INTERNATIONAL FISH FARMING HOLDING COMPANY (PJSC) - ASMAK Review report and consolidated interim financial information For the nine months period ended 2014
INTERNATIONAL FISH FARMING HOLDING COMPANY (PJSC) - ASMAK Table of contents Pages Report on review of consolidated interim financial information 1-2 Condensed consolidated statement of financial position 3-4 Condensed consolidated statement of income (unaudited) 5 Condensed consolidated statement of comprehensive income (unaudited) 6 Condensed consolidated statement of changes in equity 7 Condensed consolidated statement of cash flows (unaudited) 8 9-31
INTERNATIONAL FISH FARMING HOLDING COMPANY (PJSC) - ASMAK 5 Condensed consolidated statement of income (unaudited) For the nine months period ended 2014 Continued operations Three months period ended Nine months period ended Note 2014 2013 2014 2013 Revenue 70,329 61,359 234,446 194,734 Cost of revenue (54,187) (47,214) (177,417) (153,407) Gross profit 16,142 14,145 57,029 41,327 General and administrative expenses (12,050) (11,548) (35,284) (33,446) Selling and distribution expenses (3,454) (3,113) (12,923) (8,855) Change in fair value of biological assets 483 428 1,390 1,045 Other income 377 1,461 9,077 4,853 Investment income/(loss) 1,369 1,502 9,296 (4,488) Gain on disposal of interest in a subsidiary 11 12,059-12,059 - Finance cost (461) (4,763) (5,858) (14,790) Profit/(loss) for the period from continuing operations 14,465 (1,888) 34,786 (14,354) Discontinued operations Profit for the period from discontinuing operations 10 1,817-1,817 - Profit/(loss) for the period 16,282 (1,888) 36,603 (14,354) Attributable to: Owners of the Company 15,821 (1,924) 35,605 (15,009) Non-controlling interests 461 36 998 655 16,282 (1,888) 36,603 (14,354) Basic earnings/(loss) per share 17 From continuing and discontinued operations (in UAE fils) 18.61 (2.26) 41.89 (17.65) From continuing operations (in UAE fils) 18.80 (2.26) 40.01 (17.65) The accompanying notes form an integral part of these condensed consolidated financial statements.
INTERNATIONAL FISH FARMING HOLDING COMPANY (PJSC) - ASMAK 6 Condensed consolidated statement of comprehensive income (unaudited) For the nine months period ended 2014 Three months period ended Nine months period ended 2014 2013 2014 2013 Profit/(loss) for the period 16,282 (1,888) 36,603 (14,354) Other comprehensive income: Items that may be reclassified subsequently to profit or loss: Change in the fair value of availablefor-sale investments 377 1,182 2,339 3,224 Reclassification adjustment on disposal of available-for-sale investments - - (1,925) 13,820 Total other comprehensive income 377 1,182 414 17,044 Total comprehensive income/ (loss) for the period 16,659 (706) 37,017 2,690 Attributable to: Owners of the Company 16,198 (742) 36,019 2,035 Non-controlling interests 461 36 998 655 16,659 (706) 37,017 2,690 The accompanying notes form an integral part of these condensed consolidated financial statements.
INTERNATIONAL FISH FARMING HOLDING COMPANY (PJSC) - ASMAK 7 Condensed consolidated statement of changes in equity For the nine months period ended 2014 Cumulative Equity changes on attributable to Non- Share Statutory revaluation of Accumulated the owners of controlling capital reserve investments losses the Company interest Total AED 000 AED 000 AED 000 AED 000 AED 000 AED 000 AED 000 Balance at 31 December 2012 (audited) 510,000 142,746 (17,646) - 635,100 206,913 842,013 Loss for the period - - - (15,009) (15,009) 655 (14,354) Other comprehensive income for the period - - 17,044-17,044-17,044 Total comprehensive income for the period - - 17,044 (15,009) 2,035 655 2,690 Balance at 2013 (unaudited) 510,000 142,746 (602) (15,009) 637,135 207,568 844,703 Balance at 31 December 2013 (audited) 510,000 142,746 439 (249,807) 403,378 207,394 610,772 Profit for the period - - - 35,605 35,605 998 36,603 Other comprehensive income for the period - - 414-414 - 414 Total comprehensive income for the period - - 414 35,605 36,019 998 37,017 Dividends paid - - - - - (3,194) (3,194) Disposal of interest in a subsidiary (Note 11) - - - - - (201,028) (201,028) Balance at 2014 (unaudited) 510,000 142,746 853 (214,202) 439,397 4,170 443,567 ============ ============ ============ ============ ============ ============ ============ The accompanying notes form an integral part of these condensed consolidated financial statements.
INTERNATIONAL FISH FARMING HOLDING COMPANY (PJSC) - ASMAK 8 Condensed consolidated statement of cash flows (unaudited) For the nine months period ended 2014 Nine months period ended 2014 2013 Cash flows from operating activities Profit/(loss) for the period 36,603 (14,354) Adjustments for: Depreciation of property, plant and equipment 12,363 14,135 Gain on disposal of property, plant and equipment (3,088) (838) Impairment of property, plant and equipment written back (1,170) - Depreciation of investment property 80 80 Share of profit from associates and joint ventures (5,296) (4,978) Change in fair value of biological assets (1,390) (1,045) Provision for employees end of service indemnity 2,853 2,099 (Gain)/loss on sale of available-for-sale investments (1,692) 12,963 Gain on disposal of a subsidiary (Note 11) (12,059) - Finance costs 5,858 14,790 --------------------------- ---------------------------- Operating cash flows before changes in operating assets and liabilities 33,062 22,852 (Increase)/decrease in inventories (14,592) 3,310 (Increase)/decrease in accounts and other receivable (2,592) 15,152 Decrease/(increase) in due from related parties 72,115 (28,388) Decrease in biological assets 1,391 2,643 Increase/(decrease) in accounts and other payable 11,804 (15,475) (Decrease)/Increase in due to related parties (196) 12,352 --------------------------- --------------------------- Cash generated from operations 100,992 12,446 Employees end of service indemnity paid (893) (1,935) Finance costs paid (5,858) (14,790) --------------------------- --------------------------- Net cash generated from/(used in) operating activities 94,241 (4,279) --------------------------- --------------------------- Cash flows from investing activities Increase in pledged fixed deposits (20) - Purchase of property, plant and equipment (3,868) (1,568) Proceeds from sale of property, plant and equipment 5,255 1,504 Purchase of available for sale investments - (4,000) Proceeds on disposal of available-for-sale investments 3,666 11,169 Dividend received from associates and joint ventures 14,060 10,300 Additions to investment property (1,258) (3,463) Net cash inflow on disposal of a subsidiary (Note 11) 71,056 - --------------------------- --------------------------- Net cash generated from investing activities 88,891 13,942 --------------------------- --------------------------- Cash flows from financing activities (Repayment of)/proceeds from loan from a related party (260,155) 792 Decrease in bank borrowings (4,404) (10,130) Dividend paid to non-controlling interest (3,194) - --------------------------- --------------------------- Net cash used in financing activities (267,753) (9,338) --------------------------- --------------------------- Net (decrease)/increase in cash and cash equivalents (84,621) 325 Cash and cash equivalents at beginning of the period 139,277 137,409 --------------------------- --------------------------- Cash and cash equivalents at end of the period (Note 9) 54,656 137,734 ============ ============ The accompanying notes form an integral part of these condensed consolidated financial statements.
INTERNATIONAL FISH FARMING HOLDING COMPANY (PJSC) - ASMAK 9 For the nine months period ended 2014 1. General information International Fish Farming Holding Company (PJSC) - Asmak Abu Dhabi (the Company ) is a Public Joint Stock Company incorporated in Abu Dhabi by an Emiri Decree No.15 issued by His Highness the Ruler of Abu Dhabi on 23 November 1998. The Group comprises International Fish Farming Holding Company (PJSC) - Asmak and its subsidiaries the Group (Note 3). The registered office of the company is at P.O. Box 32619, Abu Dhabi, United Arab Emirates. The main activities of the Group are establishments management services, investing in aquaculture projects, trading in fish and fish products, exporting, preserving fish products and other sea living resources through cooling and freezing, buying, selling and dividing plots and real estates, management and leasing of real estate and developing real estate, performing technical, commercial and contracting services, specifically marine works, controls, general contacting and other associate business. 2. Application of new and revised International Financial Reporting Standards ( IFRSs ) 2.1 New and revised IFRSs applied with no material effect on the condensed consolidated financial statements The following new and revised IFRSs have been adopted in these condensed consolidated financial statements. The application of these revised and new IFRSs has not had any material impact on the amounts reported for the current and prior years but may affect the accounting for future transactions or arrangements. New and revised IFRSs Effective for annual periods beginning on or after Amendments to IAS 32 Financial Instruments: Presentation relating to application guidance on the offsetting of financial assets and financial liabilities. Amendments to IAS 36 recoverable amount disclosures The amendments restrict the requirements to disclose the recoverable amount of an asset or CGU to the period in which an impairment loss has been recognized or reversed. They also expand and clarify the disclosure requirements applicable when an asset or CGU s recoverable amount has been determined on the basis of fair value less costs of disposal. Amendments to IAS 39 Financial Instruments: Recognition and Measurement, Novation of Derivatives and Continuation of Hedge Accounting The amendment allows the continuation of hedge accounting when a derivative is novated to a clearing counterparty and certain conditions are met. IFRIC 21 Levies: Interpretation was developed to address the concerns about how to account for levies that are based on financial data of a period that is different from that in which the activity that give rise to the payment of the levy occurs. 1 January 2014 1 January 2014 1 January 2014 1 January 2014
INTERNATIONAL FISH FARMING HOLDING COMPANY (PJSC) - ASMAK 10 2. Application of new and revised International Financial Reporting Standards ( IFRSs ) (continued) 2.1 New and revised IFRSs applied with no material effect on the condensed consolidated financial statements (continued) New and revised IFRSs Amendments to IFRS 10, IFRS 12 and IAS 27 Guidance on Investment Entities. Effective for annual periods beginning on or after 1 January 2014 On 31 October 2012, the IASB published a standard on investment entities, which amends IFRS 10, IFRS 12, and IAS 27 and introduces the concept of an investment entity in IFRSs. 2.2 New and revised International Financial Reporting Standards (IFRSs) in issue but not yet effective and not early adopted The Group has not early applied the following new standards, amendments and interpretations that have been issued but not yet effective: New and revised IFRSs Amendments to IFRS 7 Financial Instruments: Disclosures relating to disclosures about the initial application of IFRS 9. IFRS 7 Financial Instruments: Additional hedge accounting disclosures (and consequential amendments) resulting from the introduction of the hedge accounting chapter in IFRS 9. IFRS 9 Financial Instruments (2009) issued in November 2009 introduces new requirements for the classification and measurement of financial assets. IFRS 9 Financial Instruments (2010) revised in October 2010 includes the requirements for the classification and measurement of financial liabilities, and carrying over the existing derecognition requirements from IAS 39 Financial Instruments: Recognition and Measurement. Effective for annual periods beginning on or after When IFRS 9 is first applied When IFRS 9 is first applied 1 January 2018
INTERNATIONAL FISH FARMING HOLDING COMPANY (PJSC) - ASMAK 11 2. Application of new and revised International Financial Reporting Standards ( IFRSs ) (continued) 2.2 New and revised International Financial Reporting Standards (IFRSs) in issue but not yet effective and not early adopted (continued) New and revised IFRSs IFRS 9 Financial Instruments (continued) IFRS 9 Financial Instruments (2013) was revised in November 2013 to incorporate a hedge accounting chapter and permit the early application of the requirements for presenting in other comprehensive income the own credit gains or losses on financial liabilities designated under the fair value option without early applying the other requirements of IFRS 9. Effective for annual periods beginning on or after Finalised version of IFRS 9 (IFRS 9 Financial Instruments (2014)) was issued in July 2014 incorporating requirements for classification and measurement, impairment, general hedge accounting and derecognition. IFRS 9 (2009) and IFRS 9 (2010) were superseded by IFRS 9 (2013) and IFRS 9 (2010) also superseded IFRS 9 (2009). The various standards also permit various transitional options. Accordingly, entities can effectively choose which parts of IFRS 9 they apply, meaning they can choose to apply: (1) the classification and measurement requirements for financial assets (2) the classification and measurement requirements for both financial assets and financial liabilities (3) the classification and measurement requirements and the hedge accounting requirements. IFRS 15 Revenue from Contracts with Customers: IFRS 15 provides a single, principles based five-step model to be applied to all contracts with customers. Annual Improvements to IFRSs 2012-2014 Cycle that include amendments to IFRS 5, IFRS 7, IAS 19 and IAS 34. Amendments to IAS 16 and IAS 38 to clarify the acceptable methods of depreciation and amortization. Amendments to IFRS 11 to clarify accounting for acquisitions of Interests in Joint Operations. Amendments to IAS 16 and IAS 41 require biological assets that meet the definition of a bearer plant to be accounted for as property, plant and equipment in accordance with IAS 16. 1 January 2017 1 July 2016 1 January 2016 1 January 2016 1 January 2016
INTERNATIONAL FISH FARMING HOLDING COMPANY (PJSC) - ASMAK 12 2. Application of new and revised International Financial Reporting Standards ( IFRSs ) (continued) 2.2 New and revised International Financial Reporting Standards (IFRSs) in issue but not yet effective and not early adopted (continued) New and revised IFRSs Amendments to IFRS 10 and IAS 28 clarify that the recognition of the gain or loss on the sale or contribution of assets between an investor and its associate or joint venture depends on whether the assets sold or contributed constitute a business. Amendments to IAS 27 allow an entity to account for investments in subsidiaries, joint ventures and associates either at cost, in accordance with IAS 39/IFRS 9 or using the equity method in an entity's separate financial statements. Annual Improvements to IFRSs 2010-2012 Cycle that includes amendments to IFRS 2, IFRS 3, IFRS 8, IFRS 13, IAS 16, IAS 38 and IAS 24. Annual Improvements to IFRSs 2011-2013 Cycle that includes amendments to IFRS 1, IFRS 3, IFRS 13 and IAS 40. Amendments to IAS 19 Employee Benefits clarify the requirements that relate to how contributions from employees or third parties that are linked to service should be attributed to periods of service. Effective for annual periods beginning on or after 1 January 2016 1 January 2016 1 July 2014 1 July 2014 1 July 2014 Management anticipates that these new standards, interpretations and amendments will be adopted in the Group s consolidated financial statements for the period beginning 1 January 2015 or as and when they are applicable and adoption of these new standards, interpretations and amendments, except for IFRS 9, may have no material impact on the consolidated financial statements of the Group in the period of initial application. Management anticipates that IFRS 9 will be adopted in the Group s consolidated financial statements for the annual period beginning 1 January 2018 and that the application of IFRS 9 may have significant impact on amounts reported in respect of the Group s financial assets and financial liabilities. However, it is not practicable to provide a reasonable estimate of that effect until a detailed review has been completed.
INTERNATIONAL FISH FARMING HOLDING COMPANY (PJSC) - ASMAK 13 3. Summary of significant accounting policies 3.1 Basis of preparation These condensed consolidated financial statements have been prepared in accordance with International Accounting Standard (IAS) No. 34, Interim Financial Reporting and also comply with the applicable requirements of the laws in the U.A.E. The condensed consolidated financial statements are presented in U.A.E. Dirhams (AED) since that is the currency in which the majority of the Group s transactions are denominated and all values are rounded to the nearest thousand (AED 000) except when otherwise indicated. These condensed consolidated financial statements have been prepared on the historical cost basis, except for certain financial instruments which are stated at revalued amounts or amortised cost. These condensed consolidated financial statements do not include all the information required for full annual consolidated financial statements and should be read in conjunction with the Group s audited annual consolidated financial statements as at and for the year ended 31 December 2013. In addition, results for the nine months period ended 2014 are not necessarily indicative of the results that may be expected for the financial year ending 31 December 2014. The accounting policies, presentation and methods in these condensed consolidated financial statements are consistent with those used in the annual audited consolidated financial statements for the year ended 31 December 2013. As required by the Securities and Commodities Authority ( SCA ) notification dated 12 October 2008, accounting policies relating to property, plant and equipment, investment property, investment in an associate and joint ventures and investments in available for sale securities have been disclosed in these condensed consolidated financial statements. 3.2 Property, plant and equipment Capital work in progress is stated at cost, less any recognised impairment loss. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use. Other property, plant and equipment are carried at cost less accumulated depreciation and any accumulated impairment loss. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance expenses are charged to the profit or loss in the period in which they are incurred. Depreciation is charged so as to write off the cost of assets, other than capital work in progress, over their estimated useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at each year end, with the effect of any changes in estimate accounted for on a prospective basis. The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the profit or loss.
INTERNATIONAL FISH FARMING HOLDING COMPANY (PJSC) - ASMAK 14 3. Summary of significant accounting policies (continued) 3.2 Property, plant and equipment (continued) Depreciation is provided on the straight-line method based on the anticipated useful lives, as follows: Years Nets 5 Moorings 12 Cages 12 Buildings and leasehold improvements 5-15 Plant and equipment 3-5 Furniture, fixture and equipment 3-5 Motor vehicles 4-5 Marine vessels 10-25 3.3 Investment property Investment property, which is property held to earn rentals and/or for capital appreciation, is stated at cost less accumulated depreciation at the reporting date. Depreciation is provided on the straight-line method based on the anticipated useful life or term of the lease whichever is earlier. Investment property is derecognized upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected. Any gain or loss arising on derecognition of the property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the period in which the property is derecognised. 3.4 Investment in associates and joint ventures An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. The results and assets and liabilities of associates and joint ventures are incorporated in these consolidated financial statements using the equity method of accounting. Under the equity method, an investment in associates and joint ventures is initially recognised in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group s share of the profit or loss and other comprehensive income of the associates and joint ventures. When the Group s share of losses of associates and joint ventures exceeds the Group s interest in that associates and joint ventures (which includes any long-term interests that, in substance, form part of the Group s net investment in the associates and joint ventures), the Group discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associates and joint ventures.
INTERNATIONAL FISH FARMING HOLDING COMPANY (PJSC) - ASMAK 15 3. Summary of significant accounting policies (continued) 3.4 Investment in associates and joint ventures (continued) An investment in associate or a joint venture is accounted for using the equity method from the date on which the investee becomes an associate or joint venture. On acquisition of the investment in an associate or a joint venture, any excess of the cost of acquisition over the Group s share of the net fair value of the identifiable assets, liabilities and contingent liabilities of associates and joint ventures recognised at the date of acquisition is recognised as goodwill, which is included within the carrying amount of the investment. Any excess of the Group s share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition, after reassessment, is recognised immediately in the consolidated income statement in the period in which the investment is acquired. The requirements of IAS 39 are applied to determine whether it is necessary to recognise any impairment loss with respect to the Group s investment in associates and joint ventures. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36 Impairment of Assets as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs to sell) with its carrying amount. Any impairment loss recognised forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently increases. The Group discontinues the use of equity method from the date when the investment ceases to be an associate or a joint venture. When the Group retains its interest in the former associate or joint venture and the retained interest is a financial asset, the Group measures the retained interest at fair value at that date and the fair value is regarded as its fair value on initial recognition in accordance with IAS 39. The difference between the carrying amount of the associate or joint venture at the date the equity method was discontinued, and the fair value of any retained interest and any proceeds from disposing of a part interest in the associate or joint venture is included in the determination of the gain or loss on disposal of the associate or joint venture. In addition, the Group accounts for all amounts previously recognised in other comprehensive income by that associate or joint venture would be reclassified to profit or loss on the disposal of the related assets or liabilities. Therefore, if a gain or loss previously recognised in other comprehensive income by that associate or joint venture would be reclassified to profit or loss on the disposal of the related assets or liabilities, the Group reclassifies the gain or loss from equity to profit or loss (as a reclassification adjustment) when the equity method is discontinued. The Group continues to use the equity method when an investment in an associate becomes an investment in a joint venture or an investment in joint venture becomes an investment in an associate. There is no remeasurement to fair value upon such changes in ownership interests. When the Group reduces its ownership interest in an associate or a joint venture but the Group continues to use the equity method, the Group reclassifies to profit or loss the proportion of the gain or loss that had previously been recognised in other comprehensive income relating to that reduction in ownership interest if that gain or loss would be reclassified to profit or loss on the disposal of the related assets or liabilities. When a Group s entity transacts with an associate or a joint venture of the Group, profits and losses resulting from the transactions with the associate or joint ventures are recognised in the Group s consolidated financial statements only to the extent of interests in the associates or joint venture that are not related to the Group.
INTERNATIONAL FISH FARMING HOLDING COMPANY (PJSC) - ASMAK 16 3. Summary of significant accounting policies (continued) 3.5 Available for sale investments Listed shares held by the Group that are traded in an active market are classified as being available for sale investments (AFS) and are stated at fair value. The Group also has investments in unlisted shares that are not traded in an active market but are also classified as AFS financial assets and stated at fair value because management considers that fair value can be reliably measured. Gains and losses arising from changes in fair value are recognised in other comprehensive income and accumulated in the cumulative changes in fair value of investments with the exception of impairment losses, which are recognised in profit or loss. Where the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously accumulated in the cumulative changes in fair value is reclassified to profit or loss. Dividends on AFS equity instruments are recognised in profit or loss when the Group s right to receive the dividends is established. The fair value of AFS monetary assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the reporting date. The change in fair value attributable to translation differences that result from a change in amortised cost of the asset is recognised in profit or loss, and other changes are recognised in other comprehensive income. 3.6 Basis of consolidation The condensed consolidated financial statements comprise the financial information of the Company and its subsidiaries. The financial information of the subsidiaries are consolidated from the acquisition date, which is the date the Company gains control over its subsidiaries, and lasts until the Company loses that control. Control is achieved where the Company has: power over an investee, exposures, or rights, to variable returns from its involvement with the investee, and has the ability to use its power to affect its returns. All transactions and balances between the Company and its subsidiaries, including income and expenses, are eliminated. When the Group loses control of a subsidiary, a gain or loss is recognized in profit or loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognized in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/ permitted by applicable IFRSs). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IAS 39, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.
INTERNATIONAL FISH FARMING HOLDING COMPANY (PJSC) - ASMAK 17 3. Summary of significant accounting policies (continued) 3.6 Basis of consolidation (continued) Details of the Company s subsidiaries as at 2014 were as follows: Name of subsidiary Place of incorporation and operation Principal activities Proportion of ownership interest and voting power held Alliance Foods Company LLC United Arab Emirates Freezing fish and seafood. 100% Asmak Seafood Processing Co. LLC ** United Arab Emirates Preparing and packing seafood products. 100% Asmak Quriyat International LLC ** Sultanate of Oman Fish farming and trading in fish and seafood products. 90% Emirates Stallions Properties LLC United Arab Emirates Buying, selling and dividing plots and real estate management and developing and leasing of real estate. 100% Abu Dhabi Land General Contracting LLC United Arab Emirates Technical, commercial and contracting services specifically marine work contract. 100% Gulf Dunes Landscaping and Agricultural Services LLC United Arab Emirates Landscaping design and execution. 100% Century Real Estate Management LLC United Arab Emirates Labour camp management 80% Asmak Al Arab Co. LLC Saudi Arabia Wholesale and retail trading of fish, shrimps and other fresh, chilled and frozen aquatic and importing and exporting of those products. Farming of fish, shrimps and other aquatic. Wholesale and retail trading in property and equipment of fish farming. 80%
INTERNATIONAL FISH FARMING HOLDING COMPANY (PJSC) - ASMAK 18 3.6 Basis for consolidation (continued) ** The management of the Group have decided to suspend and to sell the assets related to the operations of Asmak Seafood Processing Co. LLC and Asmak Quriyat International LLC and accordingly, the same were classified as held for sale (Note 12). On 1 April 2014, the Group disposed a share of its interest in Meena Holding LLC. Details of the assets and liabilities disposed of, and the calculation of the profit or loss on disposal, are disclosed in note 11. During the current period, following accounting policy was adopted with no material impact on the prior periods presented in these condensed consolidated financial statements: 3.7 Non-current assets held for sale Non-current assets disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing used. This condition is regarded as met only when the asset (or disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sale of such asset (or disposal group) and its sale is highly probable. Management must be committed to the sale, which should be expected to qualify for recognition as completed sale within one year from the date if classification. When the Group is committed to a sale plan involving loss of control of a subsidiary, all of the assets and liabilities of that subsidiary are classified as held for sale when the criteria described above are met, regardless of whether the Group will retain a non-controlling interest in its former subsidiary after the sale. When the Group is committed to a sale plan involving disposal of an investment, or a portion of an investment, in an associate or joint venture, the investment or the portion of the investment that will be disposed of is classified as held for sale when the criteria described above are met, and the Group discontinues the use of the equity method in relation to the portion that is classified a held for sale. Any retained portion of an investment in an associate or a joint venture that has not been classified as held for sale continues to be accounted for using the equity method. The Group discontinues the use of the equity method at the time of disposal when the disposal results in the Group losing significant influence over the associate or joint venture. After the disposal takes place, the Group accounts for any retained interest in the associate or joint venture in accordance with IAS 39 unless the retained interest continues to be an associate or a joint venture, in which case the Group uses the equity method (see the accounting policy regarding investments in associates or joint ventures above). Non-current assets (and disposal groups) classified as held for sale are measured at the lower of their previous carrying amount and fair value less costs to sell.
INTERNATIONAL FISH FARMING HOLDING COMPANY (PJSC) - ASMAK 19 4. Property, plant and equipment During the period, additions to property, plant and equipment amounted to AED 3,868,000 (nine months period ended 2013: AED 1,568,000) and depreciation for the nine months period ended 2014 amounted to AED 12,363,000 (nine months period ended 2013: AED 14,135,000). Property, plant and equipment with a total cost of AED 3,005,000 have been reclassified as assets held for sale (see Note 12). 5. Investment in associates and joint ventures Movements in investment in associates and joint ventures were as follows: 31 December 2014 2013 (unaudited) (audited) Balance at the beginning of the period/ year 27,979 167,046 Share of the Group s profit for the period/ year 5,296 1,225 Dividend received during the period/ year (14,060) (10,300) Impairment loss recognized during the period/ year - (129,992) Reclassification of remaining interest in a subsidiary (Note 11) 46,490 - ----------------------------- ------------------------------- Balance at the end of the period/ year 65,705 27,979 ============== ============= 6. Investment property 31 December 2014 2013 (unaudited) (audited) Building 239 319 Properties under development 144,262 663,982 ------------------------- ------------------------- 144,501 664,301 =========== =========== The building is located in Reem Island Abu Dhabi, United Arab Emirates, and leased from Tamouh Investments LLC. The property is being depreciated over the lease term. Properties under development include four plots of land with a total cost of AED 140 million mortgaged in favour of the financing bank.
INTERNATIONAL FISH FARMING HOLDING COMPANY (PJSC) - ASMAK 20 7. Available-for-sale investments 31 December 2014 2013 (unaudited) (audited) Quoted 9,518 11,078 Unquoted 14,139 14,139 ----------------------------- ------------------------------- 23,657 25,217 ============== ============= In U.A.E. markets 22,984 24,743 In other G.C.C. markets 673 474 ----------------------------- ------------------------------- 23,657 25,217 ============== ============= Movements in available-for-sale investments were as follows: 31 December 2014 2013 (unaudited) (audited) Fair value at the beginning of the period/year 25,217 48,370 Change in fair value 2,339 4,265 Purchases during the period/year - 4,000 Sales during the period/year (3,899) (10,312) Impairment on available for sale investments - (21,106) ----------------------------- ------------------------------- Fair value at the end of the period/ year 23,657 25,217 ============== ============= Investments in marketable securities amounting to AED 1.3 million (31 December 2013: AED 1 million) are in the names of related parties held in trust for the benefit of the Group. 8. Inventories 31 December 2014 2013 (unaudited) (audited) Fish and fish products 17,342 6,908 Fish feed 89 126 Other material- packing and raw materials 8,020 3,841 ----------------------------- ------------------------------- 25,451 10,875 Less: Allowance for slow moving inventories (505) (521) ----------------------------- ------------------------------- 24,946 10,354 ============== =============
INTERNATIONAL FISH FARMING HOLDING COMPANY (PJSC) - ASMAK 21 9. Bank balances and cash 31 December 2014 2013 (unaudited) (audited) Cash on hand 572 487 Bank balances: Current and call accounts 4,894 5,184 Fixed deposits 53,101 137,690 ------------------------ ------------------------ Total bank balances and cash 58,567 143,361 Bank balances and cash included in a disposal group held for sale 193 - Less: pledged fixed deposits (4,104) (4,084) ------------------------ ------------------------ Cash and cash equivalents 54,656 139,277 ========== ========== Fixed deposits are pledged in favour of banks as a security against overdraft facility granted to the Group. 10. Discontinued operations 10.1 Plan to dispose of two subsidiaries During the current period, the board of directors announced a plan to dispose of the subsidiaries; Asmak Seafood Processing Co. LLC and Asmak Quriyat International LLC. The Group is currently in negotiation with some potential buyers and expects to complete the sale within 12 months. The Group has not recognised any impairment losses in respect to the two subsidiaries business, neither when the assets and liabilities of the operations were reclassified as held for sale nor at the end of the reporting period. 10.2 Analysis of profit for the period from discontinued operations The combined results of the discontinued subsidiaries (i.e. Asmak Seafood Processing Co. LLC and Asmak Quriyat International LLC) included in the profit for the period is set out below. Profit for the period from discontinued operations 2014 (unaudited) Revenue 2,576 Other income 2,674 ------------------------ 5,250 Expenses (3,433) ------------------------ Profit for the period from discontinued operations 1,817 ==========
INTERNATIONAL FISH FARMING HOLDING COMPANY (PJSC) - ASMAK 22 10. Discontinued operations (continued) 10.2 Analysis of profit for the period from discontinued operations (continued) Cash flows from discontinued operations 2014 (unaudited) Net cash inflows from operating activities 2,538 Net cash inflows from investing activities - Net cash inflows from financing activities - ----------------------- Net cash inflows 2,538 =========== Both subsidiaries have been classified and accounted for at 2014 as held for sale. 11. Disposal of interest in a subsidiary 11.1 Change in the Group s ownership interest in a subsidiary During the current period, the Group disposed 50% interest (out of the 70% interest owned) in Meena Holding LLC subsidiary to a third party (acquirer) for a net consideration of AED 167,967,000. The Group accounted for the remaining 20% interest as an associate. The fair value of the remaining 20% interest at the date of disposal was AED 46,490,000. The agreement between the Group and the acquirer was signed during the month of April 2014 with an effective date of 1 April 2014. The signed agreement contained some precedent conditions, without being fulfilled, the agreement would be considered void. The Group was able to fulfill all of the conditions by 1 July 2014. 11.2 Analysis of assets and liabilities as of 1 July 2014 over which control was lost 2014 (unaudited) Current assets Cash and cash equivalents 96,911 Accounts and other receivable 27,056 Non-current assets Investment property 520,978 Current liabilities Accounts and other payable (137,728) Due to related parties (103,791) ------------------------- Net assets disposed of 403,426 ===========
INTERNATIONAL FISH FARMING HOLDING COMPANY (PJSC) - ASMAK 23 11. Disposal of interest in a subsidiary (continued) 11.3 Gain on disposal of interest in a subsidiary 2014 (unaudited) Consideration received net 167,967 Net assets disposed of (403,426) Non-controlling interests 201,028 Residual interest in Meena Holding LLC 46,490 ------------------------- Gain on disposal of interest in a subsidiary 12,059 ============ The consideration received against the disposal of its interest in the subsidiary is net of AED 40.72 million being amount claimed by a non-controlling party in the disposed of subsidiary as a compensation for their management of the subsidiary. Such compensation is still under negotiation and the amount of the same is not yet finalized. 11.4 Net cash inflow on disposal of interest in a subsidiary 2014 (unaudited) Net consideration received 167,967 Less: cash and cash equivalent balances disposed of (96,911) ------------------------- 71,056 ============ 12. Assets classified as held for sale 31 December 2014 2013 (unaudited) (audited) Property, plant and equipment (i) 2,737 - Assets related to subsidiaries (ii) 653 - ------------------------- ------------------------- 3,390 - =========== =========== Liabilities associated with assets held for sale (ii) 409 - =========== ===========
INTERNATIONAL FISH FARMING HOLDING COMPANY (PJSC) - ASMAK 24 12. Assets classified as held for sale (continued) (i) The Group intends to dispose of property, plant and equipment it no longer utilised in the operations of the Group within the next 12 months. A search is underway for a buyer. No impairment loss was recognised on reclassification of the property, plant and equipment held for sale as the directors of the Group expect that the fair value (estimated based on the recent market prices of similar properties in similar locations) less costs to sell is higher than the carrying amount. (ii) The Group plans to dispose of Asmak Seafood Processing Co. LLC and Asmak Quriyat International LLC and anticipates that the disposal will be completed in the next 12 months. The Group is currently in negotiation with some potential buyers and the directors of the Company expect that the fair value less costs to sell of the business will be higher than the aggregate carrying amount of the related assets and liabilities. Therefore, no impairment loss was recognised on reclassification of the assets and liabilities as held for sale. The major classes of assets and liabilities of the Asmak Seafood Processing Co. LLC and Asmak Quriyat International LLC at the end of the reporting period are as follows: 2014 (unaudited) Property, plant and equipment 268 Accounts and other receivable 192 Bank balances and cash 193 ---------------------- Assets of Asmak Seafood Processing Co. LLC and Asmak Quriyat International LLC classified as held for sale 653 ---------------------- Accounts and other payable 399 End of service benefits 10 ---------------------- Liabilities associated with assets classified as held for sale 409 ---------------------- Net Assets of Asmak Seafood Processing Co. LLC and Asmak Quriyat International LLC classified as held for sale 244 ========== 13. Share capital As at 2014, the authorised, issued and paid up capital of the Company comprises 85 million shares of AED 6 each (31 December 2013: 85 million shares of AED 6 each). 14. Statutory reserve According to Company's Articles of Association and the requirements of the U.A.E. Federal Commercial Companies Law No 8 of 1984, as amended, 10% of the profit of each year is transferred to the statutory reserve. The transfer to statutory reserve may be suspended when it reaches 50% of the paid-up share capital. Statutory reserve is not available for distribution except as stipulated by the Law.
INTERNATIONAL FISH FARMING HOLDING COMPANY (PJSC) - ASMAK 25 15. Loans from related parties Details of loans from related parties are as follows: 31 December 2014 2013 (unaudited) (audited) H.H. Sheikh Tahnoon Bin Zayed Al Nahayan - 200,000 Royal Group corporate office - 60,155 --------------------------- --------------------------- - 260,155 ============ ============ Loans from related parties are included in these condensed consolidated financial statements as: 31 December 2014 2013 (unaudited) (audited) Current portion - 50,344 Non-current portion - 209,811 --------------------------- --------------------------- - 260,155 ============ ============ During the current period, the loan from related parties has been repaid along with related interest. 16. Related party transactions Related parties include the Group s major Shareholders, Directors and businesses controlled by them and their families over which they exercise significant influence in financial and operating decisions making as well as key management personnel. 16.1 Transactions During the period, the Group entered into the following transactions with related parties: Three months period ended Nine months period ended 2014 2013 2014 2013 (unaudited) (unaudited) (unaudited) (unaudited) Sale of fish and fish products 1,500 1,442 4,900 5,157 Purchase of fish and fish products 140-358 - Interest on loans - 4,763 4,355 14,790 Gain on disposal of interest in a subsidiary 12,059-12,059 -
INTERNATIONAL FISH FARMING HOLDING COMPANY (PJSC) - ASMAK 26 16. Related party transactions (continued) 16.2 Compensation of key management personnel Three months period ended Nine months period ended 2014 2013 2014 2013 (unaudited) (unaudited) (unaudited) (unaudited) Salaries and employee benefits 856 1,182 5,105 3,726 Transactions with related parties were entered into on terms agreed with management. 17. Earnings per share Earnings per share are calculated by dividing the profit for the period attributed to the owners of the Company by the weighted average number of shares in issue throughout the period as follows: Three months period ended Nine months period ended 2014 2013 2014 2013 (unaudited) (unaudited) (unaudited) (unaudited) Profit/(loss) from continuing and discontinued operations () 15,821 (1,924) 35,605 (15,009) Profit/(loss) from continuing operations () 15,981 (1,924) 34,005 (15,009) Weighted average number of shares (shares in 000) 85,000 85,000 85,000 85,000 Basic earnings/(loss) per share from continuing and discontinued operations (AED fils) 18.61 (2.26) 41.89 (17.65) Basic earnings/(loss) per share from continuing operations (AED fils) 18.80 (2.26) 40.01 (17.65) 18. Seasonality of results No income of seasonal nature was recorded in these condensed consolidated financial statements for the nine months periods ended 2014 and 2013. 19. Fair value of financial instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, differences can arise between book values and the fair value estimates. Underlying the definition of fair value is the presumption that the Group is a going concern without any intention or requirement to materially curtail the scale of its operation or to undertake a transaction on adverse terms.
INTERNATIONAL FISH FARMING HOLDING COMPANY (PJSC) - ASMAK 27 19. Fair value of financial instruments (continued) 19.1 Fair value of financial instruments carried at amortised cost Management considers that the carrying amounts of financial assets and financial liabilities recognised at amortised cost in the condensed consolidated financial statements approximate their fair value. 19.2 Fair value of financial items carried at fair value 19.2.1 Valuation techniques and assumptions applied for the purposes of measuring fair value The fair values of financial assets and financial liabilities are determined using similar valuation techniques and assumptions as used in the audited annual consolidated financial statements for the year ended 31 December 2013. 19.2.2 Fair value of the Group s financial assets that are measured at fair value on recurring basis Some of the Group s financial assets are measured at fair value at the end of the reporting period. The following table gives information about how the fair values of these financial assets are determined: Financial assets Fair value as at 31 December 2014 2013 (Unaudited) (Audited) Fair value hierarchy Valuation techniques and key inputs Significant unobservable input Relationship of unobservable inputs to fair value Quoted equity investments available-forsale 9,518 11,078 Level 1 Quoted bid prices in an active market. None. NA Unquoted equity investments available-forsale 14,139 14,139 Level 3 Net assets valuation method due to the unavailability of market and comparable financial information. Net assets values were determined based on the latest available audited/historical financial information. Net assets value. Higher the net assets value of the investees, higher the fair value. 19.2.3 Fair value hierarchy The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable. Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.