and other receivables
• change in prepayments
• change in biological assets
• change in trade and other payables
• change in other employee obligations
• change in deferred grant income
Net cash from operating activities
25
Auditor remuneration
Audit and review of financial statements
Other services
•
•
taxation compliance
taxation consulting
Total other service remuneration
Total auditor’s remuneration
Parent
2015
$’000
2014
$’000
-
-
-
-
-
2015
$’000
4,108
1,706
(109)
(1,639)
(1,193)
496
-
-
-
-
-
2014
$’000
9,156
1,513
(294)
(382)
1,558
(257)
(10,597)
(10,581)
118
27
-
(7,083)
478
85
(3,953)
(2,677)
2015
$’000
2014
$’000
72
10
17
27
99
66
10
1
11
77
Page 58
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
Related party transactions and key management personnel disclosures
26
The Group's related parties comprise its key management and entities associated with key management.
The Remuneration Report in the Directors’ Report sets out the remuneration of directors and specified
executives.
The largest shareholder in Clean Seas Tuna Limited is Australian Tuna Fisheries Pty Ltd (ATF). ATF and
its associated entities controlled 9.1% of issued shares at 30 June 2015 (2014: 9.1%) and it is associated
with Stehr Group Pty Ltd and Sanchez Tuna Pty Ltd.
All transactions with related parties are negotiated on a commercial arms length basis. These transactions
were as follows:
Australian Tuna Fisheries Pty Ltd:
• Receipts for ice, expenses, SBT quota lease and contract labour
• Payments for towing, contract labour, fish feed, marina and net shed rent, fish
and electricity
Stehr Group Pty Ltd
• Payments for office rent
Sanchez Tuna Pty Ltd
• Payments for consulting services
PSMMR Pty Ltd (associated with Paul Robinson – Alternate Director)
• Payments for consulting services
2015
$’000
2014
$’000
11
326
10
-
36
37
258
14
70
36
The following balances are outstanding as at the reporting date in relation to transactions with related
parties:
Current receivables:
• Australian Tuna Fisheries Pty Ltd
Current Payables
• Australian Tuna Fisheries Pty Ltd
• PSMMR Pty Ltd
2015
$’000
2014
$’000
-
18
-
7
12
14
The totals of remuneration paid or payable to the key management personnel of the Group during the
year are as follows:
Short-term employee benefits
Post-employment benefits
Long-term benefits
Termination benefits
Total Remuneration
2015
$’000
1,036
74
8
99
1,217
2014
$’000
868
52
6
-
926
Page 59
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
The Remuneration Report contained in the Directors’ Report contains details of the remuneration paid or
payable to each member of the Group’s key management personnel for the year ended 30 June 2015.
27 Contingent assets and liabilities
Clean Seas announced in June 2015 that it has commenced litigation against Gibson’s Limited, trading as
Skretting Australia, in relation to feed supplied from FY09 to FY12 which contained insufficient taurine.
This resulted in mortalities and poor growth in the Yellowtail Kingfish stocks which caused substantial
trading losses. It was noted that Clean Seas also reserves its rights against another feed supplier in relation
to the same issue. This litigation is at an early stage. No amounts have been recognised in these accounts
in relation to potential compensation or future litigation costs.
The Group also has unrecognised carry forward tax losses. This contingent asset is discussed in Note 9.
There are no other material contingent assets or liabilities.
28 Capital commitments
Property, plant and equipment
2015
$’000
50
50
2014
$’000
-
-
Capital commitments relate to items of plant and equipment where funds have been committed but the
assets not yet received.
Interests in subsidiaries
29
29.1 Composition of the Group
Set out below are details of the subsidy held directly by the Group:
Name of the Subsidiary
Clean Seas Aquaculture
Growout Pty Ltd
Country of incorporation
and principal place of
business
Australia
Group proportion of
ownership interests
Principal activity
30 June 2015 30 June 2014
Growout and sale of
Yellowtail Kingfish
100%
100%
29.2 Interests in unconsolidated structured entities
The Group has no interests in unconsolidated structured entities.
Leases
30
30.1 Finance leases as lessee
The Group holds a number of motor vehicles under finance lease arrangements. The net carrying amount
of these assets is $197k (2014: $64k).
The Group’s finance lease liabilities, which are secured by the related assets held under finance leases, are
classified as follows:
Page 60
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
Finance lease liabilities
Current:
•
Non-current:
•
finance lease liabilities
finance lease liabilities
2015
$’000
2014
$’000
66
84
21
48
Future minimum finance lease payments at the end of each reporting period under review were as
follows:
30 June 2015
Lease payments
Finance charges
Net present values
30 June 2014
Lease payments
Finance charges
Net present values
Minimum lease payments due
Within 1 year
$’000
1-5 years
$’000
After 5 years
$’000
72
(6)
66
24
(3)
21
87
(3)
84
50
(2)
48
-
-
-
-
Total
$’000
159
(9)
150
74
(5)
69
Financial instrument risk
31
31.1 Risk management objectives and policies
The Group is exposed to various risks in relation to financial instruments. The Group’s financial assets
and liabilities by category are summarised in Note 12.1. The main types of risks are market risk, credit
risk and liquidity risk.
The Group’s risk management is coordinated at its head office, in close cooperation with the Board of
Directors, and focuses on actively managing those risks to secure the Group’s short to medium-term cash
flows.
The Group does not engage in the trading of financial assets for speculative purposes nor does it write
options. The most significant financial risks to which the Group is exposed are described below.
31.2 Market risk analysis
The Group is exposed to market risk through its use of financial instruments and specifically to currency
risk, interest rate risk and certain other price risks, which result from both its operating and investing
activities.
Foreign currency sensitivity
Most of the Group’s transactions are carried out in Australian dollars (AUD). Exposures to currency
exchange rates mainly arise from the Group’s overseas sales, which are currently primarily denominated in
Euro (EUR).
To mitigate the Group’s exposure to foreign currency risk, non-AUD cash flows are monitored, customer
payments are credited to foreign currency bank accounts and converted to AUD on a managed basis and
Page 61
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
forward exchange contracts may be entered into in accordance with the Group’s risk management
policies. Where the amounts to be paid and received in a specific currency are expected to largely offset
one another, no further hedging activity is undertaken.
Foreign currency denominated financial assets and liabilities which expose the Group to currency risk are
disclosed below. The amounts shown are those reported to key management translated into AUD at the
closing rate:
30 June 2015
•
•
financial assets
financial liabilities
Total exposure
30 June 2014
•
•
financial assets
financial liabilities
Total exposure
Short term exposure
Long term exposure
EUR
A$’000
USD
A$’000
Other
A$’000
EUR
A$’000
USD
A$’000
Other
A$’000
444
-
444
148
-
148
69
-
69
14
-
14
-
-
-
16
-
16
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
The following table illustrates the sensitivity of profit and equity in regards to the Group’s financial assets
and financial liabilities and the AUD / EUR exchange rate ‘all other things being equal’. It assumes a +/-
5% change in this exchange rate for the year ended at 30 June 2015 (2014: 5%). The sensitivity analysis
is based on the impact on the Group’s valuation of live fish held for sale.
Profit and Equity
Increase / (Decrease)
Increase 5% Decrease 5%
A$’000
A$’000
30 June 2015
30 June 2014
(500)
(142)
540
153
Exposures to foreign exchange rates vary during the year depending on the volume of overseas
transactions. Nonetheless, the analysis above is considered to be representative of the Group’s exposure
to currency risk.
Interest rate sensitivity
The Group’s policy is to minimise interest rate cash flow risk exposures on long-term financing. At 30
June 2015 the Group was not exposed to changes in market interest rates because it had not drawn down
its bank facility and its finance lease liabilities were at fixed interest rates.
31.3 Credit risk analysis
Credit risk is the risk that a counterparty fails to discharge an obligation to the Group. The Group is
exposed to this risk for various financial instruments, for example by granting trade credit to customers
and investing surplus funds. The Group’s maximum exposure to credit risk is limited to the carrying
amount of financial assets recognised at the reporting date, as summarised below:
Page 62
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
Classes of financial assets
Carrying amounts:
• cash and cash equivalents
•
trade and other receivables
2015
$’000
1,513
6,240
7,753
2014
$’000
9,925
5,047
14,972
The Group continuously monitors defaults of customers and other counterparties, identified either
individually or by group and incorporates this information into its credit risk controls. Where available at
reasonable cost, external credit ratings and/or reports on customers and other counterparties are obtained
and used. The Group’s policy is to deal only with creditworthy counterparties.
The Group’s management considers that all of the above financial assets that are not impaired or past due
for each of the 30 June reporting dates under review are of good credit quality.
At 30 June, the Group has certain trade receivables that have not been settled by the contractual due date
but are not considered to be impaired. The amounts at 30 June analysed by the length of time past due,
are:
Not more three (3) months
More than three (3) months but not more than six (6) months
More than six (6) months but not more than one (1) year
More than one (1) year
Total
2015
$’000
262
2
-
-
264
2014
$’000
51
-
-
-
51
In respect of trade and other receivables, the Group is not exposed to any significant credit risk exposure
to any single counterparty or any group of counterparties having similar characteristics. Trade receivables
consist of a large number of customers in various industries and geographical areas. Based on historical
information about customer default rates management consider the credit quality of trade receivables that
are not past due or impaired to be good.
The credit risk for cash and cash equivalents is considered negligible, since the counterparties are
reputable banks with high quality external credit ratings.
31.4 Liquidity risk analysis
Liquidity risk is the risk that the Group might be unable to meet its obligations. The Group manages its
liquidity needs by monitoring scheduled debt servicing payments for long-term financial liabilities as well
as forecast cash inflows and outflows due in day-to-day business. The data used for analysing these cash
flows is consistent with that used in the contractual maturity analysis below. Liquidity needs are
monitored in various time bands, on a day-to-day and week-to-week basis, as well as on the basis of a
rolling monthly projection. Net cash requirements are compared to available cash and borrowing
facilities in order to determine headroom or any shortfalls. This analysis shows that available borrowing
facilities are expected to be sufficient over the lookout period.
Page 63
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
As at 30 June 2015, the Group’s non-derivative financial liabilities have contractual maturities (including
interest payments where applicable) as summarised below:
Current
Non-current
Within 6 months
$’000
6 - 12 months
$’000
1 - 5 years
$’000
5+ years
$’000
30 June 2015
Trade and other payables
Finance lease obligations
Other borrowings
Total
1,791
36
100
1,927
-
36
-
36
-
87
-
87
-
-
-
-
This compares to the maturity of the Group’s non-derivative financial liabilities in the previous reporting
periods as follows:
30 June 2014
Trade and other payables
Finance lease obligations
Other borrowings
Total
Current
Non-current
Within 6 months
$’000
6 - 12 months
$’000
1 - 5 years
$’000
5+ years
$’000
1,599
12
-
1,611
-
12
-
12
-
50
-
50
-
-
-
-
The above amounts reflect the contractual undiscounted cash flows, which may differ to the carrying
values of the liabilities at the reporting date.
Fair value measurement
32
32.1 Fair value measurement of non-financial instruments
Financial assets and financial liabilities measured at fair value in the statement of financial position are
grouped into three levels of a fair value hierarchy. The three levels are defined based on the observability
of significant inputs to the measurement, as follows:
• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
• Level 2: 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 following table shows the Levels within the hierarchy of non-financial assets measured at fair value
on a recurring basis at 30 June 2015:
30 June 2015
Biological assets - current
Biological assets – non-current
Southern bluefin tuna quota
Total
Level 1
$’000
-
-
-
-
Level 2
$’000
27,598
244
200
28,042
Level 3
$’000
-
-
-
-
Total
$’000
27,598
244
200
28,042
Page 64
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
30 June 2014
Biological assets - current
Biological assets – non-current
Southern bluefin tuna quota
Total
Level 1
$’000
-
-
-
-
Level 2
$’000
17,001
244
200
17,445
Level 3
$’000
-
-
-
-
Total
$’000
17,001
244
200
17,445
The fair values of the biological assets are determined in accordance with Note 4.22.
33 Capital management policies and procedures
The Group’s capital management objectives are:
•
•
to ensure the Group’s ability to continue as a going concern; and
to provide an adequate return to shareholders
Management assesses the Group’s capital requirements in order to maintain an efficient overall financing
structure while avoiding excessive leverage. The Group manages the capital structure and makes
adjustments to it in the light of changes in economic conditions and the risk characteristics of the
underlying assets. In order to maintain or adjust the capital structure, the Group considers the issue of
new shares, dividends, return of capital to shareholders and sale of assets to reduce debt.
The Group has satisfied its covenant obligations since the Commonwealth Bank of Australia $7m Trade
Finance Facility was implemented in June 2015, with this facility being fully undrawn as at 30 June 2015.
34 Parent entity information
Information relating to Clean Seas Tuna Limited (‘the Parent Entity’):
Statement of financial position
Current assets
Total assets
Current liabilities
Total liabilities
Net assets
Issued capital
Retained earnings
Share option reserve
Total equity
Statement of profit or loss and other comprehensive income
Profit for the year
Other comprehensive income
Total comprehensive income
2015
$’000
5,595
37,660
1,045
1,073
36,587
157,736
2014
$’000
13,174
35,895
843
859
35,036
157,736
(121,149)
(123,754)
-
36,587
1,551
-
1,551
1,054
35,036
5,397
-
5,397
The Parent Entity has capital commitments of $18k to purchase plant and equipment
(2014: $Nil). Refer Note 28 for further details of the commitment.
Page 65
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Notes to the Financial Statements
For the year ended 30 June 2015
The Parent Entity has not entered into a Deed of Cross Guarantee. Refer Note 27 in relation to
contingent assets and liabilities.
35 Post-reporting date events
No adjusting or significant non-adjusting events have occurred between the reporting date and the date of
authorisation.
Page 66
Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Directors’ Declaration
For the year ended 30 June 2015
1. In the opinion of the Directors of Clean Seas Tuna Limited:
a The consolidated financial statements and notes of Clean Seas Tuna Limited are in accordance
with the Corporations Act 2001, including:
i Giving a true and fair view of its financial position as at 30 June 2015 and of its performance
for the financial year ended on that date; and
ii Complying with Australian Accounting Standards (including the Australian Accounting
Interpretations) and the Corporations Regulations 2001; and
b There are reasonable grounds to believe that Clean Seas Tuna Limited will be able to pay its
debts as and when they become due and payable.
2. 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 for the financial year ended
30 June 2015.
3. Note 2 confirms that the consolidated financial statements also comply with International Financial
Reporting Standards.
Signed in accordance with a resolution of the Directors:
Paul Steere
Chairman
Dated the 28th day of August 2015
Page 67
Level 1,
67 Greenhill Rd
Wayville SA 5034
Correspondence to:
GPO Box 1270
Adelaide SA 5001
T 61 8 8372 6666
F 61 8 8372 6677
E info.sa@au.gt.com
W www.grantthornton.com.au
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF CLEAN SEAS TUNA LIMITED
Report on the financial report
We have audited the accompanying financial report of Clean Seas Tuna Limited (the
“Company”), which comprises the consolidated statement of financial position as at 30 June
2015, the consolidated statement of profit or loss and other comprehensive income,
consolidated statement of changes in equity and consolidated statement of cash flows for
the year then ended, notes comprising a summary of significant accounting policies and
other explanatory information and the directors’ declaration of the consolidated entity
comprising the Company and the entities it controlled at the year’s end or from time to time
during the financial year.
Directors’ responsibility 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. The Directors’ responsibility also includes 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. The Directors also state, in the notes to the financial report, in accordance with
Accounting Standard AASB 101 Presentation of Financial Statements, the financial
statements comply with International Financial Reporting Standards.
Auditor’s responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We
conducted our audit in accordance with Australian Auditing Standards. Those standards
require us to comply with relevant ethical requirements relating to audit engagements and
plan and perform the audit to obtain reasonable assurance whether the financial report is
free from material misstatement.
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the
context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm
is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and
are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its
Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a current
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An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial report. The procedures selected depend on the auditor’s
judgement, including the assessment of the risks of material misstatement of the financial
report, whether due to fraud or error.
In making those risk assessments, the auditor considers internal control relevant to the
Company’s preparation of the financial report that gives a true and fair view in order to
design audit procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Company’s internal control. An audit
also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by the Directors, as well as evaluating the
overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our audit opinion.
Independence
In conducting our audit, we have complied with the independence requirements of the
Corporations Act 2001.
Auditor’s opinion
In our opinion:
a
the financial report of Clean Seas Tuna Limited is in accordance with the
Corporations Act 2001, including:
i
ii
giving a true and fair view of the consolidated entity’s financial position as at 30
June 2015 and of its performance for the year ended on that date; and
complying with Australian Accounting Standards and the Corporations
Regulations 2001; and
b
the financial report also complies with International Financial Reporting Standards as
disclosed in the notes to the financial statements.
Report on the remuneration report
We have audited the remuneration report included in the directors’ report for the year
ended 30 June 2015. 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.
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Auditor’s opinion on the remuneration report
In our opinion, the remuneration report of Clean Seas Tuna Limited for the year ended 30
June 2015, complies with section 300A of the Corporations Act 2001.
GRANT THORNTON AUDIT PTY LTD
Chartered Accountants
S J Gray
Partner – Audit & Assurance
Adelaide, 28 August 2015
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Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Additional ASX Information
Additional information required by the ASX Limited Listing Rules and not disclosed elsewhere in this
report is set out below. The information is effective as at 7 August 2015.
Ordinary share capital (quoted)
1,105,282,736 fully paid ordinary shares are held by 7,913 shareholders.
Substantial shareholders
The number of shares held by substantial shareholders and their associates are set out below:
Shareholder
Australian Tuna Fisheries Pty Ltd:
Number of Shares
100,314,972
Voting Rights
Ordinary Shares:
On a show of hands, every member present at a meeting in person or by proxy
shall have one vote and upon a poll each fully paid share shall have one vote.
Distribution of equity security holders – Ordinary shares
Holding
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001+
Total
Number of holders
530
1,133
992
3,687
1,571
7,913
There were 2,171 holders of less than a marketable parcel of 8,474 ordinary shares, holding a total of
6,891,188 ordinary shares.
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Clean Seas Tuna Limited ACN 094 380 435 and Controlled Entity
Additional ASX Information
Twenty (20) largest shareholders
Australian Tuna Fisheries Pty Ltd
J P Morgan Nominees Australia Limited
HSBC Custody Nominees (Australia) Limited
Mr Jamie Lewis
Mr Ermanno Feliciani
Mr Jason Conrad Squire
Mr Xianghui Chen
Mr Matthew Rowe & Mrs Lesley Rowe
Citicorp Nominees Pty Limited
Mr Michael John O'Neill & Mrs Rebecca Joan O'Neill
Rdlk Pty Ltd
Walpole Enterprises Pty Ltd
4 Eyes Limited
Mr Leon Gaffney
Hans and Delwyn Pty Limited
Simplot Australia Pty Limited
Mr Anthony Harvey Snaith
Mrs Hui-Chen Tsai
Yong International Investments Pty Ltd
Mr Craig Kenneth Foster
Total
Ordinary shares
Number of
shares held
Percentage
of issued
shares
98,191,042
58,723,787
20,597,154
12,350,000
10,833,333
10,500,000
9,754,113
7,781,620
7,625,066
7,000,000
6,500,000
6,117,954
5,610,000
5,583,291
5,349,465
5,231,250
5,000,000
4,700,000
4,449,465
4,416,131
8.9%
5.3%
1.9%
1.1%
1.0%
0.9%
0.9%
0.7%
0.7%
0.6%
0.6%
0.6%
0.5%
0.5%
0.5%
0.5%
0.5%
0.4%
0.4%
0.4%
296,313,671
26.8%
Securities Exchange
The Company is listed on the Australian Securities Exchange (ASX: CSS).
On Market Buy Back
There is no current on market buy back.
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Annual Report
2014-2015
ABN 61 094 380 435