Professional Documents
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Board of Directors Report
Board of Directors Report
www.camposol.com.pe
Board of Directors’ report
4 5
BOARD OF DIRECTORS´ REPORT 2011 CAMPOSOL BOARD OF DIRECTORS´ REPORT 2011 CAMPOSOL
The 2010-2011 mango seasons were in an “on” 1.4 Summary of the Year profitable company for our stockholders, creating social Throughout 2011, the Company also worked on
year from Peru, so there were significantly higher value to our prioritized stakeholders and reducing our further improving its crop protection system, having as
volumes resulting in low prices. CAMPOSOL started environmental impact. a fundamental pillar the use of biological control and
harvesting early in the season jumping onto the same 2011 was an iconic year for CAMPOSOL in various plant extracts with very low impact on the ecosystem.
production window as most of the Peruvian mango ways: production volumes were significantly higher Also noteworthy, at the beginning of 2012, the Habanero pepper extract also allowed significant
exports producing a significantly higher pick of volume as 671 Has of Avocado, 351 Has of Grapes and 46 Company was able to restructure its long term debt by savings in key pest control for the asparagus, peppers
during mid January and early February which affected Has of Citrus (tangerines) entered into early stage of the successful issuance of a USD 125 million 9.875% and avocado. In addition, we established a modern
the capabilities of US and EU importers to move the production. In addition, the US market, the largest senior unsecured notes due 2017. Settlement of the bio-technology lab (Biotec CMC) in Tumbes, which will
volume consistently, resulting in further product quality and fastest growing market for avocado in the world, bond issue occurred on February 2nd, 2012 and the introduce important improvements in our agricultural
decay. Even though the season had higher production was effectively open for Peruvian Hass Avocado, which net proceeds were and will be used to pay long term operations in the future.
volumes than expected, CAMPOSOL was able to impacted prices with a 40% premium and allowed debt, to finance capital expenditures and for general
commercialize its Kent variety at much better prices the Company to reach the self imposed barrier of an corporate uses. During 2011, the Company invested USD 19.7 million
than average providing good returns for the category. EBITDA (b.f.v.a) of USD 30 million. (18.0 at the end of 2010), of which USD 6.3 million
was invested in equipment and infrastructure in order
The long term growth prospects for exotic fruits and It is noteworthy, the Company had been preparing to improve the packing facility, USD 4.1 million on
vegetables markets are excellent. For Avocados, with itself since 2008 by directing most of its expansion 1.5 Operations improving the shrimp ponds, USD 0.7 million in the
the new US market openness for Peru, for table grapes projects into more than tripling its avocado planted planting of the last 30 Has of grapes to complete the
with the new fast growing markets in the Far East, and area to fully take advantage of such market, and is now 350 Has investment started in 2010 and USD 8.6
with Germany demanding more fresh asparagus, we CAMPOSOL competitive advantages in operations
starting to do so. million in the maintenance of the new planted areas
are confident that we have headroom for increased consist in its complete and integrated control in the
whole production chain. of avocado and grapes.
consumption.
In order to successfully implement its strategy, the
company migrated its organization into a matrix As of 31 December 2011, CAMPOSOL had 2,633
CAMPOSOL is one of the few companies in the world,
structure where business unit managers on one Has of asparagus, 2,488 Has of avocado, 415 Has of
which produces with its own harvest materials. Its mango, 451 Has of grapes and 102 Has of tangerines
side, oversee all processes of a crp ensuring its
operations have undergone a process of change since planted. In addition it also has 628 Has of shrimp
1.3 Company Strategy profitability, and on the other side, support areas that
its creation in 1997, and are now headed by business ponds farmed and 590 Has of pepper.
provide services to the entire organization. This new
unit managers that are responsible for the results, from
structure required other capacities and strengths,
In line with the Company’s vision of becoming an top to bottom line, of each crop.
and accordingly, a Chief Commercial Officer was
internationally admired provider of high quality
strategically hired. Furthermore, Samuel Dyer Coriat,
branded agricultural products, CAMPOSOL´s strategy In 2011, operations were located in the geographical
Chairman of the Board, also took the role of CEO after 1.6 Working Environment
is supported by the following rationale: centers of Chao/Viru with 5,197 seeded hectares
the resignation of Mr. Fabio Matarazzo who is now a
and Piura with more than 1,100 seeded hectares. In
member of the Board of Directors.
Chao/Viru, White and Green Asparagus, Avocado, CAMPOSOL offers equal opportunities and working
Be an internationally Tangerines, Piquillo Peppers are cultivated. The conditions to all its employees, irrespective of their race,
Along with these changes, three business units were
admired provider of high Company also has a processing plant there which color, sex, political affiliation religion or discriminatory
implemented: Asparagus, Fruits (Avocado, Grapes) and
quality branded agricultural products. processes, packages and stores our products. In Piura, conduct.
Rotational Crops (Piquillo Peppers, Artichokes, others),
the company produces Mangoes, Peppers and Grapes.
Build a Company with USD 500 million of sales and 20% which are complemented by the already existing
The Shrimp is produced in Tumbes. In 2011, CAMPOSOL hired (in its peak seasons) a
of EBIT margin in 2015 while creating social value to Shrimp unit. These new business units are now led
total of 11,317 workers, representing a 9 % increase
our prioritized stakeholders and reducing by a well balanced team of professionals, some from
During 2011, the operation consisted of crop versus 2010. One of the key factors that reinforce the
our environmental impact. within the company and some new, which together
management, harvesting and processing of our three company’s leadership is the constant attention paid to
form an enthusiastic and solid team. Additionally,
major categories: fresh, preserved and frozen. We the training of its employees. During 2011, we achieved
Growth of Profitable Cost and Risk Capacities there are support areas for these business units such
strengthened our focus on improving production over 2,300 hours training of our employees which were
Sales Optimization as logistics, human resources, legal, corporate affairs
efficiencies and continued on our plan to automate aimed at strengthening technical knowledge, capacity
and finance that operate transversally to the entire
labor intense process. In line with this, 6 asparagus building and aspects of human development as well as
Get key Create high Implement Ensure Implement organization generating synergies.
strategic performance SRC priority strategy IT tools to peeling machines were installed which together with support for the various certification programs performed
skills culture programs financing improve the 2 installed in 2010 are able to process 36 MT / day by the company such as BASC, GLOBAL GAP, HACCP,
decision We believe with these changes, the Company will
or 36% of total volume to be peeled on peak season. the Global Compact, BSCI, and TESCO.
making achieve its vision while building a much bigger and
8 9
BOARD OF DIRECTORS´ REPORT 2011 CAMPOSOL BOARD OF DIRECTORS´ REPORT 2011 CAMPOSOL
In 2011, training efforts were also directed at reinforcing intelligent way of doing business, while respecting Administrative expenses amounted to USD 19.1 the extension of credit terms with selected suppliers
personal development and technical knowledge in addition human rights and committing to support the society million (USD 13.3 million in 2010). The increase in and higher purchases.
to support the certification programs mentioned above. through sustainable projects. Thus, to ensure business administrative expenses for the full year was mainly due
sustainability it is a prerequisite to assure that ethical to the reallocation of operations overheads previously As a result, total working capital (trade accounts
In the region of La Libertad (Chao/Viru) where principles, respect for people and the environment treated as production costs. Such costs include USD receivable + inventories – accounts payable)
the company has its main operations, the level of are met by acting according to the challenges of 1.5 million of personnel expenses and USD 1.9 million increased to USD 33.7 million at the end of 2011
unemployment is very low and during peak seasons, the sustainability defined by the Company with the of expenses on third party services such as security and from USD 25.0 million at the end of 2010. Current
Company has to attract workers from other regions of advisory support of Pricewaterhouse Coopers. communications. Additionally, the Company incurred working capital as 31 December 2011 is 20% of sales
the country. During 2011, the company built a facility to consultancy fees for marketing development and other (21% at the end of 2010).
provide proper accommodations to up to 1000 persons. CAMPOSOL was the first Peruvian agro-industrial strategic projects in the amount of USD 1.9 million.
This initiative helped us reduce the staff turnover during company to present a Sustainability Report two years Total liabilities increased to USD 160.8 million
peak seasons which permitted to shorten the learning ago. This year our goal is to achieve a “B+” Global Selling expenses amounted to USD 20.6 million (USD compared to USD 132.9 million at the end of 2010.
curves and thus improved productivity in key areas as Reporting Initiative (GRI) validation, which will 14.2 million in 2010), as a result of higher variable costs
sorting and peeling of asparagus. demonstrate our commitment to excellence in the from higher volumes sold of avocado, mangoes and The Company’s debt increased from USD 82.3 million
management of social responsibility within and outside pepper. Freight and shipping rates remained stable. at the end of 2010 to USD 90.5 million at the end
By means of the Human Resources Social Welfare area, the organization, developing the highest sustainability of 2011, mainly due to short-term debt. Company’s
CAMPOSOL also offers its personnel the services of health among international standards. Financial costs amounted to USD 8.5 million (USD 9.2 debt includes USD 85.0 million (78.7 million) to
campaigns in ophthalmology, dentistry, gynecology and million in 2010 after isolating USD 5.7 million of extra banks and USD 5.5 million (3.6 million) to sellers of
others addressed to the employees and their families; We invite you to review our Sustainability Report 2011 ordinary expenses from termination of previous loan acquired companies.
there are also programs of family orientation, medical on our website: www.camposol.com.pe facility). These costs decreased as a consequence of
insurance, allowances in case of death and loans for the lower interest rate on the long term debt. During the year the Company invested USD 19.7
studies, housing or emergencies. Also, the company offers million (18.0 million at the end of 2010), of which
useful vacation schemes for all our workers children and USD 6.3 million was directed to equipment and
In 2011, the Company recorded a profit of USD 33.3
a nursery facility, among other things. infrastructure in order to improve the packing facility,
1.9 Financial Results million compared to USD 6.8 million during the same
USD 4.1 million to upgrading the shrimp ponds, USD
period last year. This was mainly due to the increased
0.7 million to the planting of the last 30 Has of grapes
gross margin as explained above as well as lower
In 2011 CAMPOSOL’s total sales amounted to USD and USD 8.6 million to maintain the new planted
1.7 Research & Development financial costs.
167.8 million (USD 119.3 million in 2010). The areas of avocados and grapes. These investments
main reasons for the increase were higher sales of were financed with bank debt and cash.
EBITDA (b.f.v.a.) amounts to USD 30.8 million (USD
CAMPOSOL believes that innovation is a key aspect to avocados and grapes, which represented additional
20.4 million in 2010).
boost competitiveness and growth in the mid and long USD 19.2 million and USD 11.5 million respectively, At the end of 2011, cash flow from operating activities
term. Through market research and analysis of potential mainly because of the new plantations becoming was USD 9.9 million, while the Company had a
During 2011, non-current assets increased to USD
new products that could benefit us from the Peruvian more productive and the opening of the US market negative cash flow of USD 20.0 million from investing
333.5 million compared to USD 282.3 million at the
climatic advantages and the development of field trials for Peruvian Hass avocado. Other products as shrimp, activities and a cash flow of USD 6.8 million from
end 2010 mainly due to an increase in the non-current
to evaluate the technical, economic and commercial asparagus, pepper and mangoes, also grew in USD 6.6 financing activities, resulting in a net decrease in cash
portion of biological assets.
viability of new crops, we seek to diversify our portfolio of million, USD 3.1 million, USD 2.9 million and USD of USD 3.3 million and a cash balance at the end of
products and clients. 2.6 million, respectively, when compared to the same 2011 of USD 6.6 million.
Inventories increased to USD 44.3 million at the end
period the year before.
Also R&D gives support to the Agricultural Production of 2011, compared to USD 33.6 million at the end of
Area for the evaluation of variety trials in our main current 2010. The increase is mainly explained by an increase
Total COGS was USD 109.5 million (USD 82.8 million
crops, asparagus and avocados, in an effort to improve the in the inventory of finished products.
in 2010), representing around 65% of total sales (69% 1.10 Allocation of Net Income
productivity and/or quality. Trade accounts receivable increased from USD 18.7
in 2010).
million at the end of 2010 to USD 29.4 million at the
end of 2011. This was mainly due to higher volumes The Board of Directors has proposed the net income
Gross profit increased to USD 58.3 million (USD 36.5
sold and higher prices of grapes and asparagus. of CAMPOSOL to be attributed to Retained earnings.
1.8 Social Responsibility million in 2010), which resulted in a healthy gross
The proposal is a reflection of the wish to strengthen
margin of 34.7% as opposed to 30.6% in 2010. The
As of 31 December 2011, trade payables were USD the equity position of the company.
main reasons for the increased gross profit and margin
Since 2008, CAMPOSOL chooses to develop business were higher volumes sold and higher prices in selected 40.1 million, USD 12.8 million higher than at the end
under the sustainable development approach as an products such as avocado, asparagus and grapes. of the year 2010. Such increase is mainly explained by
10 11
BOARD OF DIRECTORS´ REPORT 2011 CAMPOSOL BOARD OF DIRECTORS´ REPORT 2011 CAMPOSOL
1.11 Shares and shareholders which reflect its commitment to health, safety and CAMPOSOL will continue positioning itself in the
environment. US market, the largest and fastest growing market for
avocado in the world, now open for Peruvian produce
Largest 20 Shareholders as of 31 December, 2011 The preservation of the environment is one of and in other markets with high growth potential. With
CAMPOSOL’s main concerns. The production process only one third of the new fields having given first
Investors Shares Percentage
involves factors and conditions that interact with the harvest during this year, current results are in line with
1 DYER – CORIAT HOLDING 8 571 000 28.73% environment, such as the use of water, fertilizers, the Company’s expectations.
2 QVT FINANCIAL 6 538 223 21.92% generation of waste through emissions and solid waste
3 ANDEAN FISCHING L.L. 3 380 100 11.33% management. Among some of the Company’s practices
4 FONDO DE INVERSIóN A Y FORESTAL 1 908 750 6.40% to ensure the preservation of the environment,
5 SOUTH WINDS 1 753 000 5.88% CAMPOSOL is currently implementing environmental 1.15 Auditors
6 ALDOFLOR INC 1 681 415 5.64% education, internal campaigns, specialized treatment
7 WEILHEIM INVESTMENTS 1 421 668 4.77% systems, quality management systems, certifications
The auditors, PricewaterhouseCoopers Limited (PwC)
8 PERU LAND FARMING LLC 960 695 3.22% and community relations programs.
have expressed their willingness to continue in office.
9 CLEARSTREAM BANKING 838 099 2.81%
10 SANTANDER PRIVATE BANKING 720 033 2.41%
11 COMPASS GROUP 535 906 1.80%
12 JP MORGAN CHASE BANK 266 005 0.89% 1.13 Financial Calendar
13 JUSTNES REDERI AS 170 300 0.57% 1.16 Corporate Governance
14 CLARIDEN LEU 153 878 0.52%
15 MP PENSJON PK 137 000 0.46% CAMPOSOL Holding PLC Financial Calendar 2011
0.35%
CAMPOSOL is committed to sound corporate
16 GOLDMAN SACHS 105 000
0.25% 26.02.2011 Non-audited Results 2010 / Q4 2010 governance practices that strengthen the trust in the
17 JAHRMANN AS 74 800
0.20% 19.04.2011 Audited Financial Results 2010 Company and thereby contribute to the greatest
18 MILLCOM NORGE AS 60 000
19 DNB NOR MARKET MAKING 0.10% 05.05.2011 Q1 2011 possible value creation over time, for the benefit of
29 107
20 CARUSE HOLDING AS 28 000 0.09% 12.08.2011 Q2 2011 its shareholders, collaborators and other stakeholders
TOTAL TOP 20 29,332,979 98.32% in accordance with the Norwegian Code of Practice
19.10.2011 Q3 2011
OTHERS 500 841 1.68% for Corporate Governance. Camposol´s Corporate
TOTAL 29,833,820 100.00% Governance rules are set in the Annual Report,
CAMPOSOL Holding PLC Financial Calendar 2012 section 6.
CAMPOSOL HOLDING PLC AND SUBSIDIARIES Camposol Holding PLC and Subsidiaries
General information
31 December 2011
REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
31 DECEMBER 2010
GENERAL INFORMATION
Independent auditors
PricewaterhouseCoopers Limited
Cyprus
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Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Report and Consolidated Financial Statements 31 December 2011 Report and Consolidated Financial Statements 31 December 2011
Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
-- 4
2 -- --35--
Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Report and Consolidated Financial Statements 31 December 2011 Report and Consolidated Financial Statements 31 December 2011
The notes on pages 11 to 71 are an integral part of these consolidated financial statements.
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Revenue
Income tax
Gross profit
Cost of sales
Other income
Financial cost
Other expenses
Attributable to:
Attributable to:
Financial income
Selling expenses
Operating profit
- Continuing operations
Non-controlling interest
Non-controlling interests
Administrative expenses
Continuing operations:
- Discontinued operations
Profit before income tax
Discontinued operations:
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
33
34
34
32
30
30
7
9
29
29
27
26
25
24
The notes on pages 11 to 71 are an integral part of these consolidated financial statements.
The notes on pages 11 to 69 are an integral part of these consolidated financial statements.
2011
USD000
33.345
111
868
33.603
33.337
9
33.336
33.620
41.634
9
33.328
33.337
33.345
27
51.314
92.379
34.112
58.267
167.810
1,118
1,127
33.345
(275)
(275)
(109.543)
33.328
(8)
(0,009)
(8.014)
(1.316)
(8.502)
(2.302)
(19.050)
(20.581)
31 December
For the year ended
2010
USD000
6.782
45
1.367
119.306
8.532
1.382
8.604
44
6.738
7.150
6.898
44
6.854
6.898
116
6.782
24.777
53.998
17.478
36.520
0,227
0,286
6.782
(1.750)
(1.750)
(40)
(13.320)
(14.199)
(82.786)
(0,059)
(2.761)
6.854
(14.871)
(3.069)
Balances as of 1 January, 2010 32.404 507 212.318 2.050 914 19.851 235.640 88 235.728
Comprehensive income:
Profit for the year - - - - - 6.738 6.738 44 6.782
Other comprehensive income:
Currency translation adjustment - - - - - 116 116 - 116
Total comprehensive income - - - - - 6.854 6.854 44 6.898
Transactions with owners:
Share-based payments 16 - - - - 106 - 106 - 106
Expired share opti ons and warrants 16 - - - (2.050) (98) 2.148 - - -
Non-controlling interest's acquisition 16 - - - - - - - 428 428
Total transactions with owners - - - (2.050) 8 2.148 106 428 534
Balances as of December 31, 2010 32.404 507 212.318 - 922 28.853 242.600 560 243.160
Comprehensive income:
Profit for the year - - - - - 33.336 33.336 9 33.345
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Companies which do not distribute 70% of their profits after tax, as defined by the Special Contribution for the Defence of the Republic Law, by the end of the two years after the end of the year
of assessment to which the profits refer, will be deemed to have distributed this amount as dividend. Special contribution for defence at 15% will be payable on such deemed dividend to the extent
that the shareholders for deemed dividend distribution purposes at the end of the period of t wo years from the end of the year of assessment to which the profits refer, are Cyprus tax residents.
Special contribution for defence rate increased to 17% in respect of profits of year of assessment 2009, and to 20% in respect of profits of years of assessment 2010 and 2011. The amount of
this deemed dividend distribution is reduced by any actual dividend paid out of the profits of the relevant year by the end of the period of two years from the end of the year of assessment to
which the profits refer. This special contribution for defence is paid by the Company for the account of the shareholders.
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Camposol Holding PLC and Subsidiaries
Report and Consolidated Financial Statements 31 December 2011
CAMPOSOL HOLDING PLC AND SUBSIDIARIES
Overview of Notes to the Consolidated Financial Statements
CAMPOSOL HOLDING PLC AND SUBSIDIARIES
31 December 2011
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended
31 December
Note 2011 2010
USD000 USD000
The notes on pages 11 to 69 are an integral part of these consolidated financial statements.
The notes on pages 11 to 71 are an integral part of these consolidated financial statements.
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Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Overview of Notes to the Consolidated Financial Statements 31 December 2011 Overview of Notes to the Consolidated Financial Statements 31 December 2011
(*) The non-controlling interests have granted the control of this entity in favor of Camposol Holding PLC.
Camposol Holding PLC and its subsidiaries are hereinafter referred to as the Group.
Camposol S.A. is one of the subsidiaries of the Group which is a Peruvian agribusiness corporation
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Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Overview of Notes to the Consolidated Financial Statements 31 December 2011 Overview of Notes to the Consolidated Financial Statements 31 December 2011
Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Notes to the consolidated financial statements Notes to the consolidated financial statements
31 December 2011 31 December 2011
incorporated in the city of Lima on 31 January 1997. Camposol S.A. contributes substantially with all of b) Group reorganization -
the consolidated
Camposol AS was established on 5 September 2007. On 17 October 2007 Camposol AS acquired
100% of the shares in Siboure Holding Ltd (previously Siboure Holdings Inc. which held 100% of
operating and commercial office is located in Carretera Panamericana Norte Km. 497.5, Chao, Viru, Camposol S.A.) through a loan obtained from the Credit Suisse amounting to USD65 million in
La Libertad., three production establishments or agricultural lands are located in Carretera November 2007.
Panamericana Norte Kms. 510, 512 and 527 in the department of La Libertad, Peru. In addition
Camposol S.A. operates two administrative offices in the department of Piura. On 3 March 2008, the Company made a voluntary offer for the acquisition of all the outstanding shares
of Camposol AS in exchange of its own shares. The shareholders of Camposol AS became
The Group controls Preco Precio Econ mico S.A.C., which was dormant and had no income or shareholders of the Company, holding the same number of shares and warrants as the number held in
expenses in 2011 and 2010. Camposol AS. As a result of this exchange, Camposol AS became a wholly-owned subsidiary of the
Company. This transaction does not represent a business combination and is outside the scope of
On 21 May 2011, Muelles y Servicios Paita S.R.L. (a subsidiary of the Company) acquired Nor Agro IFRS 3 (2007). There was no economic substance in terms of any real alteration of the composition or
. (Note 23). As of 31 December 2011, the percentage of ownership in its ownership of the Group. Accordingly the consolidated financial statements are presented as a
subsidiaries has not changed with respect to that at 31 December 2010. continuation of the Camposol AS group using a method similar to the pooling of interests. The
application of this method implied that, the items of the financial statement of the combining
The table below presents details of the agricultural land where the Group carries out its activities: enterprises for the period in which the combination occurred and for any comparative periods disclosed
were presented as if they had been combined from the beginning of the earliest period presented.
Area in Hectares (Ha)
Land Peruvian region 2011 and 2010 Camposol AS was liquidated on 22 December 2008 with no impact on the Group s financial statements
as all its rights and obligations were transferred to Camposol Holding PLC.
Mar Verde La Libertad 2,496
Huangala - Terra Piura 2,662 c) Approval of the financial statements -
Agricultor La Libertad 1,726
Gloria La Libertad 1,018 The 2011 consolidated financial statements of the Group were approved by the Board of Directors
La Libertad 414 Meeting held in the offices of the Company in Cyprus on 23 April 2012.
- La Libertad 616
Compositan La Libertad 3,778
Yakuy Minka La Libertad 2,770 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Santa Ana Piura 3,370
Santa Anita Piura 128 The principal accounting policies applied in the preparation of these consolidated financial statements
Santa Julia Piura 2,105 are set out below. These policies have been consistently applied to all the years presented, unless
Piura 1,980 otherwise stated.
La Merced Piura 1,000
Ocoto Alto Piura 112 2.1 Basis of preparation -
Ocoto Bajo Piura 31
Ica Ica 175 The consolidated financial statements of the Group have been prepared in accordance with
Tumbes Tumbes 933 International Financial Reporting Standards (IFRS), as adopted by the European Union (EU), IFRIC
25,314 Interpretations and the requirements of the Cyprus Companies Law, Cap. 113.
The Group carries out its activities over the following planted areas: The financial statements have been prepared under the historical cost convention, as modified by
biological assets recognized at fair value.
Area in Hectares (Ha)
2011 2010
The preparation of financial statements in conformity with IFRSs requires the use of certain critical
Asparagus 2,633 2,633 accounting estimates. It also requires management to exercise its judgment in the process of applying
Avocados 2,488 2,488 the Group The areas involving a higher degree of judgment or complexity, or
Mangoes 415 415 areas where assumptions and estimates are significant to the consolidated financial statements are
Grapes 451 420 disclosed in Note 4.
Shrimp 628 510
Pepper 294 290 2.2 Going concern -
Tangerine 102 102
7,011 6,858 As a result of the issue of the senior unsecured notes for USD125 million maturing in 2017, which will
finance capital expenses and general corporate uses; the Group has started a sustained growth
process of its operations to ensure a growth in EBITDA in the coming years. EBITDA for the year
ended December 31, 2011 amounts to USD 30,794,000 (USD 20,440,000 at December 31, 2010).
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Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Overview of Notes to the Consolidated Financial Statements 31 December 2011 Overview of Notes to the Consolidated Financial Statements 31 December 2011
Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Notes to the consolidated financial statements Notes to the consolidated financial statements
31 December 2011 31 December 2011
The Directors have the reasonable expectation that the Group has adequate resources to continue
operational existence in the foreseeable future. Therefore the Group continues to adopt the going and Financial Liabilities (effective for annual periods beginning on or after 1 January 2013).
concern basis in preparing its consolidated financial statements. Amendment
and Financial Liabilities (effective for annual periods beginning on or after 1 January 2014).
2.3 Adoption of new and revised IFRSs -
New IFRICs
During the current year the Company adopted all the new and revised International Financial Reporting
Standards (IFRS) that are relevant to its operations and are effective for accounting periods beginning ction Phase of a Surface Mine (effective for annual
on 1 January 2011. This adoption did not have a material effect on the accounting policies of the periods beginning on or after 1 January 2013).
Company.
The Board of Directors expects that the adoption of these financial reporting standards in future
At the date of approval of these financial statements the following financial reporting standards were periods will not have a material effect on the financial statements of the Company, with the exception
issued by the International Accounting Standards Board but were not yet effective: of the following:
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Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Overview of Notes to the Consolidated Financial Statements 31 December 2011 Overview of Notes to the Consolidated Financial Statements 31 December 2011
Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Notes to the consolidated financial statements Notes to the consolidated financial statements
31 December 2011 31 December 2011
The fair value of services received in relation with business combinations are recognized in equity b) Transactions and balances -
when they are settled
Foreign currency transactions are translated into the functional currency using the exchange rates
The excess of the consideration transferred the amount of any non-controlling interest in the acquire prevailing at the dates of the transactions or valuation where items are re-measured. Foreign
and the fair value at acquisition-date of any previous equity interest in the acquiree over the fair value exchange gains and losses resulting from the settlement of such transactions and from the translation
of the identifiable net assets acquired is recorded as goodwill (note 2.8 - a)). If this is less than the fair at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are
value of the net assets of the subsidiary acquired the difference is recognized directly in profit or loss. recognized in the consolidated statement of comprehensive income.
Foreign exchange gains and losses that relate to borrowings, cash and cash equivalents and other
Inter-company transactions, balances and unrealized gains on transactions between group companies accounts are presented in the consolidated statement of comprehensive income net foreign
are eliminated. Unrealized losses are also eliminated, unless the transaction evidences the impairment exchange transactions losses
of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to
ensure consistency with the policies adopted by the Group. c) Group companies -
b) Associates - The results and financial position of all the Group entities (none of which has the currency of a hyper
inflationary economy) that have a functional currency different from the presentation currency are
Associates are all entities over which the Group has significant influence but not control, generally translated into the presentation currency as follows:
accompanying a shareholding of between 20% and less than 50% of the voting rights. Investments in
associates are accounted for using the equity method of accounting and are initially recognized at cost. (a) assets and liabilities for each balance sheet presented are translated at the closing rate at the date
of that balance sheet;
accumulated impairment loss. (b) income and expenses for each income statement are translated at average exchange rates
(unless this average is not a reasonable approximation of the cumulative effect of the rates
-acquisition profits or losses is recognized in profit or loss, prevailing on the transaction dates, in which case income and expenses are translated at the rate
and its share of post-acquisition other comprehensive income movements are recognized in other on the dates of the transactions);
comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying (c) equity balances, except for retained earnings, are translated at the historical exchange rates; and
amount of the investment. When the G (d) all resulting exchange differences are recognized as profit or loss and included in retained
interest in the associate, including any other unsecured receivables, the Group does not recognize earnings.
further losses, unless it has incurred obligations or made payments on behalf of the associate.
On consolidation, exchange differences arising from the translation of the net investment in foreign
Unrealized gains on transactions between the Group and its associates are eliminated to the extent of operations, and of borrowings and other currency instruments designated as hedges of such
the G investments, are taken to other comprehensive income. When a foreign operation is partially disposed
provides evidence of an impairment of the asset transferred. Accounting policies of associates have of or sold, exchange differences that were recorded in other comprehensive income in the
been changed where necessary to ensure consistency with the policies adopted by the Group. consolidated statement of comprehensive income recognized as income from continuing operations in
the consolidated statement of comprehensive income as part of the gain or loss on sale.
Dilution gains and losses arising in investments in associates are recognized in the consolidated
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets
statement of comprehensive income.
and liabilities of the foreign entity and translated at the closing rate.
2.5 Segment information - 2.7 Property, plant and equipment -
Operating segments are reported in a manner consistent with the internal reporting provided to the Property, plant and equipment are stated at cost less accumulated depreciation and impairment
chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating losses.
resources, assessing performance of the operating segments and making strategic decisions, has
been identified as the Board of Directors. Historical cost comprises the purchase price and any cost directly attributable to bringing the asset into
working condition for its intended use. Cost of replacing part of the plant and equipment is recognized
2.6 Foreign currency translation - in the carrying amount of the plant and equipment if the recognition criteria are satisfied. All other
repair and maintenance costs are recognized in profit or loss as incurred. The present value of the
a) Functional and presentation currency - expected cost for the decommissioning of the asset after its use is included in the cost of the
respective asset if the recognition criteria for a provision are met. Borrowing costs that are directly
Items included in the financial statements of each of the G sured using the attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of
currency of the the cost of that asset.
The consolidated financial statements are presented in USD Dollars, which is the G n
currency. Subsequent costs recognized 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. The carrying amounts of replaced parts
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Notes to the consolidated financial statements Notes to the consolidated financial statements
31 December 2011 31 December 2011
are derecognized. All other repairs and maintenance are charged to profit or loss during the financial impairment is recognized immediately as an expense. After initial recognition, goodwill is carried at
period in which they are incurred. cost less any accumulated impairment losses.
The cost less the residual value of each item of property, plant and equipment is depreciated over its For the purpose of impairment testing, goodwill acquired in a business combination is, from the
useful life. acquisition date, allocated to each of the Group s cash-generating units that are expected to benefit
from the synergies of the combination, irrespective of whether other assets or liabilities of the acquire
Depreciation is calculated on a straight-line basis over the estimated useful life of individual assets, as are allocated to those units. Impairment is determined for goodwill by assessing the recoverable
follows: amount of each cash-generating unit (or group of cash-generating units) to which the goodwill relates.
Where the recoverable amount of the cash-generating unit is less than their carrying amount an
Years impairment loss is recognized.
Buildings and other constructions 33 Where goodwill is allocated to a specific cash-generating unit and part of the operation within that unit
Irrigation structure 70 is disposed of, the goodwill associated with the operation disposed of is included in the carrying
Plant and equipment Between 5 and 10 amount of the operation when determining the gain or loss on disposal of the operation. Goodwill
Furniture and fixtures 10 disposed of in this circumstance is measured based on the relative values of the operation disposed of
Other equipment Between 3 and 10 and the portion of the cash-generating unit retained.
Vehicles 5
When the acquisition is made under favorable conditions (when the fair value of the net assets and
Depreciation commences when assets are available for use as intended by management. Land is not liabilities acquired is higher than the purchase consideration), the Group recognizes such amount as
depreciated. income in its consolidated statement of comprehensive income.
The assets residual values and useful lives are reviewed, and adjusted prospectively if appropriate, at b) Customer relationships -
each financial year end.
Customer relationships are initially recognized at fair value at the date of acquisition in a business
- combination and subsequently at cost less amortization over their estimated useful lives of between 2
carrying amount is greater than its estimated recoverable amount (Note 2.9). to 20 years.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount -
and are recognized income and expenses consolidated statement of method. The excess of earnings is defined as the difference between after-tax operating cash flow
comprehensive income. generated by the existing customers at the acquisition date; and, the cost contribution required by the
remaining assets (tangible and intangible) for maintaining the relationships with the customer. The
2.8 Intangible assets - - the following estimations:
Future sales attributable to the existing customer list at the acquisition date, excluding any sales
a) Goodwill -
from other customers without an established and clear relationship. The sales forecast for each
customer, or customer category, takes into consideration organic sales growth as well as the
Goodwill is initially measured at cost which is the excess of the cost of the consideration paid over the
deterioration rate for this customer list.
fair value of the net identifiable assets, liabilities, contingent liabilities and non-controlling
interest at the date of acquisition. When the accounting for a business combination is not completed Calculation of operating margins (EBIT), taking into account only costs related to the existing
by the end of the reporting period in which the business combinations took place, the Group reports customer base at the acquisition date.
provisional amounts for the items the valuation process of which is incomplete. c) Computer software -
The net identifiable assets acquired and liabilities assumed accounted at provisional fair values at Acquired computer software licenses are capitalized on the basis of the costs incurred to acquire and
acquisition date may be retroactively adjusted to reflect additional information gathered on facts and bring to use the specific software. These costs are amortized over their estimated useful lives (four
circumstances existing at acquisition date which, if known, would have affected the measurement of years).
the amounts originally recognized. The period allowed by the IFRS 3 for the amendment of provisional
amounts recognized should not exceed one year from the acquisition date. Costs associated with maintaining computer software or programs are recognized as an expense as
they are incurred. Development costs that are directly attributable to the design and testing of
Goodwill on acquisition of subsidiaries is consolidated balance identifiable and unique software products controlled by the group are recognized as intangible assets
sheet. when the following criteria are met:
Goodwill is tested for impairment annually or more frequently whenever events or changes in
circumstances indicate a potential impairment. The carrying value of goodwill is compared to the It is technically feasible to complete the software product so that it will be available for use;
recoverable amount, which is the higher of value in use and the fair value less costs to sell. Any Management intends to complete the software product and use or sell it;
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31 December 2011 31 December 2011
There is an ability to use or sell the software product; Loans and receivables are non-derivative financial assets with fixed or determinable payments that are
It can be demonstrated how the software product will generate probable future economic benefits; not quoted in an active market and for which there is no intention of trading the receivable. They are
Adequate technical, financial and other resources to complete the development and to use or Sell included in current assets, except for maturities greater than 12 months after the end of the reporting
the software product are available; and period. These are classified as non-current assets. The G
The expenditure attributable to the software product during its development can be reliably and other accounts cash and cash equivalents in the consolidated balance sheet
measured. (Notes 14, 13 and 15, respectively).
Directly attributable costs capitalized include: software development, employee costs and an Recognition and measurement -
appropriate portion of relevant overheads.
Loans and receivables are initially recognized at fair value plus transaction costs .Loans and
Other development expenditures that do not meet these criteria are expensed as incurred. receivable are derecognized when the rights to receive cash flows from the assets have expired or
have been transferred and the group has transferred substantially all risks and rewards of ownership.
Development costs previously recognized as an expense are not recognized as an asset in a Loans and receivables are subsequently carried at amortized cost using the effective interest method.
subsequent period.
Offsetting financial instruments -
2.9 Impairment of non-financial assets -
Financial assets and liabilities are offset and the net amount reported in the consolidated balance
The carrying amounts of assets that are subject to depreciation or amortization are reviewed for sheet when there is a legally enforceable right to offset the recognized amounts and there is an
impairment whenever events or changes in circumstances indicate that the carrying amount may not intention to settle on a net basis, or realize the asset and settle the liability simultaneously.
be recoverable. At each reporting date the Group assesses if there are indicators of impairment and if
so, or if an impairment test for an asset is required, an assessment is undertaken to determine whether 2.11 Impairment of financial assets -
the carrying values are in excess of their recoverable amount. Such review is undertaken on an asset
by asset basis, except where such assets do not generate cash flows independent of other assets, in The Group assesses at the end of each reporting period whether there is objective evidence that a
which case the assessment is undertaken at cash-generating unit level. If the carrying amount of an financial asset or group of financial assets is impaired. A financial asset or a group of financial assets
asset or of a cash-generating unit exceeds its recoverable amount, the asset is considered to be is impaired and impairment losses are incurred only if there is objective evidence of impairment as a
impaired and is written down to its recoverable amount. Impairment losses are recognized in
consolidated statement of comprehensive income. that loss event (or events) has an impact on the estimated future cash flows of the financial asset or
group of financial assets that can be reliably estimated.
The recoverable amount of assets is the greater of their value in use or their fair value less costs to
sell. Fair value is based on an estimate of the amount that the Group may obtain in a sale transaction The criteria that the Group uses to determine that there is objective evidence of an impairment loss
transaction. In assessing the value in use of an asset, its estimated future cash include:
flows are discounted to their present value using a post-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset. For an asset that does not - Significant financial difficulty of the issuer or obligor;
generate cash inflows largely independent of those from other assets, the recoverable amount is - A breach of contract, such as a default or delinquency in interest or principal payments;
determined for the cash -gene -generating - The G granting to
units are the smallest identifiable groups of assets that generate cash inflows that are largely the borrower a concession that the lender would not otherwise consider;
independent of the cash inflows from other assets or groups of assets. - It becomes probable that the borrower will enter bankruptcy or other financial reorganization;
- The disappearance of an active market for that financial asset because of financial difficulties; or
For non-financial assets excluding goodwill, an impairment loss is reversed if there has been a change - Observable data indicating that there is a measurable decrease in the estimated future cash flows
in the estimates used to determine their recoverable amount. An impairment loss is reversed only to from a portfolio of financial assets since the initial recognition of those assets, although the
the extent that the adjusted carrying amount that would decrease cannot yet be identified with the individual financial assets in the portfolio, including: i)
have been determined, net of depreciation or amortization, if no impairment loss had been recognized adverse changes in the payment status of borrowers in the portfolio; and ii) national or local
in prior periods. Impairment losses relating to goodwill are not reversed in future periods. economic conditions that correlate with defaults on the assets in the portfolio.
2.10 Financial assets - The Group first assesses whether objective evidence of impairment exists.
Classification -
present value of estimated future cash flows (excluding future credit losses that have not been
The Group classifies its financial assets in the following categories: at fair value through profit and loss, effective interest rate.
loans and receivables, held-to-maturity and available-for-sale. The classification depends on the amount is reduced and the amount of the loss is recognized in the consolidated statement of
purpose for which the financial assets were acquired. Management determines the classification of its comprehensive income. If a loan has a variable interest rate, the discount rate for measuring any
financial assets at initial recognition. As of December 31, 2011 and 2010 the Group only holds financial impairment loss is the current effective interest rate determined under the contract. As a practical
assets in the category of loans and receivables.
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Notes to the consolidated financial statements Notes to the consolidated financial statements
31 December 2011 31 December 2011
expedient, the Group measures impairment on the basis of the iv) the cost expected to arise through the life of the asset; and
observable market price. v) a pre-tax nominal discount rate.
A provision for impairment of trade accounts receivable is estimated when there is objective evidence Expected future sale prices for all biological assets are determined by reference to observable data in
that the Group will not be able to collect all amounts due according to the original terms of the invoice. the relevant market. Costs expected to arise through the life of the biological assets are estimated
The amount of the provision is determined as explained in the paragraph above. Bad debts are written- based on historical and statistical data.
off when they are assessed as uncollectible.
The gain or loss arising from initial recognition of a biological asset at fair value less costs to sell and
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be from a change in fair value less costs to sell of a biological asset is recognized in the consolidated
related objectively to an event occurring after the impairment was recognized (such as an improvement statement of comprehensive income in the period in which they arise. Agricultural produce harvested
in the de recognized impairment loss is recognized in is initially measured at its fair value less costs to sell at the point of
profit or loss. harvest. The fair value of agricultural produce is determined based on market prices. The gain or loss
arising from initial recognition of agricultural produce as a result of harvesting is recognized in the
2.12 Biological assets - consolidated statement of comprehensive income for the period in which it arises. The cost of the
agricultural produce included in inventories for subsequent sale is deemed to be the fair value of the
Biological assets are living animals or plants managed by the Group for sale. These are asparagus, produce less costs to sell at the point of harvest in the local market.
avocados, mangoes, artichokes, pepper, grapes and shrimp which are to be harvested as agricultural
produce. 2.13 Inventories -
Biological assets are those assets capable of producing more than one harvest or are able to sustain Inventories are valued at the lower of average cost and net realizable value.
regular harvests (as for example: asparagus, mangoes, avocados and grapes). Costs of producing and
harvesting biological assets are expensed as incurred. Costs that increase the number of units The cost of biological products is determined as the fair value less estimated point of sale costs at the
produced of the biological asset owned or controlled by the Group are added to the carrying amount of time of harvest (Note 2.12).
the relevant assets. Biological assets are classified as current and non-current depending on their
maturity period. The net realizable value is the estimated sale price in the ordinary course of business, less estimated
costs to place inventories in selling condition and commercialization and distribution expenses.
Expenses that relate to the agricultural activity include planting, harvesting, seedlings, irrigation,
agrochemicals, fertilizers and others. Costs of producing and harvesting biological assets are charged The cost of inventories may not be recovered if: i) the inventories are damaged or become wholly or
to expense when incurred and the costs that increased the number of units of the biological assets partially obsolete; and ii) their selling prices decline or the estimated necessary costs to be incurred to
owned or controlled by the Group are added to the carrying amount cost produce their sale increase. In such circumstances, inventories are written-off to their net realizable
of agric : i) the cost of value. The Group determines the provision for obsolescence as follows:
agricultural produce held in inventory, ii) biological assets valued at fair value less costs to sell, and
iii) the costs of providing agricultural services. The cost of producti Fresh and frozen products 100% of cost at expiration
cost of agricultural produce and Preserved products 50% of cost after 2 years
100% of cost at expiration
biological assets expensed when sold.
The provision for obsolescence is estimated on an item by item basis or for groups of items with similar
Biological assets are measured at fair value less costs to sell on initial recognition and at each characteristics (with same crop, market and similar other characteristics).
statement of financial position date, except where fair value cannot be reliably measured. Cost
approximates fair value when little or no biological transformation has taken place since the costs were 2.14 Trade receivables -
originally incurred or the impact of biological transformation on price is not expected to be material.
Current trade receivables are recognized initially at fair value and subsequently re-measured at
Costs to sell include all incremental costs directly attributable to the sale of the biological assets, amortized cost using the effective interest method, less any provision for impairment.
excluding finance costs and income taxes. The fair value of a biological asset in its present location
and condition is determined based on the present value of expected net cash flows from the biological A provision for impairment of trade receivables is estimated when there is objective evidence that the
asset discounted at a current market-determined pre-tax rate. Group will not be able to collect all amounts due according to the original terms of the invoice. The
amount of the provision is the difference between the carrying amount and the present value of the
In determining the fair value of a biological asset based on the expected net discounted cash flows, the recoverable amounts and this difference is recognized in the consolidated statement of comprehensive
following factors have been taken into account: income. Bad debts are written off when they are assessed as uncollectible.
Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Notes to the consolidated financial statements Notes to the consolidated financial statements
31 December 2011 31 December 2011
For the purposes of the consolidated statement of cash flow, cash and cash equivalents comprise cash The determination of whether an arrangement is or contains a lease is based on the substance of the
in hand, short-term deposits held with banks with an original maturity of three months. arrangement at inception date: whether the fulfillment of the arrangement is dependent on the use of a
specific asset or assets or the arrangement conveys a right to use the asset.
2.16 Share capital -
Leases that transfer to the Group substantially all risks and benefits incidental to ownership of the
Ordinary shares are classified as equity. Any excess over the par value of issued shares is classified leased items are capitalized as finance leases at the inception of the lease at the fair value of the
as share premium. leased property, or if lower, at the present value of the minimum lease payments. Finance lease
payments are apportioned between finance charges and reduction in the lease liability so as to achieve
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a a constant rate of interest on the remaining balance of the liability. Finance costs are recognized in the
deduction, net of tax, from the proceeds. consolidated statement of comprehensive income. Capitalized leased assets are depreciated over the
shorter of their estimated useful life and the lease term, if there is no reasonable certainty that the
2.17 Share warrants - Group will obtain ownership at the end of the lease term.
Share warrants are measured at fair value at the acquisition date and are part of the acquisition cost. Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor
At the date in which the warrants expire, fair value is transferred to retained earnings. are classified as operating leases. Payments made under operating leases are charged to the
statement of comprehensive income on a straight line basis over the period of the lease.
2.18 Trade accounts payable -
2.21 Current and deferred income tax -
Trade accounts payable are obligations to pay for goods or services that have been acquired in the
ordinary course of business from suppliers. Trade accounts payable are classified as current liabilities Income tax expense for the period comprises current and deferred income tax. Income tax is
if payment is due within one year or less (or in the normal operating cycle of the business if longer). If recognized in the consolidated statement of comprehensive income, except to the extent that it relates
not, they are presented as non-current liabilities. to items recognized in profit or loss or directly in equity. In this case the income tax is also recognized
in profit or loss or directly in equity, respectively.
Trade accounts payable are recognized initially at fair value and subsequently measured at amortized
cost using the effective interest method when the effect of cost of money is important; otherwise these The current income tax charge is calculated on the basis of the tax laws enacted or substantively
accounts are subsequently measured at their face value. enacted at the consolidated balance sheet date in the countries where the Company and its
subsidiaries operate and generate taxable income. Management periodically evaluates positions taken
2.19 Borrowings - in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It
establishes provisions where appropriate on the basis of amounts expected to be paid to the tax
Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are authorities.
subsequently stated at amortized cost. Any difference between the proceeds (net of transaction costs)
and the redemption value is recognized in the consolidated statement of comprehensive income over Deferred income tax is recognized, using the liability method, on temporary differences arising
the period of the borrowing using the effective interest method. between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial
statements. However, the deferred income tax is not accounted for when it arises from the initial
Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the recognition of an asset or liability in a transaction other than a business combination that at the time of
extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is the transaction affects accounting for either the taxable profit or loss. Deferred income tax is
deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or determined using tax rates (and laws) that have been enacted or substantially enacted by the
all of the facility will be drawn down, the fee is capitalized as a pre-payment for liquidity services and consolidated balance sheet date and are expected to apply when the related deferred income tax
amortized over the period of the facility to which it relates. asset is realized or the deferred income tax liability is settled.
Deferred income tax assets are recognized only to the extent that it is probable that future taxable
The amortized costs of the loans that are settled in advance are immediately affected to consolidated profit will be available against which the temporary differences can be utilized.
statement of comprehensive income. For those loans that replace existing loans, they can be
regarded as an extinguishment of debt to the extent that the present value of new loans recognized at Deferred income tax is provided on temporary differences arising on investments in subsidiaries and
amortized cost is different from previous funding by more than 10 percent of its value. associates, except where the timing of the reversal of the temporary difference is controlled by the
Group and it is probable that the temporary difference will not reverse in the foreseeable future.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer
settlement of the liability for at least 12 months after the consolidated balance sheet date. Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right
exists to set off current tax assets against current income tax liabilities and the deferred income taxes
relate to the same taxable entity and the same taxation authority.
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Notes to the consolidated financial statements Notes to the consolidated financial statements
31 December 2011 31 December 2011
The Group operates a number of equity-settled share-based compensation plans. The cost of equity Sales of goods are recognized when all risks and rewards of ownership have been transferred to the
settled transactions is measured by reference to the fair value of the equity instruments at the date on buyer, usually on delivery of the goods. Sales of goods comprise:
which they are granted using the Black-Scholes-Merton model. The cost, together with the
corresponding increase in equity, is recognized on a straight-line basis over the vesting period in which Exports of fresh products. This mainly includes fresh products of asparagus, avocado and mango.
the performance and/ or service conditions are fulfilled. At each consolidated balance sheet date, the Some of these exports are invoiced at a fixed price while others on a preliminary liquidation basis
Group revises its estimates of the number of options that are expected to vest and recognizes the (provisionally priced), which is determined on current market prices at the date of issuance of the
change in cost if any, in the consolidated statement of comprehensive income, with a corresponding export invoice. In the case of sales on a preliminary liquidation basis, an adjustment to the
adjustment to equity. provisional price is made based on current market prices at the date agreed with the customer,
usually within a period ranging from 7 to 30 days after the export delivery. The value of the
2.23 Provisions - provisionally priced fresh products is re-measured using the forward selling price for the respective
quotational period agreed with the customer until this quotational period ends. The selling price of
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result
fresh products can be measured reliably as these products are actively traded on international
of a past event, it is probable that an outflow of resources will be required to settle the obligation and a
markets. The change in value of provisionally priced contracts is recorded as an adjustment to
reliable estimate can be made of the amount of the obligation. If the effect of the time value of money
revenue and to trade receivables.
is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate
Exports of preserved products. Revenue is recognized when export delivery conditions are met.
that reflects current market assessments of the time value of money and, where appropriate, the risks
specific to the liability. Where discounting is used, the increase in the provision due to the passage of Export of frozen products. Revenue is recognized when export delivery conditions are met.
time is recognized as a financial expense. Domestic sales. Revenue is recognized on delivery.
Workers profit sharing and other employee benefits - Revenue is recognized as interest accrues using the effective interest method.
In accordance with Peruvian Legislation the Group is required to provide for workers profit sharing 2.26 Costs and expenses -
equivalent to 10% of taxable income in Peru of each year. This amount is charged to the statement of
comprehensive income (distributed among cost of sales, administrative expenses and selling Cost of sales corresponds to the cost of production of goods sold, and is recorded simultaneously with
expenses, as appropriate). This charge is a deductible expense for income tax purposes. the recognition of revenue. Other costs and expenses are recognized on an accrual basis and
recorded in the periods to which they are related.
Statutory bonuses -
2.27 Dividend distribution -
The Group recognizes the expense in bonuses and the related liabilities under legal tax regulations.
Statutory bonuses consist of two (02) annual one-month salaries paid in July and December every consolidated
year. balance sheet in the period in which the dividends are approved by the shareholders.
Employees' severance indemnities of the Group personnel comprise indemnities determined under Contingent liabilities are not recognized in the financial statements and are disclosed in notes to the
local laws and regulations and which has to be credited to bank accounts selected by employees in financial statements unless their occurrence is estimated as remote. Contingent assets are not
May and November every year. The annual employees' severance indemnities equal one-month recognized in the financial statements and are disclosed only if their realization is assessed as
salary. The Group does not have obligations of additional payments once these annual deposits, to probable.
which each worker is entitled to, are made.
2.29 Custom duties refunds
2.25 Revenue recognition -
Custom duties refunds (drawback) correspond to a tax benefit granted by the Peruvian Government by
Revenue comprises the fair value of the consideration received or receivable for the sale of goods in means of which the Company is reimbursed for the custom duties paid on the importation of goods that
the ordinary course of the Group activities. Revenue is shown net of value-added tax, returns, rebates are a component of the FOB value of the exported products. The refund of these custom duties is
and discounts and after eliminating sales within the Group. credited to the cost of sales in the consolidated statement of comprehensive income when the Group
has the right to claim the refund (when the exportation is completed).
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Group
and the revenue can be reliably measured. The following specific recognition criteria must also be met
before revenue is recognized:
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Notes to the consolidated financial statements Notes to the consolidated financial statements
31 December 2011 31 December 2011
Directors oversee the management of these risks The remaining balance of cash nad cash equivalents and trade and other accounts receivable
and implement a risk management program aiming at reducing at a minimum any potential adverse amounting to USD32,816,000 relates to balances denominated in United States Dollar (2010:
USD17,341,000).
Natural phenomena such as the warmer and colder ocean currents called Increase/ Effect on Increase/ Effect on
respectively present a threat to farming during half of each year. decrease in profit decrease in profit
PEN rate before tax rate before tax
ally means that the winter is colder than usual and this has a positive or negative USD000 USD000
repercussion on our activities according to the crop. For example, in the case of avocado, the cold
weather reduces the rate at which the fruit grows and it reaches its period for harvesting at a lower 2011 +4% 716) +4% 364)
weight per fruit than usual. In the case of asparagus; however, although growth is slow during the -4% ( 716) -4% ( 364)
period of the cold current, the plants that are maturing and will be harvested at the end of the year 2010 + 4% ( 548) + 4% 398)
have volumes well in excess of the average. - 4% ( 548) - 4% ( 398)
ii) Interest rate risk -
summer and winter. This phenomenon benefits the avocado plant, producing a fruit of higher weight Changes in interest rates impact primarily loans and borrowings by changing either their fair value
but on the other hand it reduces the harvest levels of asparagus in the months following warmer (fixed rate debt) or their future cash flows (variable rate debt).
weather.
Since all interest-bearing loans and borrowings have a fixed interest rate, the Group is not
exposed to cash flow interest rate risk.
b) Market risk -
i) Foreign exchange risk - Fixed rate borrowings of the Group are renegotiated at market rates on a timely basis, in order to
reduce the exposure to fair value interest rate risk.
The Group buys and sells its products and services and obtains funding for its working capital and
investments mainly in its functional currency. A third Nuevo iii) Price risk
Sol and therefore its financial results are not significantly affected by exchange rate fluctuations
between the US Dollar and the Nuevo Sol. However, upon significant transactions management
evaluates and decides the use of economically hedge contracts to hedge any possible risk of slowdown in the key markets may cause lower sales volumes and prices, and losses on trade
adverse changes in the foreign currency rate that will affect the cash outflows. receivables. Produce prices have a material impact on the results of operations. Prices
are significantly affected by changes in global economic conditions and related industry cycles.
As of 31 December 2011 and 2010 the Group had the following assets and liabilities in the Nuevo Generally, agricultural producers are unable to influence prices directly; however, the Group
Sol (PEN) and Euros: profitability is managed through the control of its cost base and the efficiency of its operations.
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Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Overview of Notes to the Consolidated Financial Statements 31 December 2011 Overview of Notes to the Consolidated Financial Statements 31 December 2011
The accounts receivable from a single customer represent 13 per cent of the balance as of 31 The gearing ratios at 31 December 2011 and 2010 were as follows:
December 2011 (8 per cent as of 31 December 2010). All new transactions with this customer are
being executed with letters of credit to mitigate credit risk exposure. 2011 2010
USD000 USD000
In addition, the Group has a multimarket credit insurance coverage over the exports of fresh and
preserved products in an aggregate amount up to USD40 million at 31 December 2011 and 2010. Bank loans 25,797) 16,700)
Long - term debt 64,743) 65,615)
d) Liquidity risk - Less available funds ( 6,604) ( 9,915)
Net debt (a) 83,936) 72,400)
The Group has sufficient credit capacity to have access to credit lines with top-ranked financial
Total capital as per balance sheet (b) 279,112) 243,160
institutions (institutions with no history of default and prestigious locally) under market terms. In
addition, the Group develops new bank relationships in order to have adequate funding available all Total capital and net debt (a) + (b) 363,048) 315,560)
the time. However, with the current world financial crisis there is risk that banks may revise the terms
of the lines of credit. Gearing ratio (a) / (a) + (b) 0.23) 0.23)
The table below analyses the G -derivative financial liabilities and allocates them into 3.3 Fair value estimation -
relevant maturity groupings based on the remaining period at the balance sheet date to the contractual
maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows: The carrying value less impairment provision of trade accounts receivable and accounts payable are
assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is
estimated by discounting the future contractual cash flows at the current market interest rate that is
available to the group for similar financial instruments.
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Overview of Notes to the Consolidated Financial Statements 31 December 2011 Overview of Notes to the Consolidated Financial Statements 31 December 2011
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Notes to the consolidated financial statements Notes to the consolidated financial statements
31 December 2011 31 December 2011
The different levels have been defined as follows: If any one of the factors or assumptions, on which the revenue forecasts above are based, were to
decrease by more than 10%, then the carrying amount of the customer relationships would decrease
- Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1). by more than USD750,000.
- Inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2). - Estimation of income tax - Notes 2.21, 17 and 32
- Inputs for the asset or liability that are not based on observable market data (that is, Determination of the tax obligations and expenses requires interpretations of the applicable tax laws
unobservable inputs) (Level 3). and regulations. The Group receives advice from its professional legal tax counsel before making any
decision on tax matters. Even though Management considers its estimates are prudent and
As of 31 December 2011 and 2010, the financial assets and liabilities are measured at the amortized appropriate, differences of interpretation may arise with Tax Authorities that may require future tax
cost. adjustments. The Group recognizes liabilities for situations observed in preliminary tax audits based on
estimates as to whether the payment of additional taxes is required. When the final tax result of these
4 CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS situations is different from the amounts that were initially recorded, the differences are charged to the
current and deferred income tax assets and liabilities in the period in which this fact is determined. The
4.1 Critical accounting estimates and assumptions - Group performed sensitivity analysis on the possibility of inappropriate interpretations of tax law. In this
it has assessed the probability of error to quantify its impact on the financial statements. Where the
The Group makes estimates and assumptions concerning the future. The resulting accounting
estimates will, by definition, seldom equal the related actual results. The estimates and assumptions would need to:
that have a significant risk of causing a material adjustment to the carrying amounts of assets and Effect on income tax
liabilities within the next financial year are discussed below. 2011 2010
USD000 USD000
Critical accounting estimates made by management are continually evaluated and are based on
historical experience and other factors, including expectation of future foreseeable events that are Decrease the income tax liability ( 555) 138)
believed to be reasonable under the circumstances. Management performs sensitivity analyses of the Increase the income tax liability 555) ( 138)
estimates made as a way of determining the related error margins.
- Estimation of fair value of biological assets - Note 2.12 and 9
The most significant use of judgment is the estimation of the fair value of biological assets, including
asparagus, avocados, mangoes, artichokes, grapes, pepper and shrimp. The inputs to the valuation To assess the fair value of biological assets the Company takes into account the criteria set out in IAS
models are derived from observable market data where possible, but where observable market data 41, which requires that a biological asset should be measured at its fair value less the estimated point-
are not available, judgment is required to establish fair values. The judgments include considerations of-sale costs. The fair value indicated is determined by using the present value of net cash flows
of plantation volumes, cost per ton, depletion and the discount rate used to estimate the present expected to be obtained from the assets. Determining the fair value of an asset requires the application
values. The valuation of biological assets is described in more detail in Note 9. Management performs of judgment to decide on the way in which biological asset will be recovered and assumptions to be
sensitivity analyses of the cash flow performed as a way of determining the related error margins. used in its determination.
The estimates and assumptions that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year are addressed below. In this regard, to determine the fair value, the Management uses estimates for plantation volumes, cost
per ton and exhaustion to the point of harvest. The changes in assumptions or estimates used in the
- Recognition and determination of useful lives of customer relationships - Notes 2.8.b and 8 calculations could influence the outcome thereof. The growth model inputs involve estimates that are
updated regularly. The fair value has been determined in US dollars and the discounted net cash flows
At the date of acquisition, the Group valued the customer relationships (trained and assembled included in estimates of management consider a discount rate determined in relation to the cost of
workforce, customer and distribution relationships) using an income approach and the -period financing of the Company (Weighted Average Cost of Capital). The Company carries out a sensitivity
the accounting value that should be recognized as intangible assets. analysis of the biological assets taking into consideration the WACC discount, and taking into account
The useful life of this intangible asset was determined to be between 2 to 20 years and based on the the discount rate that the most representative companies used in the market and determines the
estimated cash flows to be generated in the future. interest rate to use as a middle point of the market rates.
Customer relationships are amortized on a straight-line basis over their estimated useful lives. Management considers that volatility levels of higher/lower than 5% would give rise to a material effect
in its profits for the year. These sensitivity percentages have been determined based on the effect on
profits for the year resulting of the application of the fair value of biological assets under IAS 41. The
actual revenues earned for similar assets and such forecasts are reviewed by management at last variables used in the determination of the fair values of the biological assets that may be subject to
variance are: i) the forecast of revenue and costs, and ii) determination of the discount rate under
amortization of WACC. With respect to the revenue and costs forecasts, it should be noted that it has been
intangibles are: growth expectation, future financial crisis and political risk. determined based on the harvest and investment forecast for the coming years, which Management
considers their error margins depend on quality factors of the produce. These quality factors are
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Overview of Notes to the Consolidated Financial Statements 31 December 2011 Overview of Notes to the Consolidated Financial Statements 31 December 2011
Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Notes to the consolidated financial statements Notes to the consolidated financial statements
31 December 2011 31 December 2011
monitored by Production Management through a detailed ongoing follow-up. With respect to the The products include asparagus, avocado, pepper, mangoes, artichoke and shrimp. These are further
discount rate under WACC, its determination has been subject to sensitivity analysis in relation with distinguished in fresh, canned and frozen products. In 2008, the Group decided to discontinue the
comparable companies having a similar financial structure. production of artichoke and to plant grapes and tangerines which need at least 3 years to start
production.
Increase/ Effect on
decrease in profit All production and related assets are in Peru.
rate before tax
USD000 The analysis of sales below is based on the country/area in which the customer is located.
Disclosure of segment profit measure is made using the gross profit, which is critical in assessing the Year 2010
performance of each segment. Revenues 44,364 15,410 10,342 49,190 119,306
Gross profit 11,926 5,461 5,618 13,515 36,520
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Overview of Notes to the Consolidated Financial Statements 31 December 2011 Overview of Notes to the Consolidated Financial Statements 31 December 2011
Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Notes to the consolidated financial statements Notes to the consolidated financial statements
31 December 2011 31 December 2011
Gross profit by type of produce for the year ended 31 December is as follows: Opening Adjust- Closing Net book
balance Additions Disposals ments (**) Transfers balance value
2011 2010 USD000 USD000 USD000 USD000 USD000 USD000 USD000
Cost of Gross Cost of Gross
Brought forward: 122,993) 6,126) ( 4,199) 7,408) - ) 132.328)
Revenue sales profit Revenue sales profit
USD000 USD000 USD000 USD000 USD000 USD000 Accumulated depreciation
Land - - - - - - 40,945
Fresh 78,994 ( 38,205) 40,789) 48,601 ( 26,503) 22,098) Buildings and other
Preserved 56,687 ( 45,508) 11,179) 51,559 ( 40,891) 10,668) constructions ( 1,426) ( 659) 72) ( 2,447) ( 17) ( 4,477) 20,570
Frozen 28,998 ( 21,217) 7,781) 16,120 ( 11,687) 4,433) Plant and equipment ( 7,388) ( 4,356) 1,245) ( 201) ( 107) ( 10,807) 33,583
Others 3,131 ( 4,613) ( 1,482) 3,026 ( 3,705) ( 679) Furniture, fixtures and
other equipment ( 1,376) ( 751) 5) ( 163) 15) ( 2,270) 2,822
167,810 ( 109,543) 58,267) 119,306 ( 82,786) 36,520)
Vehicles ( 877) ( 561) 20) ( 1,580) 109) ( 2,889) 2,375
Units in transit - - - - - - 822
6 PROPERTY, PLANT AND EQUIPMENT Construction in progress - ) - ) - ) - ) - ) - ) 10,768
Total ( 11,067) ( 6,327) 1,342) ( 4,391) - ) ( 20.443) 111,885
Opening Adjust- Closing Net book (**) The transactions shown in this column mainly refer to assets acquired in the business combination described in Note 23;
balance Additions Disposals ments (*) Transfers balance value the remaining adjustments by USD2.6 million correspond to the variation of permanent investments of the year and other
USD000 USD000 USD000 USD000 USD000 USD000 USD000 minor adjustments amounting to USD647,000.
2011 a) As of 31 December 2011 the Group made acquisitions of assets amounting to USD1,500,000
Cost
Land 40,945 42)) - 878) 206) 42,071)
related to the purchase of machinery and plant equipment, packing machines and facilities;
Buildings and other USD2,800,000 related to the construction of field infrastructures in Frusol and Arbus, the
constructions 25,047) - - - ) 3,961) 29,008) construction of reservoirs and wells in Piura and equipment for planting mango and pomegranate;
Plant and equipment 44,390) 34) ( 733) 1,539)) 2,254) 47,484) USD2,200,000 related to the implementation and restructuring of Noragro plant as well as the
Furniture, fixtures and
other equipment 5,092) 18) ( 3) 64) 800) 5,971)
installation of systems and others; USD4,100,000 related to the construction of shrimp ponds,
Vehicles 5,264) - ( 99) - ) 142) 5,307) earthworks, bridges and the implementation of offices in Tumbes, Mar Norte, Campana and
Construction in progress 11,590) 10,517) - ) 629) ( 7,363) 15,373) Paracas. As of 31 December 2010 the Group made acquisitions amounting to USD1,600,000
132,328) 10,611) ( 835) 3,110) - ) 145,214) related to the purchase of machinery and plant process improvements of asparagus, pepper and
Accumulated depreciation
maintenance shop; USD2,300,000 field infrastructure, irrigation equipment, scales and others;
Land - - - - - - 42,071 USD1,400,000 related to the installation of systems; USD80,000 related to the construction of
Buildings and other shrimp ponds and USD1,000,000 related to the acquisition of land in Mar Norte.
constructions ( 4,477) ( 795) - - - ( 5,272) 23,736
Plant and equipment ( 10,807) ( 4,620) - ( 757) - ( 16,184) 31,300
Furniture, fixtures and b) As of 31 December 2011 the loss on disposal of property, plant and equipment amounts to
other equipment ( 2,270) ( 644) 3) ( 33) - ( 2,944) 3,027 USD404,000 (gain of USD800,000 as of 31 December 2010).The net book value of assets
Vehicles ( 2,889) ( 627) 56) - - ( 3,460) 1,847 disposed of during 2011 amounts to USD776,000 (USD2,857,000 as of 31 December 2010).
Construction in progress - ) - ) - ) - ) - ) - ) 15,373
Total ( 20,443) ( 6,686) 59) ( 790) - ) ( 27,860) 117,354
c) As of 31 December 2011, property, plant and equipment include fixed assets acquired under
(*) The transactions shown in this column mainly refer to assets acquired in the business combination described in Note 23; finance leases which book value amounts to USD2,327,000 (USD4,806,000 as of 31 December
the remaining adjustments by USD 0.6 million correspond to the variation of permanent investments of the year. 2010) net of their corresponding accumulated depreciation. The payment of these obligations are
secured with the assets acquired under the lease contracts.
Opening Adjust- Closing Net book
balance Additions Disposals ments (**) Transfers balance value
USD000 USD000 USD000 USD000 USD000 USD000 USD000 d) As of 31 December 2011 and 2010, property, plant and equipment is insured up to a value of
2010 USD40 million. Management believes that this policy is consistent with international practices in
Cost
Land 38,687) 1,060) ( 1,696) 2,868) 26) 40,945) the industry and takes into account the risk of eventual losses due to the nature of the assets.
Buildings and other
constructions 23,519) - ( 945) 2,133) 340) 25,047) e) The total depreciation for the years 2011 and 2010 includes USD 1,569,000 and USD1,624,000
Plant and equipment 46,133) - ( 1,520) ( 1,338) 1,115) 44,390)
Furniture, fixtures and that corresponds to the depreciation of the fair value of acquired assets in business combinations
other equipment 4,976) 21) ( 9) 162) ( 58) 5,092) (see Note 8).
Vehicles 3,239) - ( 29) 2,076) ( 22) 5,264)
Units in transit - 783) - - 39) 822)
Construction in progress 6,439) 4,262) - ) 1,507) ( 1,440) 10,768)
f) The allocation of the depreciation charge is as follows:
Carried forward: 122,993) 6,126) ( 4,199) 7,408) - ) 132.328)
Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Notes to the consolidated financial statements Notes to the consolidated financial statements
31 December 2011 31 December 2011
2011 2010 The amortization of costumer relationship of USD447,000 (USD465,000 for 2010) was charged to
USD000 USD000 selling expenses (Note 26) and the amortization of software was charged to administrative expenses
(Note 27) by USD397,000 (USD278,000 for 2010) and to cost of sales (Note 25) by USD12,000
Total assets 2,491) 2,629) (USD32,000 for 2010) in the consolidated statement of comprehensive income.
Total liabilities 1,185) 1,676)
Total revenue 4,267) 3,578) Goodwill -
(Loss) / gain for the year 278) ( 100)
Total equity 1,306) 953) On 17 October 2007, Camposol AS acquired 100% of the outstanding shares of Siboure Holding Inc,
parent of Camposol S.A.; as a result of this transaction the Group recognized a goodwill amounting to
USD9,542,000.
8 INTANGIBLE ASSETS
During 2010 Marinazul S.A. acquired 100% of the outstanding shares of Domingo Rodas S.A. for a
The movement of the cost and the accumulated amortization of intangibles assets is a follows:
consideration of USD165 thousand. The fair value of the net liabilities acquired amounted to
Opening Closing Net book USD883,000 giving rise to a goodwill amounting to USD1,047,000. In addition the Group acquired
balance Additions Disposals Adjustments balance value during 2010 100% of the outstanding shares of Camarones S.A. for a consideration of USD321,000.
USD000 USD000 USD000 USD000 USD000 USD000 The fair value of the net assets acquired amounted to USD399,000, giving rise to the recognition of a
2011 negative goodwill amounting to USD78,000 which was recognized as other income (Note 23) in the
Cost consolidated statement of comprehensive income.
Goodwill 10,589 - - 2,408 12,997)
Customer relationships 9,566 - - - 9,566) Impairment tests on goodwill -
Software 3,780 408 ( 37) - 4,151)
Others 162 - ( - ) - 162)
24,097 408 ( 37) 2,408 26,876)
An impairment test on goodwill was performed by comparing the fair value less costs to sell of the
cash-generating units and their carrying amount (including goodwill). To estimate the fair value less
costs to sell, the Group has used the following assumptions:
- 40- 38
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Overview of Notes to the Consolidated Financial Statements 31 December 2011 Overview of Notes to the Consolidated Financial Statements 31 December 2011
Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Notes to the consolidated financial statements Notes to the consolidated financial statements
31 December 2011 31 December 2011
Management performs a sensitivity analysis to assess the impact of changes in the assumptions used Future sales attributable to the existing customers with an established relationship. The sales
in the valuation model. In this respect, during 2011 the WACC rate used by the Group of 8.71%, if be forecast for each customer, or customer category, must take into consideration organic sales
increased to 9.9%, would lead to impairment of USD700,000 in the carrying amount of the asparagus growth as well as the deterioration rate for this customer list.
CGU. Calculation of operating margins (EBIT), taking into account only costs related to the existing
customer base at the acquisition date.
Sensitivity analysis of asparagus and avocado -
The useful life of customer relationships is amortized over their estimated useful lives which range from
The recoverable amounts based on the sensitivity analysis performed are as follows: 2 to 20 years.
9 BIOLOGICAL ASSETS
2011 2010
USD000 USD000 The Group measures the value of agricultural plants and shrimps using the expected cash flows for the
production of each of its biological assets. The cash flows included in the projections are discounted at
Asparagus the rate of 10.7%.
21% 71,633 84,081
22% 74,521 87,454 The net effect of the IAS 41 fair value adjustment is USD28,995,000 (USD14,867,000 in 2010), and is
23% 77,440 90,851 determined as follows:
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Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Overview of Notes to the Consolidated Financial Statements 31 December 2011 Overview of Notes to the Consolidated Financial Statements 31 December 2011
Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Notes to the consolidated financial statements Notes to the consolidated financial statements
31 December 2011 31 December 2011
Asparagus Avocados Mangoes Pepper Shrimp Grapes Tangerine Total The main assumptions used to estimate the fair values of the biological assets were as follows:
USD000 USD000 USD000 USD000 USD000 USD000 USD000 USD000
2011
Change in fair value less
Asparagus:
cost to sell of biological - s, Pur Pur, Mar Verde, Gloria, Agricultor, Aeropuerto, Oasis, San Jos , Sincromax,
assets ( 4,484) 42,233) ( 325) ( 1,383) 820) 3,562) 398) 40,821) Terra and Yakuy Minka.
Net cost of permanent - Lots have a useful life of 10 years.
plantations and
maintenance 3,846) ( 5,187) ( 349) ( 775) ( 1,330) ( 3,807) ( 657) ( 6,709) - Each harvest cycle lasts 6 months.
Gain arising from change -
in fair value of biological
assets ( 638) 37,046) ( 674) ( 608) ( 510) ( 245) ( 259) 34,112) Avocados:
Deferred income tax 96) ( 7,627) ( 78) ( 91) ( 76) ( 341) 39) ( 7,588)
IAS 41 adjustment, net of -
deferred taxes ( 542) 29,419) ( 596) ( 517) ( 434) ( 586) ( 220) 26,524) - Lots have a useful life of 20 years.
- Every harvest cycle lasts 1 year.
2010
Change in fair value less
-
cost to sell of biological - Lots have their first harvest after 3 years from planting
assets ( 4,454) 17,902) 2,904) 975) 201) 9,623) 355) 27,506)
Net cost of permanent Mangoes:
plantations and
maintenance 2,783) ( 5,083) ( 44) ( 375) ( 452) ( 6,482) ( 375) ( 10,028)
- 8 lots in Atypsa, Balfass and Dunas.
Gain arising from change - Parcels have a useful life of 20 years.
in fair value of biological - Every harvest cycle lasts 1 year.
assets ( 1,671) 12,819) 2,860) 600) ( 251) 3,141) ( 20) 17,478) -
Deferred income tax 251) ( 1,923) ( 429) ( 90) 48) ( 471) 3) ( 2,611)
IAS 41 adjustment, net of
- Lots have their first harvest after 3 years from planting
deferred taxes ( 1,420) 10,896) 2,431) 510) ( 203) 2,670) ( 17) 14,867)
Grapes:
The net cost of permanent plantations and maintenance of farms is as follows: - 2 lots in Agroalgre.
- The lots have a useful life of 20 years.
Asparagus Avocados Mangoes Pepper Shrimp Grapes Tangerine Total - Each harvest cycle last 1 year.
USD000 USD000 USD000 USD000 USD000 USD000 USD000 USD000
Pepper:
2011
New plantations 3,526) ( 4,087) 179) ( 21) - ( 3,032) ( 657) ( 4,092) - 6 lots lands from Terra
Change products in - The lots have a useful life of 8 months.
process 320) ( 1,100) ( 528) ( 796) ( 1,330) ( 775) - ) ( 2,617) - Each harvest cycle last 8 months including preparation, maintenance and harvest.
IAS 41 adjustment 3,846) ( 5,187) ( 349) ( 775) ( 1,330) ( 3,807) ( 657) ( 6,709)
2010 Shrimps:
New plantations 3,587) ( 5,661) 288) - - ( 6,274) ( 375) ( 8,435) - 48 shrimp farms that cover an area of 252 Area
Change products in - Each has a useful life of 180 days, approximately 25 weeks.
process ( 804) 578) ( 332) ( 375) ( 452) ( 208) - ( 1,593)
IAS 41 adjustment 2,783) ( 5,083) ( 44) ( 375) ( 452) ( 6,482) ( 375) ( 10,028)
- Each harvest cycle of shrimps lasts approximately 25 weeks, including preparation, maintenance and
harvest.
The transfer of permanent plantations at cost for the year 2011 is USD4,461 thousand (USD4,227
thousand in 2010) (Note 31). The movement for the period in the fair value of biological assets is as follows:
Additions and
The following table demonstrates the sensitivity to a reasonably possible change in the discount rate, Opening balance deductions Closing balance
Market Less Non
Market value Final current current
Area value Area (Note 31) Area balance portion portion
Increase/ Effect on Has USD000 Has USD000 Has USD000 USD000 USD000
decrease in profit
discount rate before tax 2011
Asparagus 2,633 37,932 - ) ( 4,484) 2,633 33,448 ( 4,683) 28,765
USD000 Avocados 2,488 93,103 - ) 42,233) 2,488 135,336 ( 2,707) 132,629
Mangoes 415 11,342 - ) ( 325) 415 11,017 ( 1,212) 9,805
+1% ( 9,412) Pepper 510 1,462 ( 216) ( 1,383) 294 79 ( 79) -
-1% 10,266) Shrimp 290 2,279 338) 820) 628 3,099 ( 3,099) -
Grapes 420 21,093 31) 3,562) 451 24,655 ( 4,365) 20,290
+0.5% ( 4,804) Tangerine 102 1,128 - ) 398) 102 1,526 - 1,526
-0.5% 5,022) 6,858 168,339 153) 40,821) 7,011 209,160 ( 16,145) 193,015
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Overview of Notes to the Consolidated Financial Statements 31 December 2011 Overview of Notes to the Consolidated Financial Statements 31 December 2011
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Notes to the consolidated financial statements Notes to the consolidated financial statements
31 December 2011 31 December 2011
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Overview of Notes to the Consolidated Financial Statements 31 December 2011 Overview of Notes to the Consolidated Financial Statements 31 December 2011
Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Notes to the consolidated financial statements Notes to the consolidated financial statements
31 December 2011 31 December 2011
As of 31 December 2011 and 2010 the Group has not pledged its inventories as guarantee on Trade accounts receivable mainly comprise invoices for the sale of fresh, preserved and frozen
liabilities. products. Turnover ranges between 90 and 180 days and are not interest-bearing.
2011 2010 Trade accounts receivable in foreign currency (in thousands) amounts to USD 4,739, USD115 and
USD000 USD000 USD30 (in 2010 USD6,428, USD114 and USD0) in Euros, Pounds and Nuevo Sol, respectively.
Movement in the provision for obsolescence of inventories:
Opening balance ( 1,645) ( 2,500) The movement of the provision for impairment of trade accounts receivable is as follows:
Additions (Notes 29 and 31) ( 1,237) ( 854)
Write-off 716) 1,709 2011 20010
Balance at the end of the year ( 2,166) ( 1,645) USD000 USD000
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Overview of Notes to the Consolidated Financial Statements 31 December 2011 Overview of Notes to the Consolidated Financial Statements 31 December 2011
Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Notes to the consolidated financial statements Notes to the consolidated financial statements
31 December 2011 31 December 2011
The Group bank current accounts (in thousands) amounts to USD4,366, USD1,938 and USD276 (in Warrants to shareholders -
2010 USD4,868, USD2,731 and USD298) in U.S. Dollars, Nuevo Sol and Euros, respectively. The
2010 time deposits are denominated in U.S. Dollars. Dyer Coriat Holding S.L was granted by Camposol AS 3.628.344 warrants to acquire shares in that
company. These were replaced by warrants to acquire shares in Camposol Holding PLC as follows:
The time deposits comprise balance in banks with maturities of less than three months. At December
31, 2011 the time deposits have generated interest for USD45,000 (USD15,000 to 31 December 2010) Number of
(Note 30).Their credit classification is as follows: warrants Exercise price Exercise period
31 December 2011 and 2010 32,403,820 507 212,318 212,825 The conditions to be met in order to exercise the options are based on the time frame that each person
worked as employee of the Group.
In 2011 and 2010, the total authorized numbers of ordinary shares are 40,000,000 shares with a par
value shares issued have been fully paid-in. Movements in the number of share-based payments outstanding and their related weighted average
The 2,570,000 initial shares do not entitled the holder to any voting rights or the right to exercise prices are as follows:
dividend distribution. These shares correspond to the first capital contribution for purposes of creating 2011 2010
Average Average
the entity.
exercise price in exercise price in
NOK per Share Options NOK per Share Options
In April 2008, the Company issued 27,925,070 shares to the shareholders of Camposol AS (Norway)
in exchange for an equal number of shares in that company (Note 1-b). At 1 January 40 585,000) 40 735,000)
Forfeited 40 ( 95,000) 40 ( 100,000)
In May 2008, the Company issued 1,908,750 new ordinary shares at a price of USD7,859 per share. Expired 40 - ) 40 ( 50,000)
At 31 December 70 490,000) 40 585,000)
Share-based payments expressed in U.S. Dollars 927,000) 922,000)
- 50- 48
- - - 51- 49
-
-
Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Overview of Notes to the Consolidated Financial Statements 31 December 2011 Overview of Notes to the Consolidated Financial Statements 31 December 2011
Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Notes to the consolidated financial statements Notes to the consolidated financial statements
31 December 2011 31 December 2011
Share-based payments outstanding at the end of 2011 and 2010 have the following expiration date Investor Shares %
and exercise prices:
1 Dyer-Coriat Holding S.L. 8,571,000 28.73
Exercise 2 QVT Financial 6,538,223 21.92
price in 3 Andean Fishing L.L.C. 3,380,100 11.33
NOK per Shares 4 AY Forestal 1,908,750 6.40
Expiration date share 2011 2010 5 South Winds AS 1,753,000 5.88
6 Aldoflor INC 1,681,415 5.64
February 2012 40 490,000 585,000 7 Welheim Investments 1,421,668 4.77
Total 490,000 585,000 8 Peru Land & Farming LLC 960,695 3.22
9 Clearstream Banking 838,099 2.81
In calculating the fair value of NOS uses the Black-Scholes-Merton option pricing model. The model 10 Santander Private Banking 720,033 2.41
uses the following input. 11 Compass Group 535,906 1.80
12 JP Morgan Chase Bank Nordea Re:Non-Treaty 266,005 0.89
- Issue date share price (Close): 13 Justnes Rederi AS 170,300 0.57
14 Clariden Leu 153,878 0.52
27.03.2008 and 27.08.2008 15 MP Pensjon 137,000 0.46
16 Goldman Sachs Security Client Segr 105,000 0.35
- Exercise Price: 17 Jahrmann AS 74,800 0.25
18 Millcom Norge AS 60,000 0.20
The exercise price for the options is NOK 40.00. If the share price exceeds three 19 DNB Nor Market Making 29,107 0.10
times the strike price (NOK 120.00), the strike will be adjusted upwards so that the 20 Caruse Holding AS 28,000 0.09
difference between the share price and the strike price would not be greater than 21 Others 500,841 3.68
NOK 80.00. Effectively, there is a cap on the option gain. This cap is included in the 29,833,820 100.00
fair value calculation. Non-controlling interest -
- Option Life: The non-controlling interest is related to the change in the shareholding in Marinazul S.A.
2011 -
Deferred tax assets -
Tax losses carried-forward 8,176 ( 385) 326) 97) 8,214
Loss on investments in associates 67 ( 16) - - 51
Provisions 1,157 (( 161) ( - ) - ) 1,318
Carried forward: 9,400 (( 240)) ( 326) 97( 9,583
- 50
- 52 - - - 51
- 53 -
-
Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Overview of Notes to the Consolidated Financial Statements 31 December 2011 Overview of Notes to the Consolidated Financial Statements 31 December 2011
Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Notes to the consolidated financial statements Notes to the consolidated financial statements
31 December 2011 31 December 2011
Opening Income Business Closing In Peru, tax losses can be carried forward by choosing one of the two tax-loss offsetting regimes
balance statement combination Adjustments balance available; by one of them, tax losses may be carried forward over 4 consecutive years after the year in
USD000 USD000 USD000 USD000 USD000 which they have been obtained and then they expire; by the second offsetting regime; tax losses are
offset at a 50% of the taxable income obtained year after year and they do not expire. The Group has
Brought forward: 9,400 (( 240)) ( 326) 97( 9,583
2010 -
Deferred tax assets -
Tax losses carried-forward 6,033 ( 2,143) - -( ( 8,176
Loss on investments in associates 27 ( 40) - - 67
Provisions 691 ( 466) ( - ) - ( 1,157
6,751 ( 2,649) ( - ) - ( 9,400
Deferred tax liabilities -
Fair value of biological assets 13,959 ( 2,611) - ) ( - 16,570
Fair value of fixed assets at
acquisition of subsidiary 4,914 ( 699) ( - ) ( - 4,215
Fair value of customer
relationships 1,095 ( 70) - ( ( - 1,025
Differences in depreciation rates 539 ( 346) - ( ( - 885
Differences in amortization rates 156 ( 156) - ( ( - -
Other 880 ( 765) ( 97( ( 111( 323
21,543 ( 1,267) ( 97( ( 111( 23,018
14,792 ( 1,382) ( 97( ( 111( 13,618
In 2011 the Group recorded an adjustment of USD2,408,000 to the deferred tax liability, which has
been recognized in goodwill instead of the result for the year, since it related to Peruvian tax laws
which existed at the date of Group reorganization and affected fixed assets acquired as part of that
transaction (see Note 1(b)).
Deferred income tax assets are recognized for tax losses carried-forward to the extent that the
realization of the related tax benefit through future taxable profits is probable. The Group did not
recognize deferred income tax assets of USD0.7 million related to the tax losses carried-forward of
Marinasol S.A.
The deferred income tax from tax losses carried-forward can be applied to taxable income to be
generated in the following years:
2011 2010
USD000 USD000
- 52
- 54 - - - 55- 53
-
-
Camposol
Camposol HoldingHolding
PLC andPLC and Subsidiaries
Subsidiaries
31 December
31 December 2011 2011
19 19 LONG-TERM
LONG-TERM DEBT DEBT
Creditor
Creditor and type ofand type of debt
debt GuaranteeGuarantee Annual
Annual interest interest
rate and mrate and m aturity
aturity 2011 2011 2010 2010
USD000 USD000 USD 000 USD 000
- 56 -
Banco Interbank Interbank
Bancofor purchase forofpurchase
valves of valves Property Property
subject subject to
to financial financial
lease lease 8.25 % per 8.25
year %
with year
per12 with 12 installments
installments every threeevery
monthsthree months
until 2010 until 2010 -)) -)) 3) 3)
BBVA Banco BBVA Banco Continental
Continental for purchase forofpurchase
pipes of pipes Property Property
subject subject to
to financial financial
lease lease 7.30 % per 7.30
year %with year
per12 with 12 installments
installments every threeevery
months three months
until 2011 until 2011 -)) -)) 698) 698)
BIF for purchase
BIF forofpurchase
a Power of generator generator Cummins
a Power Cummins Property Property
subject subject to
to financial financial
lease lease 9.00 % per 9.00
year %
with year
per48 with 48
monthly monthly installments
installments until 2011 until 2011 -)) -)) 7) 7)
Banco Interbank for purchase
Banco Interbank for purchase of a truck Daihatsuof a truckandDaihatsu
pick upand pick up Nissan
Nissan Property Property
subject subject to
to financial financial
lease lease 8.97 % per year with 48 monthly installments
8.97 % per year with 48 monthly installments until 2011 until 2011 -)) -)) 6) 6)
Banco Interbank Interbank
Bancofor purchase forofpurchase of Lab equipment
Lab equipment for larvaes for larvaes production
production Property Property
subject subject to
to financial financial
lease lease 9.10 % per 9.10
year %with year
per12 with 12 installments
installments every threeevery
months three months
until 2010 until 2010 -)) -)) 20) 20)
Banco Interbank Interbank
Bancofor purchase forofpurchase of a air
a air vacuum vacuum
cleaner cleaner Maofmadam
Maofmadam Property Property
subject subject to
to financial financial
lease lease 8.42 % per 8.42
year %with year
per12 with 12 installments
installments every threeevery
months three months
until 2011 until 2011 -)) -)) 21) 21)
2,575 )) 2,575 )) 3,257) 3,257)
Ferreyros
Ferreyros to to finance
finance capital capital expenditure
expenditure Domingo
Domingo Rodas S.A.Rodas S.A. fixed assets
fixed assets 3.00 % per 3.00
year %
with year
per26 with 26 installments
installments payable
payable every every six
six months months
until 2018 until 2018 3,470)) ( 3,470)) ( 3,642) 3,642)
64,743 )) 64,743 )) 65,615) 65,615)
Less-
Less- current current portion
portion ( (
9,712)) ( 9,712)) ( 4,429) 4,429)
55,031 ) 55,031 ) 61,186) 61,186)
Overview of Notes to the Consolidated Financial Statements 31 December 2011
- 54 - - 54 -
2 year
1 year
3 years
Fair values -
Accrued interest
Accrued interest
Cash transactions
Cash transactions
Bank borrowings
Other borrowings
More than 3 years
31 December 2011
Non-cash transactions
Non-cash transactions
a) Finance leases -
Finance lease liabilities
Balance as of 1 January 2011
Balances as of 1 January 2010
(
)
Notes to the consolidated financial statements
Other
-
US$000
-
-
-
-
2011
All loans are denominated in United States Dollars.
-
borrowings
- 57- 55
US$000
-
4,519)
3,642)
)
1,049)
3,642)
)
3,642)
)
172)
3,605
1,619
49,807
55,031
(
)
(
(
Bank
Carrying amount
-
-
-
US$000
2010
borrowings
US$000
686
57,650
61,186
2,850
57,649)
408)
1,476)
58,717)
58,717)
1,283)
60,000)
50,086)
50,086)
The maturity of the non - current portion of long - term debt is as follows:
(
(
(
2011
lease
USD000
2011
-
-
-
US$000
Finance
The carrying amounts and fair value of the non-current borrowings are as follows:
liabilities
US$000
13,170
14,539
18,626
8,696
55,031
Fair value
1,389
3,148
49,456
53,993
6,868))
2,296)
5,850)
2,575)
)
1,615)
3,256)
3,256)
392)
2,630)
the movement of long-term borrowings for the years ended 31 December 2011 and 2010:
(
(
)
(
2010
debt
Total
2010
The future minimum lease payments under finance leases together with the present value of net
US$000
USD000
US$000
long-term
599
57,650
17,498
8,760
9,110
60,633
61,186
25,818
2,533
For purposes of reconciliation with the information provided in the statement of cash flows, following is
55,936)
64,743)
408)
1,615)
65,615)
65,615)
62,630)
56,954)
1,049)
3,642)
3,944)
1,675)
Camposol Holding PLC and Subsidiaries
Overview of Notes to the Consolidated Financial Statements 31 December 2011
Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Overview of Notes to the Consolidated Financial Statements 31 December 2011 Overview of Notes to the Consolidated Financial Statements 31 December 2011
Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Notes to the consolidated financial statements Notes to the consolidated financial statements
31 December 2011 31 December 2011
In accordance with the agreement between Camposol S.A. and the syndicate of banks, the Group has The Credit Suisse loan was fully repaid during 2010 with the funds received from a syndicate of banks
to comply with the following covenants at consolidated level: led by Banco Inter .A. (Interbank) (see b) above).
- Debt ratio less than 4.0x for the year 2010 and less than 3.5x from year 2011 onwards. 20 TRADE ACCOUNTS PAYABLE
- Debt service coverage ratio longer than 1.0x for the year 2010 and longer to 1,5x from year 2011 2011 2010
onwards. USD000 USD000
As at 30 June 2011 the Group failed to meet its financial obligation on debt ratio. The breach was Payables to suppliers are mainly in US dollars, are due within 12 months and are not interest-bearing.
promptly communicated to Interbank, together with the application for a temporary waiver on the
compliance of this ratio. At the time improve at Bills of exchange represent payables to suppliers mainly in U.S. dollars (USD8,781,000 as of 31
December 2011, allowing the Group to comply with this covenant in the future. In August 2011, December 2011 and USD5,836,000 as of 31 December 2010) which are due within 12 months and are
Interbank approved the waiver requesting a penalty (waiver fee) of USD150 thousand. bear interest at an average annual rate of 12%.
The waiver given by Interbank on the breach of a covenant (debt/EBITDA ratio) at 30 June 2011 The average payment terms of trade payables are between 30 to 60 days.
states that Interbank is permanently giving up its right to claim the Group in the future on the basis of
this covenant beach.
As at 31 December 2011 and 31 December 2010, Camposol S.A. has complied with all its covenants
and with the terms of all other obligations contained in the Credit Agreement with the syndicate of
banks.
- 58- 56
- - - 57
- 59 -
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Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Overview of Notes to the Consolidated Financial Statements 31 December 2011 Overview of Notes to the Consolidated Financial Statements 31 December 2011
Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Notes to the consolidated financial statements Notes to the consolidated financial statements
31 December 2011 31 December 2011
21 OTHER ACCOUNTS PAYABLE Loans represent promissory notes with maturities up to 180 days, obtained for working capital. These
loans bear fixed annual interest rates that are between 3.55 per cent and 10.53 per cent (between 2.75
2011 2010 per cent and 6.80 per cent in 2010).
USD000 USD000
23 BUSINESS COMBINATION
Vacations and other payables to employees 4,942 3,853
Provisions (Note 29 and 35) 3,091 4,057 a) Muelles y Servicios Paita S.R.L. -
Taxes payable 692 663
Board remuneration 40 24 On 21 May 2011, Muelles y Servicios Paita S.R.L. (subsidiary of the Company) acquired 100% of the
Pension found 574 409 (At 31
Interest 382 145 December 2011 was paid USD301 thousand), the net assets value of the acquired entity at the
Business management services 391 - purchase date amounted to USD1,838,000, giving rise to the recognition of a gain in the consolidated
Others 1,066 506 statement of comprehensive income of USD488.
11,178 9,657
The acquired entity was engaged in packing of agricultural products. The purchase of this entity was
Other accounts payable are due within 12 months and are not interest-bearing and are mainly made aiming to facilitate the packaging process of agricultural products of the Group. From its
denominated in new Peruvian soles. acquisition date until 31 December 2011, the acquired entity generated a profit of USD1,038,000. The
profit for the year 2011 amounted to USD1,055,000. The acquired entity sold assets
2011 2010 in December 2011
USD000 USD000
The gain in the acquisition is detailed bellow:
Movement of provisions:
Opening balance 4,057) 2,707 USD000
Additions (Note 29 and 35) - 1,350
Deductions ( 966) - Purchase consideration (Cash) 1,350)
Balance at the end of the year 3,091) 4,057 Fair value of net assets acquired ( 1,838)
Gain in acquisition (Note 29) ( 488)
22 BANK LOANS
The fair value of the net assets of the acquired entity is detailed bellow:
2011 2010
USD000 USD000 USD000
Loans - Fair Value:
Banco Interbank 14,900 13,200) Cash and cash equivalents 42)
Banco Scotiabank 5,210 3,500) Property, plant and equipment 1,717)
Banco Santander 3,100 - ) Trade and other receivables 101)
Latin America Export Found 2,137 ) Expenses prepaid 17)
Banco de Comercio 450 - ) Trade and other payables ( 117)
25,797 16,700) Borrowings ( 1)
Deferred income tax ( 79)
For purposes of reconciliation with the information provided in the statement of cash flows, following is Net assets acquired ( 1,838)
the movement of bank loans for the years ended 31 December:
The cash movement in the acquisition of this entity, net of cash acquired amounts to USD259,000
2011 2010 (Note 23).
USD000 USD000
The gain on acquisition is supported by valuations performed by independent appraisers. The sale and
Initial balance 16,700 9,285) purchase agreement does not contemplate any contingent consideration that may affect the
Bank loans proceeds 94,394 54,539) consideration paid for the acquisition.
Bank loans payments ( 85,297) ( 47,124)
Final balance 25,797 16,700) The gain on acquisition is explained by the fact that the former owner needed to exit the specific
business of the acquired entity in order to pursue other businesses that is currently developing.
The amounts of the net identifiable assets and liabilities recognized in the consolidated financial
statements are final values as established by IFRS 3.
- 58
- 60 - - - 59
- 61 -
-
Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Overview of Notes to the Consolidated Financial Statements 31 December 2011 Overview of Notes to the Consolidated Financial Statements 31 December 2011
Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Notes to the consolidated financial statements Notes to the consolidated financial statements
31 December 2011 31 December 2011
b) Camarones S.A.C. and Domingo Rodas S.A. - For the years ended 31 December, comprise the following (Note 5):
On 3 May 2010 Marinazul S.A. granted 914,221 shares for the acquisition of Camarones S.A.C. The 2011 2010
shares granted represent 5.45% interest of its total share capital. From the its acquisition and until 31 USD000 USD000
December 2010, the acquired entity generated a profit of USD114,000. The profit for
the year 2011 is USD 176,000 (USD223,000 in 2010). Asparagus 57,870) 54,774)
Avocado 39,873) 20,649)
Domingo Rodas S.A. from its acquisition and until 31 December 2010 generated a loss of Pepper 20,420) 17,497)
USD286,000. The acquir profit for the year 2011 amounted to USD661,000 (USD369,000 in Mango 16,021) 13,414)
2010). Shrimp 13,300) 6,654)
Grapes 14,755) 3,227)
Goodwill (gain) in acquisition is detailed bellow: Artichoke 1,973) 62)
Other 3,598) 3,029)
Domingo Camarones Total 167,810) 119,306)
Rodas S.A. S.A.
USD000 USD000 Included within asparagus, avocado and mango revenue is the net change in the fair value, which
amounted to USD381,000 for 2010.
Purchase consideration 164) 321)
Fair value of liabilities / (assets) acquired 883) ( 399) 25 COST OF SALES
Goodwill (gain) in acquisition (Note 29) 1,047) ( 78)
2011 2010
)
USD000 USD000
Goodwill of Domingo Rodas S.A.is attributable to the larger market share expected to be obtained by
the Company in the shrimp line of business of.
Cost of inventories recognized as expenses ( 71,872) 52,379)
Fair Value Personnel expenses (Note 28) ( 38,263) 30,920)
Domingo Camarones Depreciation (Note 6) 5,856) 5,669)
Rodas S.A. S.A. Custom duties refund ( 6,448) ( 6,182)
USD000 USD000 ( 109,543) 82,786)
Cash and cash equivalents 273) 4) In Peru, Camposol S.A and Marinazul S.A. are beneficiaries of a simplified procedure for customs
Property, plant and equipment 3,917) 1,052) duties refunding (Drawback), at a rate of 5.0% of FOB value of exports (6.5% (effective July 2010) and
Trade and other receivables 560) 117) 8% (until June 2010) of FOB value).
Inventories 453) 285)
Trade and other payables ( 1,849) ( 520)
Borrowings ( 4,140) ( 539) The cost of inventories recognized as expenses include amortization of software by USD12,000
Deferred income tax ( 97) - ) (USD32,000 for 2010) (Note 8).
Net (liabilities) / assets acquired ( 883) 399)
26 SELLING EXPENSES
The cash movement in the acquisition of these entities, net of cash acquired amounts to USD113,000
(Note 23). Selling expenses for the years ended December 31 comprise the following:
The gain on acquisition is supported by valuations performed by independent appraisers. The sale and 2011 2010
purchase agreement does not contemplate any contingent consideration that may affect the USD000 USD000
consideration paid for the acquisition. The purchase of these entities was made aiming to increase the
production of shrimp. Freight 11,574) 7,173)
Custom duties 4,403) 3,154)
The gain on acquisition is explained by the fact that the former owner needed to exit the specific Personnel expenses (Note 28) 987) 1,050)
business of the acquired entity in order to pursue other businesses that is currently developing. Selling commissions 637) 509)
Amortization of customer relationships (Note 8) 447) 465)
The amounts of the net identifiable assets and liabilities recognized in the consolidated financial Consulting services 670) 404)
statements are final values as established by IFRS 3. Travel and business expenses 558) 252)
Insurances 523) 234)
24 REVENUE Depreciation (Note 6) 6) 16)
Other expenses 776) 942)
Revenue represents the sale of fresh, preserved and frozen biological products. 20,581) 14,199)
Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Notes to the consolidated financial statements Notes to the consolidated financial statements
31 December 2011 31 December 2011
Administrative expenses for the years ended December 31 are comprised of the following: 2011 2010
USD000 USD000
2011 2010
USD000 USD000 Other income -
Gain on acquisitions (Note 23) ( 488) ( 78)
Personnel expenses (Note 28) 9,744) 5,883) Recovery of accounts receivable (Note 14) 212) 56)
Professional fees 3,114) 2,861) Gain on sale of property, plant and equipment (Note 31) ( - ) 800)
Depreciation (Note 6) 824) 642) Other ( 168) ( 433)
Travel and business expenses 792) 525) ( 868) ( 1,367)
Transport and telecommunications 673) 331) Other expenses -
Directors remuneration (Note 28) 360) 330)
Obsolescence of inventories (Notes 12) ( 1,237) ( 854)
Renting of machinery and equipment 722) 293)
Donations and samples ( 312) ( 230)
Amortization of computer software (Note 8) 397) 278)
95) 70) Loss on sale of property, plant and equipment (Note 31) ( 404) -
- audit services 183) 186) Provisions (Notes 21 and 35) - ( 1,350)
Share-based payments (Note 28) 155) 106) Impairment of accounts receivable (Notes 13 and 14) ( 220) ( 426)
Materials and supplies 694) 334) Other ( 129) ( 209)
Maintenance 467) 343) ( 2,302) ( 3,069)
Insurances 123) 169)
Other expenses 707) 969) 30 FINANCIAL INCOME AND COSTS
19,050) 13,320)
2011 2010
USD000 USD000
due diligence engagements, tax consulting, financial advice and others. Income -
Interest 15) 45)
28 PERSONNEL EXPENSES Other finance income 12) - )
27) 45)
2011 2010 Costs -
USD000 USD000 Interest on bank loans ( 6,810) ( 9,564)
Debt termination fee (Note 19) - ( 3,682)
Salaries and wages 42,878) ( 33,546 Interest on finance leases ( 1,356) ( 852)
Vacations 2,117) ( 1,747 Tax on financial transactions ( 266) ( 544)
Other employees benefits 3,505) ( 1,728 Interest on accounts payable to suppliers ( 69) ( 213)
Share-based payments (Note 27) 155) ( 106 Other finance costs ( 1) ( 16)
Other expenses 699) ( 1,056 ( 8,502) ( 14,871)
49,354) ( 38,183
31 CASH GENERATED FROM OPERATIONS
Personnel expenses are allocated as follows:
2011 2010 Note 2011 2010
USD000 USD000 USD000 USD000
Cost of sales (Note 25) 38,263) 30,920) Reconciliation of profit for the year to net cash from
Selling expenses (Note 26) ( 987) 1,050) (used in) operating activities:
Administrative expenses (Note 27) 9,744) 5,883) Profit before income tax 41,634) 7,150)
Directors remuneration - Administrative expenses (Note 27) 360) 330) Depreciation 6 6,686) 6,327)
( 49,354) 38,183) Amortization 8 856) 779)
Transference to biological assets 9 4,461) 4,227)
Impairment of trade accounts receivable 13 and14 220) 426)
Obsolescence of inventories 12 1,237) 854)
Interest expenses 30 8,502) 14,871)
Recovery of doubtful accounts 13 and14 ( 225) ( 56)
Carried forward: 63,371) 33,799)
- 64- 62
- - - 63
- 65 -
-
Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Overview of Notes to the Consolidated Financial Statements 31 December 2011 Overview of Notes to the Consolidated Financial Statements 31 December 2011
Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Notes to the consolidated financial statements Notes to the consolidated financial statements
31 December 2011 31 December 2011
As established under Law No.27360 dated 30 October 2000, that amends the Income Tax Law of Years open to tax review
individuals and legal persons engaged in the growing of crops and /or cattle as well as in industrial Company Income Tax Value Added Tax
agriculture, the applicable income tax rate is 15%. This income tax regulations is applicable until
31 December 31 2021. Camposol Holding PLC 2007-2011 2007-2011
Camposol S.A. 2007-2011 December 2007 - December 2011
The standard rate of Cyprus income tax for 2011 and 2010 is 10% and for the Peruvian Preco Precio Economico S.A.C. 2007-2011 December 2007 - December 2011
subsidiaries it ranges between 30% and 10%. Sociedad Agricola Las Dunas S.R.L. 2007-2011 December 2007 - December 2011
Prodex S.A.C. 2007-2011 October 2007 - December 2011
2011 2010 Belfast S.A. 2007-2011 October 2007 - December 2011
USD000 USD000 Vegetales del Norte S.A.C. 2007-2011 October 2007 - December 2011
Muelles y Servicios Paita S.A.C. 2007-2011 August 2007 - December 2011
2007-2011 January 2011 December 2011
Current income tax 197 - Marinasol S.A. 2007-2011 December 2007 - December 2011
Deferred income tax (Note 17) 7,817 ( 1,382) Marinazul S.A. 2007-2011 August 2007 - December 2011
Income tax expense / (credit) 8,014 ( 1,382) Grainlens Ltd. 2007-2011 2007 - 2011
Blacklocust Ltd. 2007-2011 2007 - 2011
b) For the years 2011 and 2010 the income tax credited to income differs from the theoretical amount Siboure Holding Ltd. 2007-2011 2007 - 2011
tax Madoca Corp. 2008-2011 2008 - 2011
as follows: Camposol Europa S.L. 2008-2011 2008 - 2011
Campoinca S.A. 2007-2011 2007 - 2011
Camposol Fresh B.V. 2009-2011 2009 - 2011
Domingo Rodas S.A. 2007-2011 2007 - 2011
Camarones S.A.C. 2007-2011 2007 - 2011
- 66- 64
- - - 65
- 67 -
-
Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Overview of Notes to the Consolidated Financial Statements 31 December 2011 Overview of Notes to the Consolidated Financial Statements 31 December 2011
Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Notes to the consolidated financial statements Notes to the consolidated financial statements
31 December 2011 31 December 2011
In January 2010, the Board decided to discontinue operations of Marinasol S.A. which was devoted to Weighted average number of ordinary
fishing and harvesting of fish for human consumption. On 30 September 2010, the Company sold its outstanding shares (thousands) 29,834 29,834)
production plant in the city of Chimbote for USD 1,317 thousands. The loss from operations of this
company is shown under discontinued operations in the statement of comprehensive income of From continuing operations (expressed in U.S. dollars per share) 1.127) 0.286)
USD 275 thousands (USD1,750 thousands in 2010). From discontinued operations (expressed in U.S. dollars per share) ( 0.009) ( 0.059)
Basic earnings per share (USD) 1.118) 0.227)
A summary of the results of Marinasol S.A. is shown below:
The Company was incorporated on July 9, 2007. One class of 2,570,000 initial shares does not have
2011 2010 the voting rights or to participate in dividend distributions and are not taken into account for the
USD000 USD000 purposes of determining earnings per share.
Profit and loss
Revenue 1) 1,115) The share capital was increased through the exchange of shares with Camposol AS shareholders in
Cost of sales ( 1) (1,472) March 2008 of 27,925,070 shares and a private placement with Fondo de Inversion Agroindustrial
Gross loss - ( 357) (FIDAF) of 1,908,750 shares.
- 68- 66
- - - 67
- 69 -
-
Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Overview of Notes to the Consolidated Financial Statements 31 December 2011 Overview of Notes to the Consolidated Financial Statements 31 December 2011
Camposol Holding PLC and Subsidiaries Camposol Holding PLC and Subsidiaries
Notes to the consolidated financial statements Notes to the consolidated financial statements
31 December 2011 31 December 2011
2011 2010 and share-based payments (granted to Directors and management), the details of which are provided
USD000 USD000 in Note 16 and their balances are shown in the consolidated statement of equity.
ii) Entities related to Directors
c) Compensation of key management personnel of the Group
-
Purchase of services 10 7 2011 2010
USD000 USD000
Gestion del Pacifico S.A.C -
Sales of services 1 - Salaries of key management 2,123 1,615
Purchase of services and others 666 475 Remuneration of Directors (all of which are non - executives) 360 330
Purchase of fixed assets 47 -
37 COMMITMENTS AND GUARANTEES
-
Sales of services 293 - a) Commitments and guarantees in respect of the syndicate loan are set out in Note 19.
Purchase of raw material (fish) - 5
Purchase of services 19 14 b) On October, 2008, Camposol S.A. signed an agreement with Peru Land & Farming LLC (PL&F) by
means of which the Company gives first option to purchase avocado production from a designated
b) Amounts due from/to related parties - area of 800 Ha to be sold in the United States of America. When the US market opens for
Peruvian avocado, PL&F will have the right to purchase 100% of the production from that area.
2011 2010 The option will gradually decrease over ten years, after which it will maintain a lifetime option for
USD000 USD000 30% of the production in the designated area. The transactions will be settled at market price. At
Other accounts receivable (Note 13) the reporting date, no changes in the agreement with PL&F have occurred.
These balances have no schedule date for collection or payment and do not bear interest; however the
effect on results, if interest would be charged, is not significant.
Other transactions with related parties correspond to warrants (granted to Dyer Coriat Holding S.L.)
- 68
- 70 - - - 69
- 71 -
-