Seeka Limited/Announcement
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Seeka announces its 31 December 2016 result

Full Year Results27 February 2017SEKConsumer Staples

2016
ANNUAL REPORT

Seeka
Seeka is a Te Puke-headquartered, NZX-listed produce company. Our operations span New Zealand, and

Australia through our wholly-owned subsidiary Seeka Australia Pty Limited. Kiwifruit is our foundation fruit.

Our New Zealand operations include growing, picking, processing and dispatching kiwifruit, avocados and

kiwiberry to key world markets. Seeka is the largest kiwifruit grower in New Zealand. Our operations take local

produce and create premium New Zealand exports, either directly or in conjunction with Zespri; the principal

exporter of New Zealand-grown kiwifruit.

Seeka is also a major importer of bananas and other tropical fruits to New Zealand and provides retail services

through its Glassfi elds operations.

In Australia, Seeka is the country’s largest kiwifruit grower and packer and markets Australian and imported

Seeka New Zealand kiwifruit. Seeka is also Australia’s largest nashi grower and supplier and a large grower of

European pears, along with smaller volumes of cherries, plums and apricots. Seeka directly markets all of its

Australian fruit with Seeka brands sold in stores across Australia 12 months of the year.

Seeka is extending further into food processing. In 2016 the company purchased the Kiwi Crush range of

products to complement its small avocado oil processing operation, delivering incremental returns to growers

and stakeholders from non-class-1 fruit. Kiwi Crush products are highly regarded in the health and hospital

sectors, aiding people recovering through treatment processes or relieving symptoms. Seeka will open a food

processing centre in 2017.

The company is following a deliberate growth strategy. In 2016, Seeka revitalised its brand to refl ect

the company it aspires to be. Our goal is to profi tably grow the company and deliver wealth to our key

stakeholders. We aspire to be inspirational leaders, independently ingenious and obsessed by quality. To be

always safe and growing futures for all stakeholders founded on relationships, now and into the future. Our

core brand attribute is Select Excellence; we want everyone who associates with the company to experience

that when they select Seeka, they Select Excellence.

AustraliaNew Zealand

Grow, handle, market

and export

Kiwifruit

Nashi

Pears, Plums, Apricots, Cherries

Kiwifruit

Avocado

Kiwiberry

Manufacture and retail

Kiwifruit pollenKiwi Crush, Kiwi Crushies

Avocado oil, Kiwifruit pollen

Import, ripen and supply

Bananas

Pineapple, Papaya

Wholesale

Seasonal produce

Key assets

250 hectares of producing orchards

250 hectares of undeveloped land

Packhouse and coolstore complex

7 packhouse and coolstore complexes

3 retail service and manufacturing centres

97 hectares of orchards on leased land

459 hectares of leased orchards

Seeka 360 complex and grower centre

1
Report of the

Chairman and Chief Executive

Contents

Introduction

2016 was an exciting year for Seeka, one with considerable change including shortening our name to Seeka Limited as a

result of a rebranding programme that presents us in a more modern and fresh way. This annual report incorporates the

branding for the fi rst time.

In addition to Seeka producing a record profi t and delivering operational improvements, outstanding fruit handling results

were achieved for our growers and customers.

The company successfully handled record kiwifruit volumes in New Zealand, delivered leading avocado returns from

its targeted export programmes, initiated its Australian business operations and continued to develop its retail services

business centred on its tropical fruits category in New Zealand.

Our strategy of focussing on excellence in everything we do has delivered outstanding results for our stakeholders. Our

achievements are outlined in the following fi nancial and operational highlights.

Seeka 2016 Annual Report

1 Report of the Chairman and Chief Executive

12 Statement of Financial Performance

13 Statement of Comprehensive Income

14 Statement of Financial Position

15 Statement of Changes in Equity

16 Statement of Cash Flows

17 Notes to the Financial Statements

56 Auditors’ Report

60 Directors

62 Disclosures

68 Corporate Governance Statement

70 Shareholder Analysis

2
Financial metrics

The key fi nancial metrics for the year include:

• $191.32m total revenue — up 35% on the previous corresponding period (pcp)

• $24.76m EBITDA — up 78% on pcp

• Excluding the eff ect of insurance settlement ($ 3.63m), EBITDA totalled $21.14m — up 52% on pcp.

• $16.96m EBIT — up 135% on pcp

• $10.39m net profi t after tax — up 143% on pcp

• $0.65 basic earnings per share — compared with $0.29 pcp — up 124%

• $197.31m total assets — up 20%

• $4.88 net asset backing per share — compared with $4.34 at 31 December 2015

• $68.73m long term borrowings — up 31%

• $1.25 increase in share price for the year

Seeka’s audited profi t after tax for the year ended 31 December 2016 totals $10.39m which is within the forecast range of

$9.5m to $10.6m. The resulting basic earnings per share of $0.65 is also within the forecast range of $0.59 to $0.66.

$190m

$191.32m

Total revenue

$115.67m

$142.11m

$108.29m

$97.37m

2012 2013 2014 2015 2016

$25m

$15.46m

$9.45m

$11.29m

$13.93m

$24.76m

EBITDA

2012 2013 2014 2015 2016

$10m

$5.88m

$2.30m

$3.17m

$4.27m

$10.39m

Net profi t after tax

2012 2013 2014 2015 2016

$21.13m

1

1. Excludes eff ect of insurance settlement.

$7.78m

1

Seeka 2016 Annual Report

3
Key indicators

12 months to 31 December 2012 2013 2014 2015 2016

($000s) Restated

Revenue $ 108,290 $ 97,371 $ 115,672 $142,112 $ 191,317

EBITDA by operating segment

Post harvest $ 15,855 $ 12,558 $ 10,770 $ 13,292 $ 26,784

Orchard $ 7,201 $ 2,832 $ 4,179 $ 3,977 $ 5,638

Retail services

1

- $ 703 $ 1,773 $ 1,730 $ 1,941

Australia

2

- - - $(1,382) $ 1,029

All other operations $(8,025) $(5,868) $(5,434) $(3,692) $(10,628)

Operating earnings

EBITDAF

Earnings before interest, tax, depreciation, amortisation,

fair value adjustments, impairments and asset revaluations $ 16,563 $ 9,942 $ 11,529 $ 13,955 $ 24,798

Fair value movement in biological assets — vines ( 292) - - - -

Movement in onerous lease provision ( 807) 494 241 30 34

EBITDA

— before impairments and revaluations $ 15,464 $ 9,448 $ 11,288 $ 13,925 $ 24,764

Depreciation and amortisation expense ( 5,584) ( 5,418) ( 5,250) ( 5,749) ( 7,187)

Amortisation of intangibles ( 92) ( 73) ( 272) ( 456) ( 470)

Impairment charges

Short-term lease costs ( 62) 22 - - -

Plant and equipment ( 383) - - - ( 118)

Investments in associates ( 89) ( 615) ( 120) - ( 38)

Investments in shares - - - - ( 340)

Lease interest in land ( 418) - ( 325) - -

Insurance costs - - - ( 1,740) -

Revaluation

Land and buildings ( 6) 776 245 1,228 347

Interest ( 1,878) ( 1,139) ( 1,303) ( 1,962) ( 3,346)

Fair value of non—hedge derivatives 422 - - - -

Net profit before tax $ 7,374 $ 3,001 $ 4,263 $ 5,246 $ 13,612

Tax ( 1,494) ( 706) ( 1,095) ( 974) ( 3,227)

Net profit attributable to shareholders $ 5,880 $ 2,295 $3,168 $ 4,272 $ 10,385

Net assets per share $ 3.89 $ 4.02 $ 4.07 $ 4.34 $ 4.88

EBITDAF and EBITDA are considered by the board to be key measures of performance and a reflection of cash flow generation.

1. Separate reporting of retail services commenced 2013. Retail services were previously reported in all other segments.

2. Australia operations commenced August 2015 with the acquisition of an established Australian business.

Seeka 2016 Annual Report

4
Operational highlights

The key operational highlights include:

• Handling a record 32.44m trays of New Zealand kiwifruit — up 17% on pcp

• Excellent New Zealand kiwifruit performance; 2.68% fruit loss for Hayward conventional, (pcp 7.66%), 1.11% for

Hayward organic ( pcp 3.58%) and 0.35% for SunGold (pcp 1.85%)

• Excellent avocado returns of $26.86 per tray (pcp $16.64) — again delivering industry-leading returns to growers

• First harvest of produce grown by Seeka Australia

• Construction of additional coolstores and new kiwifruit packing machine in Australia

• Establishment of Australian nursery operations and the trialling of approximately 10 hectares of new varieties in

Australia

• Integration of Seeka Australia team and systems

• Settlement of the Oakside mitigation losses at $3.63m

• Reinstatement of the Oakside facility following the March 2015 fi re

• Purchase of the Kiwi Crush range of products

• Successful rebrand of Seeka

• Major infrastructure and capacity build with coolstore and precooler expansion at two of our main sites at Main

Road Katikati and KKP in Maketu

• 9,500 new Seeka Surestore plastic bins added to the business

• Purchase of Seeka 360 property at Young Road, Paengaroa, and initial site refurbishment for Seeka’s new headquarters

Dividend

The directors have declared a fully imputed dividend of $0.10 per share. The dividend will be paid 24 March to those

shareholders on the register at 5pm on 17 March, 2017. The dividend reinvestment plan will apply. This dividend

declaration brings fully imputed dividends distributed to shareholders relating to the 2016 fi nancial year to $0.20 per

share, compared to $0.19 per share relating to the 2015 fi nancial year.

Shares issued

Seeka issued 1,132,922 shares during the year:

• 68,698 for the dividend reinvestment plan

• 398,100 to the Seeka employee scheme — approximately 4% of company shares are held for employees under this

scheme with the fi rst vesting occurring in October 2017

• 666,124 for the fi nal year of the successful grower share scheme

By helping nearly all growers become shareholders, the grower share scheme secured loyalty during the period of

uncertainty created by Psa, with participating growers benefi ting from Seeka's strong performance from secure crop

volumes. In return for committing to supply Seeka over the scheme's three-year period, growers were issued 2,010,226

shares (11.5% of Seeka's total shares) at a total issue value of $7.26m. By the end of 2016, these shares had a market value

of $9.45m. Combined with $0.57m of dividend payments, this represents a total capital and dividend gain of $2.76m — a

38% return to growers on the issue value.

Seeka 2016 Annual Report

5
Commentary

Seeka remains in a strong period of growth. Fuelled by increasing New Zealand kiwifruit volumes the company has

invested in growing its New Zealand capacity and improving existing infrastructure. Kiwifruit volumes increased by 17% to

32.44m trays. At the same time Seeka integrated its Australian business and set a platform for growth in that market. As a

result, the company has year-round branded produce in the Australian market. Turnover increased to $229.40m (up 24%)

and revenue to $191.32 (up 35%).

Profi tability continues to improve refl ecting economies of scale. EBITDA increased by 78% to a record $24.76m.

Basic earnings per share is up to $0.65 compared to $0.29 in the pcp.

Seeka invested $43.06m in its New Zealand kiwifruit business and in orcharding, packing and fruit storage in Australia.

Investments included:

• $16.94m developing New Zealand kiwifruit coolstore and packing infrastructure

• $3.98m acquiring the strategic property of Seeka 360

• $2.01m acquiring the Pukenga orchard — a strategic land bank for future post-harvest development

• $2.36m in the ongoing rollout of plastic bins

• $4.74m upgrading New Zealand kiwifruit packing equipment ahead of 2017

• $9.78m upgrading other New Zealand plant, property and equipment

• $3.25m developing Australian orchards and post harvest facilities

To fi nance these investments Seeka increased net debt (all interest-bearing debt less cash deposits) by $19.80m to

$72.76m while total assets grew to $197.31m.

Seeka continues to:

• Focus on building and delivering shareholder wealth and increasing dividends. During the year the company

successfully integrated Seeka Australia, including implementing our business systems into our Australian

operations. At the same time the company focused on its core kiwifruit business by delivering packing and

coolstorage capacity to process a record 32.44m trays in New Zealand and 0.66m trays in Australia, along with

1,523 tonnes of nashi pears and 1,790 tonnes of European pears; the other major crops Seeka grows in Australia.

• Evaluate options to handle increasing kiwifruit volumes and minimise costly investments, and strive for

improvements that deliver leading results. The company continues to look for opportunities to innovate, expand or

diversify to secure long-term growth and sustainable profi tability.

• Focus and take advice on its fi nancial position and balance sheet to pursue growth opportunities.

Implementing Seeka’s strategy may result in the company undertaking value-accretive acquisitions or further expanding

geographical boundaries. Our vision remains to be “New Zealand’s Premier Produce Business”.

Outlook

Seeka advised stakeholders late 2016 that New Zealand Hayward kiwifruit volumes are forecast to be 20% to 25% down on

the previous year’s record levels. This is in line with industry-wide estimates. Partially off setting this reduction are expected

increases in SunGold volumes and anticipated improved earnings from Seeka Australia and our retail services business. Our

early guidance is that operational earnings in 2017 may be up to 15% lower than the record levels achieved in 2016.

Seeka 2016 Annual Report

6
Review of operations

Profi ts are up. Profi t after tax of $10.39m is $6.12m ahead of the pcp (+143%), refl ecting record New Zealand kiwifruit

volumes, successful avocado selling seasons, and the fi rst year of operations in Australia. In addition, Seeka settled the

outstanding insurance claim for mitigation costs arising from excess grower fruit loss as a consequence of the 2015

Oakside fi re. Taking some 18 months, the settlement resulted in a receipt of $3.63m, the associated costs of $4.04m being

recorded in the prior period.

While higher New Zealand kiwifruit volumes have led to better earnings, they have required signifi cant investment and

Seeka increasing long-term borrowing.

Australian operations generated a positive EBITDA. In 2016 Seeka harvested 656,000 tray equivalents of Australian

kiwifruit, 1,523 tonnes of nashi pears and 1,790 tonnes of European pears; the three major Australian crops grown by

Seeka. While earnings were lower than expected, they refl ect a challenging fi rst growing season with Seeka learning to

operate in the Australian business and orcharding environment. Australian operations produced an EBITDA of $1.03m.

Seeka Australia is 100% debt fi nanced.

During the year the company commenced direct marketing and selling capability in Australia for both Seeka’s Australian

and New Zealand produce.

Seeka’s integrated avocado service and strong export and local marketing programmes delivered a record $26.86 per

export tray to growers for the 2015 to 2016 season with a forecast return of $24.42 per tray for the 2016 to 2017 season;

the third year in a row Seeka has topped industry returns.

33m

Class 1 & 2 kiwifruit trays packedTotal revenue

Post harvest performance

EBITDA

$110m$27m

21.39m

27.76m

$68.47m

$88.27m

21.78m

19.60m

$69.12m

$59.65m

$15.85m

$12.56m

$10.77m

$13.29m

32.44m

$110.82m

2012 2013 2014 2015 2016 2012 2013 2014 2015 2016 2012 2013 2014 2015 2016

$26.78m

$23.16m

1

1. Excludes eff ect of insurance settlement.

Seeka 2016 Annual Report

7
Kiwiberry volumes increased to 62,407, up from 38,675 trays in the pcp. Volumes are expected to increase to 140,000

trays in 2017. Good returns were delivered to growers. This is despite issues with the industry’s China phytosanitary

protocol and the sudden closure of this key market. The industry is working to reopen the Chinese market.

New Zealand kiwifruit volumes were up. Hayward class 1 volumes handled by post-harvest increased by 1.36m trays

as yields reached a record average of 12,800 class 1 trays per hectare (the equivalent of 46 tonnes of fruit across all

supplying hectares). Market share remained steady at 24.8%. Zespri SunGold volumes increased by 3.54m trays with

market share increasing from 14% to 16%. Further growth in Zespri SunGold is anticipated as orchards continue to recover

from Psa-V and new areas are grafted as more licenses are released by Zespri. Total New Zealand kiwifruit volumes

handled by Seeka increased to 32.44m trays — up from 27.76m in the pcp (class 1 and 2).

Seeka delivered growers a timely harvest and facilities were fully utilised. Disciplined and professional planning ensured

that Seeka had the capacity to handle all growers’ fruit.

Seeka continues to focus on infrastructure expansion and capacity planning to ensure we have adequate capacity for

forecast volumes. While the company is pursuing innovative collaborative marketing programs that would use existing

vacant infrastructure off shore, there is little alternative to further investment in New Zealand considering the kiwifruit

industry’s inertia to implementing off shore handling and storage, and its minimal approach to collaborative marketing. All

growers and stakeholders will benefi t from the long-overdue overhaul of this component of our industry.

Class 1 kiwifruit trays grownTotal revenue

Orchard division performance

EBITDA

$48m

$38.05m

$42.28m

$8m11m

GOLD

GREEN

0.38m

1.24m

6.82m7. 97 m

$35.47m

$33.49m

1.17m

0.18m

6.20m6.84m

7. 0 2 m

$47.90m

$4.18m

$3.98m

$7.20m

$2.83m

$5.64m

2.31m

8.85m

11.16m

7. 3 7 m

2012 2013 2014 2015 2016 2012 2013 2014 2015 2016 2012 2013 2014 2015 2016

7.20m

9.21m

Seeka 2016 Annual Report

8
Continuing post-harvest investment for New Zealand kiwifruit

New Zealand post-harvest earnings have increased on bigger kiwifruit volumes. Assets assigned to our post-harvest

operations increased from $83.44m to $111.72m during the year with coolstore and pre-cooling investments primarily

at KKP in Maketu and Main Road Katikati. The anticipated volume increase will see further capacity increases at these

sites along with additional coolstores at Transcool in Maketu. Packing machine investments also occur in 2017 with a new

leading-edge Compac Spectrim being installed at Main Road with the current machine being relocated to an upgraded

Peninsula packhouse in Whenuakite to handle bigger volumes from the Coromandel.

The post-harvest division delivered EBITDA of $26.78m — up 102% on pcp. Post harvest earnings are expected to decline

in 2017 on lower Hayward volumes.

While annual volumes may fl uctuate, as anticipated in 2017, Seeka has undertaken detailed planning in anticipation of

growing kiwifruit volumes through to 2020. Resource consents and longer lead times require Seeka to commit even earlier

to infrastructure investment. Our fi rst priority is to focus on fully utilising existing sites and infrastructure.

The company has strategically secured the Pukenga Orchard (adjoining Seeka 360) on the edge of the proposed Rangiuru

business park for future expansion.

Seeka Australia — Platform for growth

Seeka undertook its fi rst harvest and selling season in 2016. Volumes were lower than expected refl ecting hail and

a challenging fi rst growing season. EBITDA totalled $1.03m compared to the pcp EBITDA loss of $1.38m (refl ecting

acquisition costs).

Seeka grows kiwifruit, nashi, European pears (multiple varieties), apricots, plums and cherries in Australia, with operations

being progressively rationalised to the core products of pears, nashi and kiwifruit.

Seeka has extensively upgraded its post-harvest assets in Australia with extra coolstore capacity and a new kiwifruit

packing machine which is expected to deliver effi ciencies in 2017.

Underlying business systems, including key safety systems have been upgraded.

Seeka plans to expand the orcharding area and has secured additional land to develop alongside its existing bare land

holdings. Additional water rights have been secured to ensure suffi cient water resources in 2017 and beyond.

In addition Seeka is trialling new fruit varieties for its Australian business.

Seeka 2016 Annual Report

9
Seeka is our brand

The company undertook an extensive review to revitalize its brand so it projected our company's vision, core strategy and

beliefs. This included independent insights and guidance from a renowned brand specialist. While kiwifruit remains our

foundation, our new brand Seeka better refl ects our emerging produce business.

As part of the branding process, management and the board considered the attributes the company wants to be

recognised for in all stakeholder dealings. The six key brand attributes are:

• Safety always

• Founded on relationships

• Inspirational people

• Independently ingenious

• Quality obsession

• Growing futures

The Seeka brand incorporates our aspiration “Select Excellence”. It is our aspiration to be excellent, to drive excellence

in our operations, decision making and behaviours. We want the consumers of our produce, the growers who choose to

supply Seeka, and Seeka investors to know they are selecting excellence when they select Seeka.

Founded on

relationships

Quality obsession

Inspirational people

Growing

futures

Independently ingenious

Safety always

Seeka 2016 Annual Report

10
Seeka 360 campus — opening of new headoffi ce

Seeka 360 is scheduled to open at 3pm on 30 March 2017 and all stakeholders are invited. This facility delivers a new

grower-centric headquarters for Seeka’s international business. Based on 7.4 hectares adjacent to the Seeka-owned

Pukenga orchard, our new headquarters is in the heart of the Maketu packing hub and close to the Oakside facility.

Seeka’s new headquarters, expected to be completed at a total cost of $5m, will accommodate 80 staff and include

extensive grower facilities with a 150-seat auditorium.

The Seeka team

Seeka people continue to be the key asset in Seeka. The company continues to refi ne its health and safety strategy and

systems to ensure that it exceeds legislative thresholds and keeps its people safe.

Seeka remains committed to safety and the development of all employees; formal safety processes and policies are in

place. Safety processes continue to be reviewed with targeted projects underway. Key operating systems for monitoring

safety have been reviewed and refi ned during the year and Seeka’s compliance teams have worked to ensure the

compliance of Seeka’s contractors and suppliers.

While seasonal labour was adequate in 2016, shortages loom. Seeka employed 460 recognised seasonal employer

workers (RSEs) from Malaysia and the Pacifi c Islands to complement the local workforce. We initiated innovative

arrangements with Work and Income New Zealand to maximise work opportunities for New Zealanders, including

employing people from regional outlying centres for our packhouses.

Seeka has recruited cadets into its business with nine cadets now in the company. Creating a sustainable workforce is a

priority for Seeka.

Mr Bryan Grafas

Bryan Grafas, Seeka’s general manager orchards, retired after 28 years with the company. Bryan helped grow the company

to become the largest kiwifruit orchardist in Australia and New Zealand, along the way he developed the long term leases,

many of which are now transitioning back to the landowners having delivered signifi cant economic benefi t to Seeka and

its investors.

He was a truly inspirational leader; he lead Seeka’s orchard business through the Psa outbreak. Bryan remains closely

associated with Seeka, he remains a grower and friend of the company. Seeka thanks Bryan for his service and leadership.

Seeka 2016 Annual Report

11
Mr Malcolm Cartwright

Malcolm Cartwright, Seeka's deputy chair, retires following 15-years of service to the board and company. Malcolm

brought a strong grower and governance focus to the board, having been the inaugural chair of Seeka Growers Limited

(SGL) up to 2014, and a director of AvoFresh Limited since 2008.

Prior to joining Seeka, Malcolm held positions at NZKMB, NZKGI and KNZ, and was instrumental in forming a competitive

post harvest kiwifruit industry and generating value from a coordinated, single-desk export structure. While a director, and

grower-supplier to Seeka, he helped shape our business as we formed close working relationships with growers founded

on performance.

Malcolm will continue to make a valuable contribution to our business as a council member of SGL, a director of AvoFresh,

and a loyal and much-valued supplier of kiwifruit and kiwiberry. The board and company thank Malcolm for his insights

and service.

Close

In 2016, Seeka delivered record operational earnings on the back of exceptional kiwifruit yields, record fruit volumes and

strong post harvest performance.

Seeka has confi dence in the long-term growth in the New Zealand kiwifruit industry, although lower Hayward volumes will

impact in 2017. Seeka's strategy will see it buff er the direct consequence of the lower volumes on fi nancial results through

its diversifi ed business strategy.

While we forecast a drop in earnings, your company is well positioned to deliver rewarding stakeholder performance in

2017; we have a large and loyal grower base that has benefi tted from our strong operational and fi nancial performance,

and a more-diverse product off ering to our key supply-chain partners.

We remain focused on growing the value of our business and growing shareholder earnings.

Directors and management thank our many stakeholders for the support they have given our business. We are committed

to providing you with a high-quality service and the opportunity to select excellence as a grower, contractor, supplier, or

investor, as we grow rewarding futures for this and future generations.

Fred Hutchings Michael Franks

Chairman Chief Executive

Seeka 2016 Annual Report

Seeka ANNUAL REPORT 2016
12 The accompanying notes form an integral part of these financial statements

Statement of Financial Performance

For the year ended 31 December 2016

20162015

New Zealand dollars

Notes

$000s $000s

Turnover

1

2

229,397184,740

Revenue

3

191,317142,112

Cost of sales

4

157,883118,387

Gross profit33,43423,725

Other income

3

370307

Income from insurance proceeds

3

4,1255,462

Share of (loss) of associates

25

- ( 5)

Acquisition costs and stamp duty

4

- 1,120

Grower relationship payment

4

- 4,042

Other costs

4

13,16510,402

Earnings (EBITDA)

2

24,76413,925

Depreciation expense

9

7,1875,749

(Gain) on revaluation of land and buildings

4

( 347)( 1,228)

Impairment of investments in associates

25

38-

Impairment of investments in shares

22

340-

Impairment of assets

9

1181,740

Amortisation of intangibles

10

470456

Earnings (EBIT)

3

16,9587,208

Interest expense3,3461,962

Net profit before tax13,6125,246

Income tax charge

6

3,227974

Net profit attributable to equity holders10,3854,272

Earnings per share for profit attributable to the ordinary

equity holders of the company during the year

Basic earnings per share

19

$0.65$0.29

Diluted earnings per share

19

$0.62$0.27


1. Turnover is a non-GAAP measure, see calculations in note 2.

2. EBITDA, a non-GAAP measure, is earnings before interest, tax, depreciation, amortisation and revaluations.

3. EBIT, a non-GAAP measure, is earnings before interest and tax.

Seeka ANNUAL REPORT 2016
13 The accompanying notes form an integral part of these financial statements

Statement of Comprehensive Income

For the year ended 31 December 2016

20162015

New Zealand dollars

Notes

$000s $000s

Net profit for the year10,3854,272

Items that will not b e reclassified to profit or loss

Gain on revaluation of land and buildings, net of tax2,0713,130

Total items that will not be reclassified to profit or loss2,0713,130

Items that may b e reclassified sub sequently to profit or loss

Movement in cash flow hedge reserve, net of tax

20

( 57)( 147)

Movement in foreign currency translation reserve, net of tax

20

6119

Movement in foreign currency revaluation reserve, net of tax

20

( 425)( 51)

Gain on revaluation of investment in shares, net of tax

22

864132

Total items that may be reclassified subsequently to profit or loss993( 57)

Total comprehensive income for the year attributable to equity holders13,4497,345


Seeka ANNUAL REPORT 2016
14 The accompanying notes form an integral part of these financial statements

Statement of Financial Position

As at 31 December 2016

20162015

New Zealand dollars

Notes

$000s $000s

Equity

Share capital

18

44,95040,651

Reserves

20

12,4969,418

Retained earnings

20

27,86520,750

Total equity85,31170,819

Current assets

Cash and cash equivalents1,6881,192

Trade and other receivables

12

20,58921,208

Biological assets - crop

11

16,04617,365

Inventories

13

3,3893,185

Irrigation water rights

14

195349

Current tax receivables

6

- 1,314

Total current assets41,90744,613

Non current assets

Trade and other receivables

12

3,3503,772

Property, plant and equipment

9

134,48998,718

Intangible assets

10

15,27615,526

Investment in shares

22

2,2871,689

Total non current assets155,402119,705

Total assets197,309164,318

Current liabilities

Current tax liabilities

6

2,365-

Trade and other payables

15

21,70324,854

Onerous lease provision

16

834

Interest bearing liabilities

17

5,7161,630

Financial derivatives

31

332254

Total current liabilities30,12426,772

Non current liabilities

Onerous lease provision

16

- 8

Interest bearing liabilities

17

68,72952,522

Deferred tax

7

13,14514,197

Total non current liabilities81,87466,727

Total liabilities111,99893,499

Net assets85,31170,819



On behalf of the board


F Hutchings A Waugh

Chairman Director Dated: 27 February 2017

Seeka ANNUAL REPORT 2016
15 The accompanying notes form an integral part of these financial statements

Statement of Changes in Equity

For the year ended 31 December 2016

Share

capital

Investment

in shares

revaluation

reserve

Cash flow

hedge

reserve

Foreign

currency

revaluation

reserve

Foreign

currency

translation

reserve

Share

based

payments

reserve

Land and

buildings

revaluation

reserve

Retained

earningsTotal

New Zealand dollars

Notes

$000s $000s $000s $000s$000s$000s $000s$000s$000s

Equity at 1 January 2015

37,773943 ( 37)- - 36 5,297 19,185 63,197

Net profit for the year- - - - - - - 4,272 4,272

Foreign exchange movement- - - ( 51)9- - - ( 42)

Other comprehensive income/(loss)

for the year

- 132 ( 147)- - - 3,130- 3,115

Total comprehensive income

for the year

- 132 ( 147) ( 51)9- 3,130 4,272 7,345

Transactions with owners

Shares issued

18

2,678- - - - - - - 2,678

Employee share scheme receipts

18

200- - - - - - - 200

Movement in employee share

entitlement reserve

20

- - - - - 106- - 106

Dividends paid

21

- - - - - - - ( 2,707) ( 2,707)

Total transactions with owners

2,878- - - - 106- ( 2,707)277

Equity at 31 December 2015

40,651 1,075 ( 184) ( 51)9142 8,427 20,750 70,819

Net profit for the year- - - - - - - 10,385 10,385

Foreign exchange movement- - - ( 425)611- - - 186

Other comprehensive income/(loss)

for the year

- 864 ( 57)- - - 1,943128 2,878

Total comprehensive

income/(loss) for the year

- 864 ( 57) ( 425)611- 1,943 10,513 13,449

Transactions with owners

Shares issued

18

3,207- - - - - - - 3,207

Employee share scheme receipts

18

1,092- - - - - - - 1,092

Movement in employee share

entitlement reserve

20

- - - - - 142- - 142

Dividends paid

21

- - - - - - - ( 3,398) ( 3,398)

Total transactions with owners

4,299- - - - 142- ( 3,398) 1,043

Equity at 31 December 201644,950 1,939 ( 241) ( 476)620284 10,370 27,865 85,311


Seeka ANNUAL REPORT 2016
16 The accompanying notes form an integral part of these financial statements

Statement of Cash Flows

For the year ended 31 December 2016

20162015

New Zealand dollars

Notes

$000s $000s

Operating activities

Cash was provided from:

Receipts from customers188,583141,700

Interest and dividends received204311

Insurance proceeds - Fruit loss mitigation claim

3

3,627-

Cash was disb ursed to:

Payments to suppliers and employees( 166,863) ( 137,066)

Interest paid( 3,325)( 1,941)

Income taxes paid( 974)( 1,200)

Net cash flows from operating activities

5

21,2521,804

Investing activities

Cash was provided from:

Sale of property, plant and equipment4,124156

Sale of investments in shares 30307

Received from insurance proceeds for asset loss

3

3,4782,478

Repayment of advances1,614263

Cash was applied to:

Purchase of property, plant and equipment( 40,920) ( 16,393)

Development of Bearer Plants( 882)( 74)

Investment in business combination and shares( 6,089) ( 20,159)

Purchase of inventory- ( 200)

Purchase of water shares- ( 509)

Advances ( 1,192)( 1,662)

Net cash flows (used in) / from investing activities( 39,837) ( 35,793)

Financing activities

Cash was provided from:

Proceeds of term bank borrowings38,88634,393

Proceeds of short term bank borrowings23,14015,000

Issue of shares1,092-

Cash was applied to:

Repayment of term bank borrowings( 16,003)-

Repayment of short term bank borrowings( 24,770) ( 14,535)

Payment of dividend to shareholders

21

( 3,122)( 2,519)

Net cash flows from financing activities19,22332,339

Net increase / (decrease) in cash and cash equivalents638( 1,650)

Effect of foreign exchange rates( 142)( 81)

Opening cash and cash equivalents1,1922,923

Closing cash and cash equivalents 1,6881,192



Seeka ANNUAL REPORT 2016
17 Notes to the financial statements

Notes to the Financial Statements

For the year ended 31 December 2016

This section contains the notes to the consolidated financial statements for Seeka Limited, its subsidiaries and associates. To give

stakeholders a clear insight into how Seeka organises its business, the note disclosures are grouped in seven sections.

Basis of preparation

Accounting policies that apply to the full set of financial statements

Performance

Where revenues are generated and their associated operating costs

Assets

How Seeka allocates resources across its operations

Working capital

How Seeka manages its operating cash flow

Funding

How Seeka organises its capital structure

Investments

Investments and financial performance of subsidiaries and associates

Other Notes

All other note disclosures

Basis of Preparation

This section sets out the Group’s accounting policies that apply to the full set of financial statements.

Accounting policies which are limited to a specific note, are described in that note.

Reporting entity and statutory base

The financial statements presented are those of the consolidated Seeka group comprising Seeka Limited (the Company) together with

its subsidiaries (the Group, Seeka or Seeka Group).

Seeka Limited is a profit-orientated company registered in New Zealand under the Companies Act 1993 and an FMC Reporting Entity

for the purposes of the Financial Markets Conduct Act 2013. Seeka Limited is listed and its ordinary shares are quoted on the NZX

main board equity security market (NZX Main Board).

On Friday 28 October 2016 Seeka Kiwifruit Industries Limited was renamed Seeka Limited.

Nature of operations

Seeka is a produce business operating in New Zealand and Australia.

In New Zealand the Group provides orcharding, post harvest and retail services to New Zealand’s kiwifruit, avocado and kiwiberry

industries. The Group also provides retail and ripening services for imported tropical produce, and operates a wholesale market.

In Australia, following a 2015 acquisition of land, orchards and business assets, the Group became the largest single producer and

supplier of Australian kiwifruit and nashi pears, a major supplier of European pears, plus lesser production of other temperate-climate

fruits.

Statement of compliance and basis of preparation

The consolidated financial statements for the Group have been prepared in accordance with the requirements of Part 7 of the FMC

Act 2013. The financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting Principles

(GAAP), incorporating New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and other applicable

financial reporting standards as appropriate for profit-oriented entities. The Group financial statements also comply with International

Financial Reporting Standards (IFRS).

The financial statements are prepared on a historical cost basis, with the exception of:

 financial assets and liabilities (including derivative instruments) at fair value through the profit or loss (note 31 and 32)

 biological assets at fair value (note 11)

 land and buildings at the revaluation model (note 9)

 Irrigation water rights (note 14)

The significant accounting policies applied in the preparation of the financial statements are set out below.

The financial statements were approved by the Board of Directors (the Board) on 27 February 2017.

Seeka ANNUAL REPORT 2016
18 Notes to the financial statements

Basis of consolidation

Subsidiaries

Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be

consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting

period as the Company, using consistent accounting policies. All intra-group balances, transactions, unrealised gains and losses

resulting from intra-group transactions and dividends are eliminated in full.

The acquisition method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is

measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange.

Direct acquisition costs are expensed as incurred.

Intercompany transactions, balances and unrealised gains on transactions between companies are eliminated. Unrealised losses are

also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of

subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Foreign currency transactions

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing during the month of that

transaction. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in the income

statement.

Foreign operations

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 translated into the presentation currency as follows:

 Assets and liabilities for each entity's balance sheet within the Group are translated at the closing rate at the date of that

balance sheet;

 Income and expenses for each entity's income statement and statement of other comprehensive income, are translated at

average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates

prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the

transactions); and

 All resulting exchange differences are recognised in other comprehensive income.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign

entity and translated at the closing rate. Exchange differences arising are recognised in other comprehensive income.

Accounting policies that summarise the measurement basis used and are relevant to the understanding of the financial statements are

provided throughout the accompanying notes. The accounting policies adopted have been applied consistently throughout the periods

presented in these financial statements. Certain comparative information has been reclassified to conform with the current year’s

presentation. There are no new standards, amendments or interpretations that have been issued and effective, that are expected to

have a significant impact on the Group (note 33).

Critical accounting estimates and judgements

The Group makes estimates and assumptions concerning future operational and financial performance. By definition, these

assumptions may not always equal actual results. The estimates and assumptions that have a significant risk of causing a material

adjustment to the carrying amounts of assets and liabilities are identified in the notes below. Estimates and judgements are continually

evaluated and are based on historical experience as adjusted for current market conditions and other factors, including expectations

of future events that are believed to be reasonable under the circumstances. Assumptions underlying management’s estimates can be

found in the following notes to the financial statements.

Area of estimation Note

Property, plant and equipment 9

Goodwill 10

Biological assets 11

Going concern assumption

The Group reported a profit before tax of $13.61m (2015: $5.25m) and operating cash inflows of $21.25m (2015: $1.80m) for the year

ended 31 December 2016. As at 31 December 2016 the Group had net assets of $85.31m (2015: $70.82m).

The ability of the Group to remain in compliance with its bank covenants has been considered by the Board in the adoption of the

going concern assumption during the preparation of these financial statements. The Board forecasts that the Group can trade at levels

appropriate to meet its bank covenants for the 2017 financial year.

In doing so they have considered forecast information, the security of bank funding, and any potential impact on ongoing crop supply

including Psa-V.

Goods and services tax (GST)

The statement of financial performance and statement of comprehensive income has been prepared so that all components are stated

exclusive of GST. All items in the statement of financial position are stated net of GST, with the exception of receivables and

payables, which include GST invoiced.

Seeka ANNUAL REPORT 2016
19 Notes to the financial statements

Performance

This section focuses on the Group’s financial performance and details the contributions made from the

individual operating segments.

Note 1. Segment Information

The Group’s operating segments are entities that engage in business activities that earn revenues, incur expenses and are reported in

a manner consistent with the internal reports provided to the chief decision makers, being the Directors, who regularly evaluate the

allocation of resources alongside operational outcomes and are responsible for implementing strategic decisions.

The Group has five operating segments:

 Four New Zealand segments express the range of complementary services delivered to New Zealand’s produce industries.

 A single Australian segment encompasses the integrated business associated with the Group’s Australian-grown produce.

Direct segment revenues and operating costs are allocated to each segment. Administration costs, overheads, grower service costs

and insurance proceeds recorded in the statement of financial performance are allocated to all other segments. Transactions between

segments are conducted at arm’s length and are eliminated on consolidation.

New Zealand segments

Orchard operations

The Group provides on-orchard management services to orchard owners who produce kiwifruit, avocado and kiwiberry crops.

The Group also produces kiwifruit, avocado and kiwiberry crops from:

 Leased orchards (typically three-year rolling contracts) whereby the Group recovers costs and shares any profits with the

orchard owners.

 Leased land (long term contracts) which the Group has developed into productive orchards, pays all development and

production costs, and owns all crops for the term of the lease.

Post harvest operations

The Group provides post harvest services to the kiwifruit, avocado and kiwiberry industries. This includes all crops from the Group’s

orchard management and lease operations, plus crops from independent orchard owners.

Retail service operations

The Group provides fruit marketing services in New Zealand and internationally, particularly in the Australian and Asian markets. This

includes fruit from the Group’s orchard and post harvest operations. In New Zealand the Group also provides retail and ripening

services for imported fruit produce, and operates a wholesale market.

In the second half of the year the Group entered a direct buying arrangement for the importation and supply of bananas in New

Zealand whereby total revenues and expenses are reported in the statement of financial performance. Previously the Group had

imported bananas on an agency arrangement whereby the Group only reported commission revenue.

Since September 2016, following the Group’s purchase of the Kiwi Crush and Kiwi Crushies product ranges (see note 24), retail

service operations include the production and selling of Kiwi Crush and Kiwi Crushies to hospitals and the retail sector.

All other segments - New Zealand

This represents the Group’s aggregated administration, grower services and overhead sections along with insurance proceeds

recorded in the statement of financial performance and impairment and revaluations of other assets not attributed directly to any other

segment.

Australian operations

The Group owns and operates Australian orchards, provides post harvest operations and markets the fruit produced from those

orchards, primarily in Australia. The main products are kiwifruit, nashi pears and European pears.

Turnover

Turnover (a non-GAAP measure) includes the value of fruit sales made on behalf of growers and suppliers where the Group acts as

the agent, and is considered the vendor by the purchasing party. (See note 2).

EBITDA and EBIT

EBITDA is earnings before interest, tax, depreciation, amortisation, impairments and revaluations. EBITDA is an indicator of

profitability and reflects operating cash flow generation.

EBIT is earnings before interest and tax; an indicator of profitability that excludes interest and income tax expenses.

Seeka ANNUAL REPORT 2016
20 Notes to the financial statements

The following table details the operating segments at balance date.

Australia Group

Orchard

operations

Post harvest

operations

Retail service

operations

All other

segments

Australian

operationsTotal

New Zealand dollars$000s$000s$000s$000s$000s$000s

2016

Income statement

Turnover

1

47,889 110,82353,69559016,400 229,397

Gross segment revenue 47,889 116,62916,84759015,168 197,123

Eliminations - 5,806- - - 5,806

Total segment revenue 47,889 110,82316,84759015,168 191,317

Income from insurance proceeds- 3,627- 498-

4,125

EBITDA

2

5,63826,7841,941 ( 10,628)1,02924,764

(Gain) on revaluation of land &

buildings

- ( 347)- - -

( 347)

Depreciation expense5155,550118367637

7,187

Amortisation of intangibles

- -

3041588

470

Impairment of investment in

associates and shares

- - - 378-

378

Impairment of assets- - - - 118

118

EBIT

3

5,12321,5811,519 ( 11,531)26616,958

Net finance costs- - - 2,8145323,346

Tax charge on profit- - - 3,460( 233)3,227

Profit after tax5,12321,5811,519 ( 17,805)( 33)10,385

Balance sheet

Segment assets33,557 111,7214,6966,61935,530 192,123

Unallocated assets- - - 5,186- 5,186

Total assets33,557 111,7214,69611,80535,530 197,309

Segment liabilities12,60234,5514,17512,84136,778 100,947

Unallocated liabilities- - - 11,051- 11,051

Total liabilities12,60234,5514,17523,89236,778 111,998

2015

Income statement

Turnover

1

42,279 88,27052,2407091,242 184,740

Gross segment revenue 42,279 93,4739,6127091,242 147,315

Eliminations - 5,203- - - 5,203

Total segment revenue 42,279 88,2709,6127091,242 142,112

Income from insurance proceeds

asset loss - fire

- - - 5,462- 5,462

EBITDA

2

3,97713,2921,730 ( 3,692) ( 1,382)13,925

(Gain) on revaluation of land and

buildings

- ( 1,228)- - - ( 1,228)

Depreciation expense6134,4071174551575,749

Amortisation of intangibles- - 36888- 456

Impairments of asset - fire loss- 1,740- - - 1,740

EBIT

3

3,3648,3731,245 ( 4,235) ( 1,539)7,208

Net finance costs- - - 1,5873751,962

Tax charge on profit- - - 1,236( 262)974

Profit after tax3,3648,3731,245 ( 7,058) ( 1,652)4,272

Balance sheet

Segment assets24,25383,4384,08213,11732,744 157,634

Unallocated assets- - - 6,684- 6,684

Total assets24,25383,4384,08219,80132,744 164,318

Segment liabilities13,27921,8035,5469,28432,02881,939

Unallocated liabilities- - - 11,560- 11,560

Total liabilities13,27921,8035,54620,84432,02893,499

New Zealand


1. Turnover is a non-GAAP measure, see calculations in note 2.

2. EBITDA, a non-GAAP measure, is earnings before interest, tax, depreciation, amortisation, impairments and revaluations.

3. EBIT, a non-GAAP measure, is earnings before interest and tax.

Seeka ANNUAL REPORT 2016
21 Notes to the financial statements

20162015

New Zealand dollars$000s $000s

Note 2

. Turnover

The follow ing table reconciles turnover to revenue.

Turnover229,397184,740

Value of sales made as agent( 38,080)( 42,628)

Revenue191,317142,112


Turnover

The Board considers turnover a useful measure of the Group's operating activity as it represents the total transactional value of goods

and services provided to external customers during the year. As such turnover includes the value of fruit sales made on behalf of

growers and suppliers where the Group acts as the agent, and is considered the vendor by the purchasing party. This includes all

produce sales both local and export.

In the second half of 2016 the Group entered a direct buying arrangement for the importation and supply of bananas in New Zealand

whereby total revenues and expenses are reported in the statement of financial performance. Previously the Group had imported

bananas on an agency arrangement whereby the Group only reported commission revenue.

20162015

New Zealand dollars$000s $000s

Note 3.

Revenue and other income

Total revenue191,317142,112

Other Income

Interest118

Dividend202289

Net movement in fair value of irrigation w ater rights14167-

370307

Income from insurance proceeds - asset loss4985,462

Income from insurance proceeds - fruit loss mitigation claim3,627-

4,1255,462

Total other income4,4955,769

Total share of (loss) from associates- ( 5)

Total revenue and other income195,812147,876


Revenue is shown net of discounts, which include the $2.93m cost of the grower incentive scheme (2015: $2.49m) (see below for

details).

Impact of seasonality

Group revenues are generated from seasonal horticultural operations, with post harvest revenues recognised as services are

provided and orchard revenues recognised once the fruit is harvested. Retail revenues are generated at the point of sale. In New

Zealand kiwifruit are harvested from March to June, avocados from August to January, and kiwiberries from February to March. In

Australia nashi and European pears are harvested January to March, and kiwifruit from March to May.

Oakside fire - insurance proceeds for asset loss

On 4 March 2015 a fire at the Group's Oakside facility destroyed an ancillary packhouse and caused damage to an office space and a

number of coolstore buildings and associated plant, all part of post harvest operations. The Group is fully insured for loss on assets

and also business interruption, and in 2015 the loss on the asset claim was accepted by the Group insurers NZI, QBE and AIG.

During the 2015 financial year the value of insurance recoveries for the loss of property and business interruption was $5.46m, of

which the Group received $2.48m, recognised as other income in the statement of financial performance. During the current year the

value of the claim was finalised, and a further $0.5m was recorded in the statement of financial performance and the balance of

insurance proceeds received.

Insurance proceeds - fruit loss mitigation claim

As a result of the March 2015 fire at the groups Oakside facility, Seeka and its growers suffered a financial loss due to extraordinary

fruit softening and fruit loss. This loss was subject to an insurance claim and Seeka advanced the grower pool $4.04m to minimise the

risk of grower loss with the advance only to be repaid as a priority charge from any further insurance proceeds received should the

active claim be accepted and paid.

During the current financial year the growers insurance claim was accepted and a full and final settlement agreed with the insurer,

with Seeka receiving $3.63m which is recorded in the statement of financial performance (see note 4).

Seeka ANNUAL REPORT 2016
22 Notes to the financial statements

Grower incentive scheme

In response to industry-wide crop loss from the kiwifruit vine disease Psa-V, in 2013 the Group initiated a grower incentive scheme to

secure post harvest volumes for harvests 2014, 2015 and 2016. Eligible growers that joined the scheme committed to supply all

kiwifruit and kiwiberry crops from their orchards up to and including harvest 2016. In return, when each season's supply obligation is

met (in September) the Company issues each complying grower with $0.10 worth of shares for every tray supplied that season.

Shares are issued at the NZX volume weighted average price (VWAP) of shares prior to the issue.

For accounting purposes, the Group recognises:

 the expense as a discount to sales from post harvest revenue in the statement of financial performance, and

 the value of issued shares as share capital when the shares are issued.

The year ended 31 December 2016 is the final year of the three year scheme.

Accounting policies

Revenue comprises the fair value received for the sale of goods and services, net of goods and services tax (GST), rebates and

discounts and after eliminating sales within the Group.

Orchard revenue

Managed orchards - revenue is invoiced and recognised as earned for orcharding services provided to managed orchards supplying

the Group.

Leased orchards and leased land orchards - crop revenue is recognised in the statement of financial performance at the point of

harvest based on forecast orchard gate returns (OGRs) with a corresponding increase in the statement of financial position. The

proceeds are then received over the 12 month period following harvest. Revenue estimates are updated at balance date.

Post harvest revenue

From fruit packing, coolstorage and other supply-chain activities. Services peak from April to December with the bulk of revenues

collected by end November. Revenue is recognised as services are provided.

Retail service revenue

Ripening and delivery services, and fruit sales to key retail customers - revenue is recognised as services are provided on a principal

or agency basis depending on who bears the risks and rewards.

Fruit marketing and wholesale market sales programmes (domestic and international) – where the Group acts as an agent and

collects a commission on sales with revenue recognised when the produce is sold.

Where the Group purchases fruit directly from suppliers for resale, revenue is recognised when the produce is sold.

Collaborative marketing programmes (the Group purchases fruit from Zespri International for sale in agreed international markets

under licence from Kiwifruit New Zealand) - revenue is recognised when the produce is sold.

Where the Group manufactures and sells products, revenue is recognised when the products are sold.

Interest income

Interest income is recognised on a time-proportion basis using the effective interest method.

Dividend income

Dividend income is recognised when the right to receive payment is established.


Seeka ANNUAL REPORT 2016
23 Notes to the financial statements

20162015

New Zealand dollarsNotes$000s $000s

Note 4

. Cost of sales and operating expenses

Operating materials and services110,96684,470

Direct employee benefits 39,87129,735

Operating lease expense5,7278,369

Net movement in fair value of biological assets - crop

11

1,319( 4,187)

Total cost of sales157,883118,387

Acquisition costs- 616

Stamp duty- 504

Total acquisition costs and stamp duty- 1,120

Grower relationship payment

- 4,042

Total other employee benefits 7,0125,076

General administrative expenses5,2634,316

Audit fees paid to principal auditors - (paid on a Group basis)227194

Tax fees paid to principal auditors145231

Other accounting fees- 1

Directors' fees and expenses - Seeka Limited396400

Movement in onerous lease provision( 34)( 30)

Rent and lease expenses257292

(Gain) on sale of property plant and equipment and investments( 101)( 78)

Total other costs13,16510,402

Depreciation

9

7,1875,749

Amortisation

10

470456

Impairments and revaluations

(Gain) on revaluation of land and buildings

9

( 347)( 1,228)

Impairment of investments in associates

25

38-

Impairment of investments in shares

22

340-

Impairment of assets

9

1181,740

Total Impairment and revaluation149512

Total expenses182,200142,630


Grower relationship payment - fruit loss

On 4 March 2015 a fire at the Group's Oakside packhouse destroyed part of the facility and caused damage to an ancillary

packhouse, office space and a number of coolstore buildings and associated plant, all part of post harvest operations. Seeka and its

growers suffered extraordinary fruit softening and loss as the result of the fire and the strategy put in place to mitigate fruit loss at that

site. While the strategy was successful, growers still suffered extraordinary financial loss that is the subject of a further insurance

claim by Seeka Growers Limited for the value of the fruit lost. As at 31 December 2015 the claim was partly agreed, but a substantial

portion was still in the process of evaluation by their Insurance underwriters. Seeka considered it important to stand by its growers

while they worked through the detailed insurance process and during the 2015 financial year advanced $4.04m to the grower pool so

as to maintain its grower payments thereby minimising the risk of grower loss. In doing so, it was agreed that the advance will only be

repaid to Seeka as a priority charge from any further insurance proceeds from the active insurance claim should the claim be

accepted. On 11 November 2016, full and final settlement with the grower’s insurer was agreed and Seeka was repaid $3.63m which

is recorded in the statement of financial performance as a repayment of the advance made in 2015 by Seeka.

Seeka ANNUAL REPORT 2016
24 Notes to the financial statements

Accounting policies

Operating expenses are recognised in the statement of financial performance as incurred, except where a future economic benefit

arises and they are recorded as prepayment.

Operating leases

Leases in which a significant portion of the risks and rewards of ownership are retained by the Group are classified as operating

leases.

Operating leases include short term orchard leases. Payments made under operating leases (net of any incentives received from the

lessor) are charged to the statement of financial performance on a straight line basis over the period of the lease, except for short

term orchard leases where lease costs are recognised at the same time as other crop related income and expenses.

Wages and salaries, annual leave and sick leave

Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within 12 months of the

reporting date are recognised in other payables in respect of employees' services up to the reporting date and are measured at the

amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave

is taken and measured at the rates paid or payable.

20162015

New Zealand dollars$000s $000s

Note 5

. Reconciliation of net operating surplus after taxation with cash

flows from operating activities

Net operating surplus after taxation10,3854,272

Add non cash items:

Depreciation7,1875,749

(Gain) on revaluation of land and buildings( 347)( 1,228)

Impairment of assets 118-

Impairment of investment in associates38-

Impairment of investment in shares340-

Movement in deferred tax( 1,426)844

Movement in fair value of biological assets - crop1,319( 4,187)

Impairment of assets - fire loss- 1,740

Movement in onerous leases( 34)( 30)

Amortisation of intangibles470456

Share of loss from associates- 5

7,6653,349

Add / (less) items not classified as an operating activity:

(Gain) / Loss on sale of property, plant and equipment( 56)19

Decrease / (Increase) in current w ater allocation account146-

(Gain) on sale of shares( 45)( 97)

Income from insurance proceeds - asset loss( 498)( 2,478)

( 453)( 2,556)

(Increase) / decrease in working capital:

Increase in accounts payable2,5382,546

(Increase) in accounts receivable/prepayments( 2,358)( 4,003)

(Increase) in inventory( 204)( 735)

Increase / (Decrease) in taxes due3,679( 1,069)

3,655( 3,261)

Net cash flow from operating activities21,2521,804


Accounting policies

Cash flows statements are prepared using the direct approach. Cash and cash equivalents are shown exclusive of GST.

Seeka ANNUAL REPORT 2016
25 Notes to the financial statements

20162015

New Zealand dollarsNotes$000s $000s

Note 6

. Income tax expense

a. Current tax expense

Current year4,20272

Adjustments for prior year12358

4,325130

Deferred tax expense

7

Origination and reversal of temporary differences( 1,098)844

Total income tax expense3,227974

b. Numerical reconciliation of income tax expense to prima facie tax payable

Profit before income tax expense13,6125,246

Tax at the New Zealand tax rate of 28%4,1021,981

Tax at the Australian tax rate of 30%( 294)( 574)

Tax effect of amounts which are not deductible (taxable) in calculating taxable

income

170223

Tax exempt income( 157)( 803)

(Over) / Under provision in prior years( 594)147

Income tax expense3,227974

c. Imputation credit account

Imputation credits available for use in subsequent reporting periods9,35210,414

The above amounts represent the balance of the imputation account as at the end of the reporting period, adjusted for:

a. Imputation credits that w ill arise from the payment of the amount of the provision for income tax

b. Imputation debits that w ill arise from the payment of dividends recognised as a liability at the reporting date; and

c. Imputation credits that w ill arise from the receipts of dividends recognised as receivables at the reporting date.

d. Current tax receivable / (liability)

Opening balance of current tax receivable1,314244

Adjustments for prior periods( 123)( 58)

Current year tax( 4,202)( 72)

Reclassify income tax as deferred tax( 362)-

Less tax paid9931,200

Exchange differences15-

Current tax (liability) /receivable( 2,365)1,314


In the current year an adjustment has been made between deferred tax and the current tax liability to amend the opening balance.

Accounting policies

Income tax expense comprises both current and deferred tax and is recognised in the statement of financial performance.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the

reporting date, and any adjustment to the tax payable in respect of previous years.

Deferred tax is recognised using the balance sheet method, providing for temporary differences between the tax losses of assets and

liabilities and their carrying amounts in the consolidated financial statements. Deferred tax is not accounted for if it arises from initial

recognition of an asset or liability in a transaction other than a business combination and that affects neither accounting or taxable

profit. Differences relating to investments in subsidiaries and jointly controlled entities are not recognised to the extent that they

probably will not reverse in the foreseeable future.

Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on

the laws that have been enacted or substantively enacted at balance date.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the

temporary differences can be utilised.

Seeka ANNUAL REPORT 2016
26 Notes to the financial statements

Note 7. Deferred tax

Deferred tax assets and liabilities are offset when there is a legally-enforceable right to offset current tax assets against current tax

liabilities and when the deferred income taxes relate to the same fiscal authority.

The following table details the offset amounts.

20162015

New Zealand dollars$000s $000s

Expected settlement:

Within 12 months( 1,076)456

In excess of 12 months14,22113,741

13,14514,197

Net deferred tax liabilities:

Opening balance

14,1979,703

Reclassify income tax as deferred tax( 362)-

Opening balance from purchase of subsidiary- 3,009

Exchange differences( 61)( 118)

Charged to the statement of financial performance( 1,098)844

Charged to revaluation reserve491816

(Credited) to hedge reserve( 22)( 57)

Closing balance at end of year13,14514,197

The follow ing table details the composition of deferred tax if any offsetting w ithin the

same tax jurisdiction w as not taken into consideration.

Temporary differences on non-current assets14,22113,750

Current liabilities( 2,149)( 1,409)

Prepayments and accrued income1,0731,856

13,14514,197


Deferred tax assets are recognised for tax loss carry-forwards to the extent that the realisation of the related tax benefit through the

future taxable profits is probable. No amounts were recognised at balance date and there were no unrecognised tax losses (Dec 2015

- Nil).

The deferred tax liability recognised in the financial statements does not represent the tax that would be payable on the disposal of the

buildings; actual tax payable is limited to the reversal of tax depreciation claimed on that asset in prior period tax returns.


Note 8. Events occurring after balance date

There are no material events occurring subsequent to balance date requiring adjustment to or disclosure in the financial statements.

Seeka ANNUAL REPORT 2016
27 Notes to the financial statements

Assets

This section focuses on the physical and intangible assets used by the Group to operate the business,

deliver benefits to stakeholders, add new income streams and generate revenues. Assets include post

harvest facilities, retail service facilities, and software. Assets also include land, bearer plants and crop on

Group-owned and leased orchards, along with goodwill and supplier contracts arising from Group

acquisitions.

Disclosures are made on additions, disposals, revaluations, depreciation, impairments and amortisation.

Land and

buildings

Plant and

equipment

Motor

vehicles

Bearer

plantsTotal

New Zealand dollars $000s $000s $000s $000s $000s

Note 9.

Property, plant and equipment

At 1 January 2015

Cost or valuation45,529 67,5036212,437 116,090

Accumulated depreciation and impairment( 966) ( 44,700)( 426)( 51) ( 46,143)

Net book amount44,563 22,8031952,386 69,947

Year ended 31 December 2015

Opening net book amount44,563 22,8031952,386 69,947

Additions11,4634,40711374 16,057

Additions through business combinations9,4411,8585975,245 17,141

Exchange differences( 370)( 62)( 35)( 206)( 673)

Depreciation( 1,445) ( 3,912)( 53)( 339) ( 5,749)

Disposals( 1,190)( 250)- - ( 1,440)

Impairment - Assets destroyed by fire( 1,446)( 294)- - ( 1,740)

Revaluation before tax5,175- - - 5,175

Closing net book amount66,191 24,5508177,160 98,718

At 1 January 2016

Cost or valuation68,602 73,1621,2967,550 150,610

Accumulated depreciation and impairment( 2,411) ( 48,612)( 479)( 390) ( 51,892)

Net book amount66,191 24,5508177,160 98,718

Year ended 31 December 2016

Opening net book amount66,191 24,5508177,160 98,718

Additions30,738 11,196241882 43,057

Additions through business combinations- 56- - 56

Reclassification of Software to PPE- ( 29)- - ( 29)

Exchange differences( 212)( 62)( 3)( 118)( 395)

Depreciation( 2,312) ( 4,344)( 79)( 452) ( 7,187)

Disposals( 1,452)( 329)( 24)( 689) ( 2,494)

Impairment of assets- - - ( 118)( 118)

Revaluation before tax2,881- - - 2,881

Closing net book amount95,834 31,0389526,665 134,489

At 31 December 2016

Cost or valuation100,557 83,9941,5107,625 193,686

Accumulated depreciation and impairment( 4,723) ( 52,956)( 558)( 960) ( 59,197)

Net book amount95,834 31,0389526,665 134,489


Seeka ANNUAL REPORT 2016
28 Notes to the financial statements

Land and buildings

Land and buildings are revalued to their estimated market value on a three-year rolling cycle (excluding assets under construction and

in the 2015 financial year those damaged by the Oakside fire), plus any subsequent additions at cost, less subsequent depreciation

for buildings. In New Zealand valuations are undertaken by TelferYoung Valuers, ANZIV, independent registered valuer. In Australia

valuations are undertaken by Goulburn Valley Property Services, independent valuers, Shepparton, Victoria, Australia. At each

balance date approximately one third of assets classified as land and buildings are revalued and these valuations are used to assess

the appropriateness of the carrying values of all assets classified as land and buildings that are held by the group.

Valuations are undertaken by the independent valuers using inherently subjective techniques that include estimations.

The valuers consider four different approaches in concert to arrive at a fair value;

1. Replacement cost - adds the value of the land to the replacement cost of the buildings and other improvements based on

the current cost of construction less depreciation based on the age of the building with an allowance for physical

depreciation. Specific consideration is given to the 'optimised depreciated replacement cost' methodology.

2. Sales - considers sales of other comparable properties.

3. Investment - assumes a hypothetical lease of the property with a current market rental being established and capitalising

this at an appropriate rate of return (10% – 12.5%) that would be expected by a prudent investor.

4. Discounted cash flow –First used in 2016: This is a variation of the investment method whereby it takes the current market

rental calculated under the investment method and forecasts net cash flows over a period of 10 years. The cash flows are

adjusted for expected growth in market rentals and estimated costs incurred to maintain the land and buildings in

operational use. This method assumes the land and buildings are sold in the terminal year (year 11).

The following table details the gain on revaluation of land and buildings recognised in the revaluation reserve, net of tax of $1,943k

(2015: $3,130k).

LandBuildingsTotal

New Zealand dollars $000s $000s $000s

Land and buildings revaluation reserve6791,2641,943


As a consequence of the building revaluations conducted December 2016, $1.63m (Dec 2015 - $0.23m) of accumulated depreciation

was offset directly against the assets' cost or valuation, prior to revaluation.

Details of what the depreciated value of land and buildings would be if they were stated on a historical cost basis are as follows.

20162015

New Zealand dollars$000s $000s

Cost106,48977,415

Accumulated depreciation( 21,509)( 18,077)

Depreciated Historical Cost84,98059,338

Net book amount95,83466,191


Impairment

On 4 March 2015, the Group's Oakside facility suffered a fire which led to the destruction or damage to an ancillary packhouse and

office, and a number of coolstore buildings and associated plant, all of which were part of post harvest operations.

As a result the Group recognised a $1.74m asset impairment expense within the statement of financial performance during the year

ended 31 December 2015.

The Group was fully insured for loss on assets and also business interruption with the claim settled in the current financial year. The

group received insurance recoveries of $5.96m of which $0.50m has been recorded in the statement of financial performance in the

current year (2015: $5.46m).

During the year the group replaced some of its Australian bearer plants as part of a plant and crop renewal plan. This resulted in an

impairment and the write off of the carrying value of bearer plants replaced by $0.1m which has been recognised through the

statement of financial performance.

Seeka ANNUAL REPORT 2016
29 Notes to the financial statements

Accounting policies

Bearer plants


Bearer plants are the Group's investment in kiwifruit vines, pear, avocado and other fruiting trees on Group-owned and leased land.

Bearer plants are stated at historical cost less depreciation. Historical cost includes all costs incurred to purchase the asset.

Land and Buildings

Land and buildings are shown at fair value, based on periodic, but at least triennial valuations by independent valuers, plus any

subsequent improvements at cost, less subsequent depreciation for buildings. At each annual balance date, approximately one third

of assets classified as land and buildings are revalued and those valuations are used to assess the appropriateness of the carrying

values of all land and building assets held by the Group. Revaluations are performed more frequently if changing industry conditions

may cause their carrying value to differ significantly from fair value. Any accumulated depreciation at the date of revaluation is

eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset.

Changes in the carrying amounts arising on revaluation of land and buildings are accounted through comprehensive income and other

reserves, except where an assets fair value is less the original cost, in which case the change is recognised in the statement of

financial performance.

Plant and Equipment and Motor Vehicles

All other property, plant and equipment are stated at historical cost less depreciation. Historical cost includes all costs incurred to

purchase the asset.

Subsequent additions at cost are included in the asset’s carrying value or recognised as a separate asset, as appropriate, only when it

is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured

reliably. All other repairs and maintenance are charged to the statement of financial performance during the financial period in which

they are incurred.

Impairment of assets are recognised in the statement of financial performance.

Depreciation

Land is not depreciated. Depreciation on other assets is calculated using the straight line or diminishing value method to allocate their

cost or revalued amounts, net of their residual values, over their estimated useful lives. The depreciation of bearer plants on leased

land orchards is aligned to the term of the lease.

The estimated useful lives of assets are as follows:

 Buildings: 20 - 50 years

 Machinery: 10 - 20 years

 Vehicles: 4 - 7 years

 Furniture, fittings and equipment: 3 - 10 years

 Bearer plants: 5 - 50 years

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at balance date.

An asset’s carrying amount is immediately written down to its recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount, and any gain or loss is included in

the statement of financial performance. When revalued assets are sold, the amounts included in the revaluation reserve in respect of

those assets is transferred to retained earnings.

Seeka ANNUAL REPORT 2016
30 Notes to the financial statements

Software Goodwill

Water

Shares

Supplier

contract

Interest in

leased

land

Other

intangiblesTotal

$000s $000s $000s $000s $000s $000s $000s

Note 10

. Intangible assets

At 1 January 2015

Cost1,8373,414- 1,877768- 7,896

Accumulated amortisation ( 1,728)- - ( 203)( 357)- ( 2,288)

Net book amount1093,414- 1,674411- 5,608

Year ended 31 December 2015

Opening net book amount

1093,414- 1,674411- 5,608

Additions410- 509- - - 919

Additions through business combinations- 6,2713,568- - - 9,839

Exchange differences- ( 245)( 139)- - - ( 384)

Amortisation( 88)- - ( 334)( 34)- ( 456)

Closing net book amount4319,4403,9381,340377- 15,526

At 1 January 2016

Cost2,2479,4403,9381,877768- 18,270

Accumulated amortisation( 1,816)- - ( 537)( 391)- ( 2,744)

Net book amount4319,4403,9381,340377- 15,526

Year ended 31 December 2016

Opening net book amount

4319,4403,9381,340377- 15,526

Additions77- - - - 105182

Additions through business combinations- 244- - - - 244

Softw are reclassified from PPE29- - - - - 29

Exchange differences( 1)( 142)( 92)- - - ( 235)

Amortisation( 134)- - ( 304)( 32)- ( 470)

Closing net book amount4029,5423,8461,03634510515,276

As at 31 December 2016

Cost2,3529,5423,8461,87776810518,490

Accumulated amortisation( 1,950)- - ( 841)( 423)- ( 3,214)

Net book amount4029,5423,8461,03634510515,276


The amortisation period of software is four to five years and the remaining amortisation period for the interest in leased land is from 34

to 92 years.

The Group's interest in leased land occupied, or held for future development, arose on the acquisition of Huka Pak and is the

difference in the value of the lease terms to relative market terms.

Permanent water shares are an integral part of land and irrigation infrastructure required to grow pears, kiwifruit and other annual

crops in Australia and are carried at cost. The fair value of permanent water shares used for impairment testing is supported by the

traded price of the shares.

Impairment tests for goodwill

The Board reviews business performance based on operating segments and monitors goodwill at the operating segment level in

accordance with the policy below. Goodwill represents the Group's retail services acquired with Glassfields, the acquisition of Seeka

Australia (Pty) Limited and the acquisition of the Kiwi Crush and Kiwi Crushies product ranges.

The recoverable amount is based on the net present value of the 5 year after-tax cash flow projection, with a terminal value beyond 5

years. Cash flows beyond the 5 year period are extrapolated using estimated growth rates and discount rates stated below. The

assumptions used for the analysis of the net present value of forecast gross margin for the cash generating unit, is determined based

on past performance and Directors' expectations of future market development. No impairment arose in the current year.

No impairment would be required if the discount rate applied was 1% higher or if the terminal growth rate was 1% lower.

Seeka ANNUAL REPORT 2016
31 Notes to the financial statements

The following table details the key assumptions used for value-in-use calculations and the recoverable amount in 2016.

Carrying

amount Discount

Grow th

rate

Terminal

grow th

$000srate 1-5 years rate

Goodwill

GlassfieldsRetail services segment3,414 9.6% 1.0% - 2.0%2.0%

Seeka Australia Pty LimitedAustralian operations5,884 9.6% 2.3% - 3.5%2.5%

Kiwi CrushRetail services segment244 9.6% 2.0% - 10.0%2.0%

Cash generating unit

w ithin the business



The following table details how leased land would be stated on the historical cost basis.

20162015

New Zealand dollars$000s $000s

Cost1,7351,735

Accumulated amortisation( 262)( 230)

Depreciated historical cost1,4731,505

Net book amount345377



Accounting policies

Intangible assets

Assets with a finite useful life are subject to depreciation and amortisation and reviewed for impairment whenever events or changes

in circumstances indicate that the carrying amount may not be recoverable. Intangible assets that have an indefinite life are not

subject to amortisation and are tested at least annually for impairment, with impairment losses recognised when the carrying amount

exceeds the recoverable amount. When assessing impairment, assets are grouped at the lowest identifiable unit able to generate

cash flow.

Software

Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the specific

software. These costs are amortised over their estimated useful life (typically three to five years).

Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets of the

acquired business or associate at the date of acquisition. Goodwill on acquisition of a business is included in intangible assets.

Goodwill on acquisition of an associate is included in investments in associates. Goodwill acquired in business combinations is not

amortised. Instead, goodwill is tested for impairment annually, or more frequently if deemed prudent, goodwill is carried at cost less

accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to that

entity.

Supplier contracts

When an intangible asset is recognised on a supplier contract it is amortised over the life of the contract on a straight line basis. The

expense is charged to the statement of financial performance.

Lease interest in land

The Group’s interest in long term leased land occupied, or held for future development, is amortised over the life of the lease and

tested for impairment on a triennial basis along with land and buildings.

Permanent water shares

The Group records permanent water shares at cost; the shares have an indefinite life and are not depreciated. Integral to growing

annual crops in Australia, the carrying value is tested annually for impairment and as required, adjusted to take account of any

impairment losses.

Other intangibles

Other intangibles include a licence to grow G3 kiwifruit and is amortised over the life of the licence on a straight line basis. The

expense is charged to the statement of financial performance.

Seeka ANNUAL REPORT 2016
32 Notes to the financial statements

Note 11. Biological assets - crop

Crops growing on bearer plants are classified as biological assets and measured at fair value.

Crop assets are kiwifruit, Nashi pears, Packham Pears, Corella Pears, other pears, cherries, avocado, apricot, and plum crops

growing on leased and owned orchards and yet to be harvested at balance date.

The following table reconciles beginning balances to end balances for biological assets crop measured at fair value defined as level 3

in note 30.

20162015

New Zealand dollars$000s $000s

Carrying amount at beginning of period17,36511,594

Crop harvested during the period

Fair value movement from the beginning of the period to point of harvest21,27615,610

Fair value w hen harvested( 38,641)( 27,204)

Crop growing on b earer plants at end of period

Crop w here cost is deemed fair value15,65716,935

Crop at fair value389430

Carrying value at end of period16,04617,365

The follow ing table reconciles fair value movement of biological assets crop

20162015

New Zealand dollars$000s $000s

Movement in carrying amount( 1,152)5,771

Less current period additions and acquisitions- ( 1,645)

Less exchange differences( 167)61

Net fair value movement in crop( 1,319)4,187

Biological assets are classfied as follow s

20162015

New Zealand dollars$000s $000s

Australia - all varieties4,6784,532

New Zealand - kiw ifruit crop11,13412,721

New Zealand - avocado crop234112

Carrying value at end of period16,04617,365


Crop where cost is deemed fair value:

Kiwifruit, Nashi, Packham and Corella pear crops are not considered to have achieved sufficient biological transformation at balance

date and as such cost is deemed fair value.

For each crop cost is tested for impairment at balance date using the Group budget for yields and market returns less costs yet to be

incurred on an orchard by orchard basis to establish a recoverable value for the crop on each of the groups orchards.

Where the recoverable value is less than cost, the cost is impaired through the statement of financial performance (note 30).

Accounting policies

Biological assets are the crops growing on bearer plants in the Group’s leased and owned orchards. The method to determine fair

value depends on the degree of biological transformation (the maturity of the fruit) at balance date.

When insufficient biological transformation has occurred, the fair value is the costs incurred at balance date to grow the crops (so long

as the costs are considered recoverable).

When sufficient biological transformation has occurred, fair value is the estimated net market return less selling cost and costs to

market.

The estimated market return less selling cost is established by reference to current and expected sales returns when available, in the

event market data is not available an assessment is made based on historical data.

Seeka ANNUAL REPORT 2016
33 Notes to the financial statements

Working Capital

This section focuses on how the Group manages inventories, accounts receivable and accounts payable to

ensure an appropriate level of working capital is available to operate the business, deliver benefits to

stakeholders and generate revenues.

20162015

New Zealand dollars$000s $000s

Note 12.

Trade and other receivables

Current trade receivables11,0099,446

Prepayments706851

Insurance receivable for asset loss - fire- 2,984

GST refund due- 343

Accrued fruit income and other sundry receivables8,8747,584

Current trade and other receivables20,58921,208

Non current trade receivables3,3503,772

Total receivables23,93924,980


Within current trade receivables, $1.14m are past due (Dec 2015 - $1.35m), of which 5% are more than 90 days (Dec 2015 - 4%).

Non-current trade receivables are considered recoverable and relate to debtors secured against crop supply commitments with

repayment terms of up to five years.

Accounting policies

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for doubtful debts.

Collectability of trade receivables is reviewed on an ongoing basis including debts past due but not considered impaired. Debts which

are known to be uncollectible are written off. A provision for doubtful receivables is established when there is objective evidence that

the Group will not be able to collect all amounts due, and is recognised in the statement of financial performance.


20162015

New Zealand dollars$000s $000s

Note 13.

Inventories

Total packaging at cost1,7831,875

Other inventories at cost1,6061,310

Total inventories3,3893,185


In the current year, $25.76m (Dec 2015 - $20.95m) of packaging inventory costs were expensed to cost of sales in the statement of

financial performance.

Accounting policies

Raw materials and stores, work in progress, finished goods and fruit produce are stated at the lower of cost and net realisable value.

Cost comprises direct materials and direct labour, and are assigned to individual items of inventory on the basis of weighted average

costs. Net realisable value is the estimated selling price less estimated costs of completion and sales costs.

Seeka ANNUAL REPORT 2016
34 Notes to the financial statements

20162015

New Zealand dollars$000s $000s

Note 14

. Irrigation water rights

Opening net book amount349-

Additions through business combinations- 437

Purchases of temporary w ater rights126146

Water expensed( 439)( 220)

Fair value movement167-

Exchange differences( 8)( 14)

Closing net book value195349


Accounting policies

Allocation rights are carried at fair value supported by the value of the traded rights on a recognised exchange or market at

measurement date.

Annual water allocation rights are recognised as a current asset when they are allocated to the group’s permanent water shares from

the first of July each year by the Victorian Water Register, and are subsequently expensed when the water entitlement is used to

irrigate the orchards.

20162015

New Zealand dollars$000s $000s

Note 15.

Trade and other payables

Trade payables5,6384,402

Accrued expenses12,15212,043

Employee expenses3,6132,942

GST payable280-

Other payables205,467

Total trade and other payables21,70324,854


Accounting policies

Trade payables are recognised initially at fair value (the invoiced amount). If the Group has been provided with extended terms of

trade, they are then recognised at amortised cost using the effective interest method.

20162015

New Zealand dollars$000s $000s

Note 16

. Onerous lease provision

Carrying amount at start of year4272

Provision released during the year( 34)( 30)

Carrying amount at end of year842

Current provision834

Non-current provision- 8

Carrying amount at end of year842


The provision for onerous leases relates to a coolstore lease that is no longer required. The lease on the coolstore expires 31 March

2017, and the provision is discounted at 10% per annum.

No other leases were identified as onerous.

Accounting policies

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated

reliably and the Group expects to settle the obligation.


Seeka ANNUAL REPORT 2016
35 Notes to the financial statements

Funding

This section focuses on how the Group manages its capital structure to protect shareholder value, while

funding operations that deliver benefits to stakeholders and grow shareholder returns.

Disclosures are made on the Group’s bank facilities, retained earnings, dividends paid to shareholders, and earnings per share.

Details on the Company’s share capital include shares issued under the dividend reinvestment plan, grower incentive and employee

share schemes.

20162015

New Zealand dollars$000s $000s

Note 17

. Interest bearing liabilities

Current secured

Bank borrow ings5,7161,630

Total current interest bearing liabilities5,7161,630

Non-current secured

Non current portion of term liabilities68,72952,522

Total non-current interest bearing liabilities68,72952,522


The Group’s total facilities of $114.8m (Dec 2015 - $115.6m) comprise a multi-option credit facility of $31.2m (Dec 2015 - $31.4m) and

term loans of $83.6m (Dec 2015 - $84.2m).

The Board has assessed the fair value of the term loans as the outstanding balance at balance date.

The Group’s bank facilities are held with Westpac and it is expected that all facilities will be refinanced when they become due for

review in the normal course of business

The following table details the amounts of the term loans drawn down at balance date and their maturities.

Balance due Interest

New Zealand dollars$000s

rateMaturity

Term Loans as at 31 Decemb er 2016:

Term Loan AUD $17m17,668 3.44%28 Feb 2018

Term Loan AUD $10m9,561 3.16%30 Sep 2018

Term Loan NZD $16.5m16,500 3.25%28 Feb 2018

Term Loan NZD $10m

10,000 3.65%

28 Feb 2018

Term Loan NZD $9m

9,000 3.65%

28 Feb 2018

Term Loan NZD $20m

6,000 3.30%

28 Feb 2018

Term Loans as at 31 Decemb er 2015:

Term Loan AUD $17m12,771 3.90%28 Feb 2018

Term Loan AUD $10m8,621 3.90%28 Feb 2018

Term Loan NZD $16.5m12,130 3.95%28 Feb 2018

Term Loan NZD $10m10,000 4.42%28 Feb 2018

Term Loan NZD $9m9,000 4.42%28 Feb 2018


All of the Group’s term loans are on interest-only repayment terms.

Assets pledged as security

Bank loans and overdrafts are secured by first mortgages over the Group’s freehold land and buildings. The Group’s policy is to

protect the term portion of the loans from exposure to changing interest rates. See note 31.

Seeka ANNUAL REPORT 2016
36 Notes to the financial statements

Accounting policies

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised

cost.

When it is probable that part or the entire loan will be drawn down, any loan facility establishment fee paid is recognised as a loan

transaction cost. When the loan will probably remain undrawn, any loan fee paid is capitalised as a pre-payment for liquidity services

and amortised over the period of the facility.

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 balance date.

20162015

SharesShares Shares

Note 18

. Share capital

Authorised and issued share capital

Ordinary shares - fully paid and no par value

Opening balance16,325,730 15,526,416

Shares issued under:

Dividend reinvestment programme68,698 60,364

Grow er incentive scheme666,124 738,950

Employee share scheme398,100 -

Total shares issued17,458,652 16,325,730

Ordinary shares - classified as follows

Held by ordinary shareholders16,715,052 15,660,430

Held by Seeka Employee Share Plan Trustees743,600 665,300

Total shares issued17,458,652 16,325,730

20162015

New Zealand dollars$000s $000s

Movements in ordinary paid up share capital

Opening balance of ordinary shares42,73040,052

Issues of ordinary shares during the year4,7522,678

Closing balance of ordinary share capital47,48242,730

Movements in treasury share capital

Opening balance of ordinary shares2,0792,279

Issue of shares under the employee share scheme1,545-

Cash received under employee share scheme( 1,092)( 200)

Closing balance of shares held as treasury capital2,5322,079

Net share capital44,95040,651


Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the

number of fully paid shares held.

Grower Incentive Scheme

On 7 September 2016, the Group issued 666,124 shares at a price of $4.40 each in respect of the 2016 kiwifruit supply season to

participating growers. See note 3.

Accounting policies

Ordinary shares are classified as equity.

Where any Group company purchases the Company's equity share capital (treasury shares), the consideration paid, including any

directly attributable incremental costs (net of income taxes), is deducted from equity attributable to the Company's equity holders until

the shares are cancelled or reissued. Where such shares are subsequently reissued, any consideration received, net of any directly

attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company's equity

holders.

Seeka ANNUAL REPORT 2016
37 Notes to the financial statements

New Zealand dollars20162015

Note 19.

Earnings and net tangible assets per share

Basic earnings per share

Profit attributable to equity holders of the Company (thousands)

10,385 4,272

Weighted average number of ordinary shares in issue (thousands)

16,067 14,971

Basic earnings per share

0.65$ 0.29$

Diluted earnings per share

Profit attributable to equity holders of the Company (thousands)10,385 4,272

Weighted average number of ordinary shares in issue plus employee share scheme

(thousands)16,770 15,659

Diluted earnings per share

0.62$

$ 0.27

Net tangib le assets per share

Net tangible assets (thousands)75,769

61,379

Total ordinary shares issued at the end of the period (thousands)

17,459 16,326

Net tangible asset per share

4.34$

$ 3.76


Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company (excluding any costs of

servicing equity other than ordinary shares) by the weighted average number of ordinary shares outstanding during the period,

adjusted for bonus elements in ordinary shares issued during the period.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after

income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average

number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

Net tangible asset per share

Net tangible asset per share is calculated by dividing the Group’s net assets less goodwill by the total shares on issue at the end of

the period.

20162015

New Zealand dollars$000s $000s

Note 20

. Retained earnings and reserves

Reserves

Cash flow hedge reserve( 241)( 184)

Available for sale revaluation reserve1,9391,075

Land and buildings revaluation reserve10,3708,427

Foreign currency translation reserve6209

Foreign currency revaluation reserve( 476)( 51)

Share based payment reserve284142

Total reserves12,4969,418


The cash-flow hedge reserve is used to record increases and decreases on the revaluation of derivative financial instruments.

The available-for-sale reserve is used to record increases and decreases on the revaluation of available for sale financial assets.

The land and buildings revaluation reserve is used to record increments and decrements on the revaluation of land and buildings.

The foreign currency translation reserve is used to record foreign currency translation differences on the translation of the Group

entities results and financial position. The amounts are accumulated in other comprehensive income and recognised in profit and loss

when the foreign operation is partially disposed of or sold.

The foreign currency revaluation reserve is used to record unrealised gains and losses on the Group's assets and liabilities held in

foreign currencies.

Seeka ANNUAL REPORT 2016
38 Notes to the financial statements

Retained Earnings

The following table details movements in retained earnings.

20162015

New Zealand dollars$000s $000s

Balance at 1 January20,75019,185

Net profit for the year10,3854,272

Dividends paid( 3,398)( 2,707)

Realisation of land and buildings reserve128-

Balance at 31 December

27,86520,750


Share based payment reserve

The Group operates two equity-settled, share-based compensation plans: a new employees share scheme that was established in

2014, and a scheme established in 2002 that is not active and is in the process of being terminated with all surplus shares sold during

the year.

The active scheme is managed by a trust established in October 2014, and the directors of the trustee company (Seeka Employee

Share Plan Trustee Limited) are also Directors of Seeka.

Under the employee share schemes shares are issued to an employee share trust, with certain employees eligible to subscribe to

shares held by the trust with this benefit recognised as a share-based payment expense and recorded as an expense over the vesting

period. At the end of the vesting period the employee has an option to settle any outstanding debt on the shares and have the shares

transferred to them, alternatively the employee can elect not to have the shares transferred to them and any outstanding debt will be

forgiven and the shares sold by the trustees.


20162015

New Zealand dollars$000s $000s

Balance at 1 January14236

Movement in employee share entitlement reserve142106

Balance 31 December284142


At balance date, the number of shares in respect of which options have been granted to employees and remain outstanding under the

schemes was 416,500 (Dec 2015 - 423,300), representing 2.59% (Dec 2015 - 2.59%) of the shares of the Company on issue at that

date. There are no shares outstanding under the 2002 scheme (Dec 2015: 242,000).

The shares are issued fully paid in exchange for a loan to the share scheme trust.

The shares held by the ESS carry the same voting rights as other issued ordinary shares. While monies are owed on the shares they

remain with the trustee.

The options element of the scheme is valued using a Black Scholes pricing model. Because the Company has a small market

capitalisation with minimal trading, the Board forecasts expected volatility.

Seeka ANNUAL REPORT 2016
39 Notes to the financial statements

The following table details inputs to the Black Scholes pricing model.


Inputs into the model20 May 2016 7 Oct 2014

Shares issued398,100429,600

Grant date share price $ 3.88 $ 3.05

Exercise price $ 3.88 $ 3.05

Expected life (interest free loan period)3 years3 years

Maximum loan period5 years5 years

Time to vest3 years3 years

Employee exit rate pre-vesting (% per year)8.00%8.00%

Expected volatility (% per year)10.00%26.00%

Risk-free interest rate3.14%4.12%

Dividend yield6.83%6.83%

Value of option $ 0.47 $ 0.74



The following table details movements of options granted under the current active scheme.


Grant Date Expiry Date

Fair value at

grant date

Exercise

Price

1 January

shares

Issued

shares

Relinquished

shares

Exercised

shares

31 December

shares

07 Oct 2014 07 Oct 2017$0.74$3.05 423,300 - - (62,400) 360,900

Weighted average exercise price$3.05$3.05

Weighted average contractual life (years) 3.00 3.00

Grant Date Expiry Date

Fair value at

grant date

Exercise

Price

1 January

shares

Issued

shares

Relinquished

shares

Exercised

shares

31 December

shares

20 May 201620 May 2019$0.47$3.88 398,100 - - (21,700) 376,400

Weighted average exercise price$3.88$3.88

Weighted average contractual life (years) 3.00 3.00



Accounting policies

The fair value of the employee services received in exchange for the grant of options is recognised as an expense in the statement of

financial performance with a corresponding increase in the share based payment reserve. The fair value is determined by reference to

the fair value of the options granted, calculated using the Black Scholes pricing model, excluding the impact of any non-market vesting

conditions (for example, profitability and sales growth targets).

When the shares vest, the amount of the reserve relating to those shares is transferred to share capital.

Shares may be issued at the Board’s discretion at a price set by the Board based on the Volume Weighted Average Price (VWAP)

calculation of the Company's shares during the period prior to issue. The Employee Share Scheme (ESS) cannot be issued with

further shares if that issue would result in the ESS having an interest of more than 5% of the Company’s issued capital. Shares are

issued fully paid in exchange for a loan to the share scheme trust. Dividends paid on the shares are applied towards repaying the debt

between the ESS and the Group on behalf of the employee.

Proceeds received along with any employee contributions are credited to share capital when the options are exercised.

ESS has a non-beneficial interest in all the shares allocated to employees. Annually the Group reviews the scheme and decides upon

the allocation of further shares and the price at which those shares will be issued to the ESS. Trustees of ESS are appointed for an

unspecified term and may be removed by the Company at any time.

Shares held by the ESS carry the same voting rights as other issued ordinary shares.

Seeka ANNUAL REPORT 2016
40 Notes to the financial statements

2016201620152015

Dividends paid$000s Per share $000s Per share

Note 21.

Dividends

27 March 2015- $ - 1,242 $ 0.08

18 September 2015- $ - 1,465 $ 0.09

24 March 20161,644 $ 0.10 - $ -

29 September 20161,754 $ 0.10 - $ -

Total dividend paid3,398 2,707


The dividends are imputed to the fullest extent allowable in the tax year. The total dividend paid includes the non-cash amounts for the

dividend re-investment plan. Cash dividend payment was $3.12m (Dec 2015: $2.52m).

On 27 February 2017, the directors declared a fully-imputed dividend of $0.10 per share. The dividend will be paid 24 March to those

shareholders on the register at 5pm on 17 March, 2017. The dividend reinvestment plan will apply to the dividend. This dividend

declaration brings fully imputed dividends distributed to shareholders relating to the 2016 financial year to $0.20 per share, compared

to $0.19 per share relating to the 2015 financial year.

Accounting policies

Provision is made for the amount of any dividend declared on or before the end of the period but not distributed at balance date.

Seeka ANNUAL REPORT 2016
41 Notes to the financial statements

Investments

This section focuses on how the Group has made investments to support Seeka’s core kiwifruit business,

realise synergies along the produce supply chain, and grow Seeka’s product base and geographical reach.

The Board manages business investments to strengthen the benefits delivered to stakeholders and grow

shareholder returns.

Disclosures are made on the Group’s holdings in associates and subsidiaries, along with details on the Group’s holding of listed and

unlisted shares.

As required under NZ IAS 39, equity investments not otherwise held for trading are classified as available for sale.

20162015

New Zealand dollars$000s $000s

Note 22

. Investment in shares

Balance at the beginning of the year1,6891,621

(Repayment) of investment( 26)( 64)

Impairment of investment( 340)-

Purchase of investment100

Revaluation recognised in equity864132

Balance at end of year2,2871,689

Listed equity securities

Zespri Group Limited1,701853

Unlisted securities

Blackburn General Partner Limited100-

Ravensdow n Fertiliser Co-operative Limited238221

UPNZ Limited- 340

Ballance Agri Nutrients Limited225225

Other share holdings2350

Total unlisted securities586836

2,2871,689


The following table reconciles beginning balances to end balances for unlisted securities measured at fair value defined as level 3 in

note 30.

Unlisted

equity

securities

Level 3

New Zealand dollars$000s

Balance at 1 January 2016836

Purchases, disposals, receipts, revaluations and impairments( 250)

Balance at 31 December 2016586


Impairment of investment

The group owns 32% of UPNZ Limited (UPNZ). During the current financial year Seeka fully impaired its $340,000 investment in the

Company. UPNZ imports plastic pocket packs from China and Chile and distributes them to the New Zealand kiwifruit industry. In late

March 2016, a visual inspection found grease deposits on several packs supplied by UPNZ. As a consequence Zespri Group Limited

(Zespri) placed all kiwifruit packed into UPNZ pocket packs sourced from China on hold until they could determine whether the grease

posed any potential food safety issues. UPNZ was forced to recall this product and as a result its customers, including Seeka,

suffered costs checking the packed kiwifruit inventory to remove all affected trays. Seeka believes this will have a major impact on the

value of its investment in UPNZ and has recognised an impairment in the statement of financial performance.

Seeka ANNUAL REPORT 2016
42 Notes to the financial statements

Provision

Prior to discovering the grease contamination, the Group supplied Zespri with 212,153 trays of kiwifruit packed into UPNZ pocket

packs that were potentially affected. The Group is advised that offshore checking by Zespri of the 212,153 trays found 12 trays

contaminated with grease. As a consequence Zespri has made a claim against the Group for all the costs of checking that product

including all fruit loss, irrespective of cause. The Group is in dispute with Zespri over the claim, but the Directors have made a

provision in these accounts for the most likely value that they believe the Group could be found liable for. That provision is not

disclosed as it is considered commercially sensitive while the dispute is in progress.

Accounting policies

The fair values of the listed securities are based on the securities' closing share price at balance date. Where pricing information is

available, unlisted securities are revalued at balance date. All other unlisted securities are currently held at cost less impairment as it

reasonably represents current fair value. The carrying amount of all unlisted securities have been reviewed at balance date and any

impairment is recognised through the statement of comprehensive income to the extent of any related reserve available and then

through the statement of financial performance.


Name of entity

Country of

incorporation

Class of

shares

Equity

holding 31

December

2016

Equity

holding 31

December

2015

Note 23

. Principal subsidiaries

The consolidated financial statements incorporate the assets, liabilities and results of the follow ing subsidiaries.

Trading subsidiaries

Seeka Australia (Pty) LimitedAustraliaOrdinary100%100%

Kiw i Coast Grow ers (Te Puke) LimitedNew ZealandOrdinary100%100%

Seeka Te Puke LimitedNew ZealandOrdinary100%100%

Integrated Fruit Supply & Logistics LimitedNew ZealandOrdinary100%100%

Avofresh LimitedNew ZealandOrdinary100%100%

Not-trading sub sidiaries

Seeka Pollen Australia (Pty) LimitedAustraliaOrdinary100%100%

Guaranteed Sw eet New Zealand LimitedNew ZealandOrdinary100%100%

Eleos LimitedNew ZealandOrdinary100%100%

Enviro Gro LimitedNew ZealandOrdinary100%100%

Glassfields (NZ) LimitedNew ZealandOrdinary100%100%

Seeka Fresh LimitedNew ZealandOrdinary100%100%


Note 24. Business Combinations

Acquisition of Kiwi Crush and Kiwi Crushies

On 31 August 2016 the Group purchased the business and worldwide rights to manufacture and sell the Kiwi Crush and Kiwi Crushies

product ranges. The purchase price included items of plant, equipment, packaging and inventory with a value of $56,000, along with

goodwill of $244,000.


Seeka ANNUAL REPORT 2016
43 Notes to the financial statements

Note 25. Investment in associates

The following table details the Group's principal associates.

Country of

incorporation Business activity

Equity holding

31 December

2016

Equity holding

31 December

2015

Kiw ifruit Supply Research LimitedNew ZealandNot trading20%20%

Tauranga Kiw ifruit Logistics LimitedNew ZealandPort service20%20%

Eastern Pier SD BHD MalaysiaMalaysiaCoolstore D.C.0%25%

Kiw ifruit Vine Protection Company LimitedNew ZealandNot trading100%100%


20162015

New Zealand dollars$000s $000s

Results of associate companies

Share of (loss) before income tax- (7)

Income tax- 2

Net (loss)- (5)

Interests in associates

Carrying value at beginning of period- 475

Purchase of investment38 -

Transfer to subsidiaries- (118)

Impairment in investment in associate(38) -

Sale of associates- (357)

Balance at end of period- -


Accounting policies

Associates are entities over which the Group has significant influence, but not control, typically by holding between 20% to 50% of the

voting rights in the entity.

Investments in associates are accounted for using the equity method after initially being recognised at cost.

The Group's share of associates' profits or losses are recognised in the statement of financial performance and the carrying amount of

the investment in the statement of financial position.

Dividends received from associates are applied to reduce the carrying amount of the investment in the statement of financial position.

Seeka ANNUAL REPORT 2016
44 Notes to the financial statements

Other Notes

This section contains all other note disclosures about the Group.

Note 26. Contingencies

There are no contingent liabilities as at 31 December 2016 (Dec 2015 - Nil).

Note 27. Commitments

a. Capital commitments

During the year the Group committed to incur capital expenditure of $21.31m (Dec 2015: $17.56m). Commitments within New

Zealand include $5.26m for a new grader, $8.28m to expand coolstore capacity, $4.86m for the new Head Office at Kiwi 360 and

$1.16m for the new Kiwi Crush plant. Commitments within Australia include $1.60m for packhouse and orchard developments.

Of the $21.31m, $12.50m was incurred in 2016 (Dec 2015: $3.02m) with the remainder expected to be incurred in 2017.

b. Lease commitments

Operating leases

Under operating leases the Group has the following commitments.

1. Orchard leases - land and bearer plants

At balance date, 135 orchards (Dec 2015 - 122) are leased by the Group with terms ranging from one to three years. Orchard leases

are non-cancellable with lease payments typically determined by total orchard gate returns. Some orchards also have a fixed lease

element to their lease payment.

The following table details minimum, non-cancellable operating lease commitments for land and bearer plants on leased orchards.

20162015

New Zealand dollars$000s $000s

Within one year199 434

Later than one year but not later than five years170 454

369 888


In addition to the above lease commitments the group is committed to pay variable lease payments on orchard leases which are

contingent on the number of trays harvested, and revenue earned less costs incurred in each year of the lease.

2. Orchard land leases - land only

The Group leases 97 hectares (2015: 123 hectares) of bare land on which it has developed kiwifruit and avocado orchards. Leases

are for periods up to 20 years at the end of which the land, structures and vines revert back to the lessor. Rental reviews are normally

every three years and the Group has a conditional right to lease the properties for a future term at the expiration of each lease.

The following table details minimum, non-cancellable operating lease Commitments for leased land orchards.

20162015

New Zealand dollars$000s $000s

Within one year172 380

Later than one year but not later than five years366 1,504

Later than five years27 222

565 2,106


3. Land and buildings

The Group leases land and buildings for a number of its post harvest facilities. Lease terms are typically from three to six years, but

can be up to 99 year terms.

The following table details minimum, non-cancellable operating lease commitments for land and buildings used in post harvest

operations.

Seeka ANNUAL REPORT 2016
45 Notes to the financial statements

20162015

New Zealand dollars$000s $000s

Within one year2,815 3,142

Later than one year but not later than five years7,847 6,090

Later than five years64,044 64,772

74,706 74,004


4. Equipment and vehicles

The Group leases office equipment and vehicles on terms up to three years.

The following table details minimum, non-cancellable operating lease commitments for equipment and vehicles.

20162015

New Zealand dollars$000s $000s

Within one year1,421 1,275

Later than one year but not later than five years1,631 1,690

3,052 2,965


Note 28. Related party transactions

Seeka Growers Limited

The Group undertakes transactions with Seeka Growers Limited (SGL), a related party which administers all kiwifruit revenues

received for the New Zealand business on behalf of supplying growers. In the current period the Group received $103.22m (Dec 2015

- $104.83m) for the provision of services to SGL.

Directors

Directors of the Company at any time during the period are: F Hutchings, M J Cartwright, A Waugh, A Diaz, N Te Kani, J Burke, M

Brick, P R Cross.

Key management and compensation

Key management personnel are all Company Directors or executives with the greatest authority for the Group’s strategic direction and

management.

The following table details key management personnel compensation.

20162015

New Zealand dollars$000s $000s

Director fees396 400

Other Director remuneration- -

Executive salaries2,489 2,192

Short term benefits725 216

Total3,610 2,808


Transactions

Excluding transactions outlined and disclosed above, the following transactions were entered with related parties for post harvest and

orchard management services.

20162015

New Zealand dollars$000s $000s

Sales of services

Directors, management and other personnel1,841 1,936

Purchase of services

Directors, management and other personnel61 25

Seeka ANNUAL REPORT 2016
46 Notes to the financial statements

Outstanding balances

The following balances are outstanding at the balance date.

20162015

New Zealand dollars$000s $000s

Current receivables (operating)

Directors, management and other personnel520 379

Current payables (operating)

Directors, management and other personnel12 10


Terms and conditions

All transactions were made on normal commercial terms and conditions and at market rates, except that there are no fixed terms for

the repayment of advances and no interest is charged on the amount payable.

Outstanding balances are unsecured and repayable in cash.

Note 29. Risk management

The Group’s activities expose it to a variety of risks specific to producing and selling horticultural crops, along with corporate financial

risks related to credit, liquidity and capital risk. The Group operates a comprehensive risk assessment and mitigation programme via

its audit and risk committee.

The Group's policy is to ensure that the Group creates value and maximises returns to its shareholders and benefits for other

stakeholders, as well as ensuring that adequate financial resources are available for the development of the Group’s business whilst

managing its financial risks.

a. Risk management strategies related to orchard and retail operations

Horticultural operations expose the Group to risks to production and market returns. The main production risks are climatic events,

diseases and pests. These impact on volumes produced from the Group's orchards, volumes to post harvest (both from Group

operations and independent growers) and volumes available for retail.

Market risks of pricing and exchange rates impact on orchard operations (the amount the Group is paid for growing crops) and impact

on retail revenues where the Group imports and sells fruit produce, mainly bananas. The exchange rate risk on imports is managed

through the use of foreign exchange contracts to match known and planned purchases. Market risks do not directly impact on post

harvest operations, as charges are normally set prior to harvest and deducted before sales revenues are paid to supplying growers.

The Group operates in four regions spread over two countries; New Zealand's Northland, Coromandel and the Bay of Plenty, and in

Australia's Mundoona region of Victoria. Main produce lines are kiwifruit, nashi pears, European pears and avocados, with small

production of other temperate-climate fruits. Group retail activities are in New Zealand (including imported tropical produce), Australia

and Asia. The Group's geographical, product and market spread limits the impact on Group operations from an adverse event

occurring in a specific region, produce or market. To further mitigate risks, the Board uses the following strategies.

Production risks - climatic events, disease and pests

The Group follows industry best practice to mitigate production risks. This includes orchard management practices to optimise

production from Group orchards, and extensive planning to ensure post harvest and retail services are suitably resourced to manage

each season's crop volumes.

In New Zealand, the major climatic risks are hail, frost and storm damage.

 hail events are typically highly localised, and for kiwifruit the Group has access to industry hail insurance for its orchard

operations, plus top-up payments from a Seeka Growers Limited hail insurance programme.

 frost events are typically regional, and the Group advocates best-practice crop protection, including active frost

management on kiwifruit orchards operated by the Group and other growers supplying the Group's post harvest operations.

 storm events are typically regional, and the Group advocates best-practice crop protection, including shelter belts on all

orchards operated by the Group and other growers supplying the Group's post harvest operations.

In Australia, the major climatic risks are drought, hail and fire. As the owner and operator of all orchards supplying its Australian

operations, the Group actively manages climatic risks of its total production base. The orchards are located on three sites in the

Mundoona region.

 Drought: to secure adequate irrigation, the Group has purchased extensive, long-term water shares from a reliable

irrigation programme.

 Hail events are typically localised, and the Group currently has hail cloth protecting one orchard.

 Fire: risk of serious grass wild-fire rises during periods of extreme weather, with the Country Fire Authority responsible for

risk assessment and management of fire events. The Group takes all practical steps to internally manage fire risk including

removing excess vegetation from Group properties.

Seeka ANNUAL REPORT 2016
47 Notes to the financial statements

All horticultural undertakings are susceptible to disease and pest incursions. To minimise the risk of crop loss the Group monitors its

orchards and undertakes recognised spray programmes to protect crops to the fullest extent possible. The kiwifruit vine disease

Pseudomonas syringae pv. actinidiae (Psa) is widespread throughout New Zealand, and is being actively managed. To date Psa has

not been detected in Australia.

Market returns

New Zealand kiwifruit

The Group has no direct market risk from the sale of kiwifruit harvested from lease operations, as all export marketing activities are

undertaken by Zespri Group Limited (Zespri) under statutory regulations. The Group, however, is impacted by the level of Zespri's

market returns which impact on the Group's orchard profitability. The Group monitors Zespri returns and uses modelling techniques to

analyse current and projected orchard income. This information is used when setting Group budgets and orchard lease terms.

New Zealand avocados and kiwiberries

The Group has a direct market risk from the sale of avocados and kiwiberries with half of the kiwiberry sales and all of the avocado

sales managed by the Group's retail operations. The Group forecasts seasonal supply, monitors market conditions, develops a sales

programme around the needs of key retailers and controls product quality and supply to optimise market access and returns. This

information is used when setting Group budgets and orchard lease terms.

The Group has a direct currency risk from export sales as it does not own the products but acts as the growers’ agent. The Group

may hedge up to the total cash flows from each operation using actual sales made and estimated total product volumes to be

exported.

Imported tropical produce

The Group has a direct market, price and currency risk from imported fruit produce (banana, pineapple and papaya) where the Group

imports fruit produce for sale as the principle through its supply and sale contracts. The Group may hedge up to the total known and

projected cash flows to manage the exchange risk. The Group has no material direct price and currency risk from imported fruit

produce where the supply agreement enables the Group to amend its purchase price according to trading conditions.

Australian produce

The Group has a direct market and price risk from the sale of all Australian product which is managed by the Group's Australian

operations. As the largest single grower and supplier of Australian kiwifruit and nashi pears, the Group has developed strong

relationships with key retailers. The Group forecasts seasonal supply, monitors market conditions, develops a sales programme

around the needs of key retailers and controls product quality and supply to optimise market access and returns.

Seeka Australia is the Group’s single major international operation, exposing the Group to the Australian dollar. Foreign exchange risk

includes future commercial transactions, assets, liabilities and net investments. Currency exposure from net assets is managed

through borrowings in Australian dollars.

Accounting policies

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating

leases. Operating leases include short term orchard leases. Payments made under operating leases are charged to the statement of

financial performance on a straight line basis over the period of the lease, except for short term orchard leases where lease costs are

recognised at the same time as other crop related income and expenses.

b. Credit risk

Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions, as well as credit exposures to

customers, including outstanding receivables, derivative financial instruments and committed transactions.

The maximum credit risk is the financial loss to the Group if counterparties fail to discharge a contractual obligation. The Group's

maximum exposure is:

 the carrying amount of the respective recognised financial assets as stated in the consolidated statement of financial

position, and

 the amount of contingent liabilities, if any, in relation to the financial guarantees provided by the Group.

For banks and financial institutions, only registered banks or their subsidiaries are accepted. The Group does not generally require

any collateral or security to support financial instruments due to the quality of the financial institutions.

For customers, including outstanding receivables, the Group deals predominantly with growers for which it receives payment for post

harvest services directly from Seeka Growers Limited. Credit risk is therefore not considered significant.

Other than concentration of credit risk on liquid funds deposited with one bank with a high credit rating, the Group does not have any

other significant concentration of credit risk as trade receivables are spread over approximately 200 customers.

The following table details cash balances at balance date.

Seeka ANNUAL REPORT 2016
48 Notes to the financial statements

20162015

New Zealand dollars$000s $000s

Counter party

Westpac bank deposits1,688 1,192

1,688 1,192


c. Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities.

The Group’s policy is to regularly monitor its expected cash flows, liquidity requirements and its compliance with lending covenants, to

ensure that it maintains sufficient reserves of cash and adequate committed lines of funding from major financial institutions to meet

its liquidity requirements in the short and longer term. Cash flow forecasting allows for the seasonal nature of Group operations.

When cash flow exceeds working capital management, funds are invested in interest bearing current accounts.

At balance date, the Group had $114.8m (2015 - $115.6m) of available credit of which $74.4m (2015 - $54.2m) was drawn. All credit

lines are currently provided by one finance provider.

The following table details the remaining contractual maturities at balance date of the Group’s financial liabilities.

Less than 1

year

Betw een 1

and 2 years

Betw een 2

and 5 years

Over 5

years

New Zealand dollars$000s$000s$000s$000s

Group as at 31 December 2016

Trade payables21,703 - - -

Derivatives332 - - -

Bank borrow ings and current portion of term liabilities5,716 - - -

Term liabilities- 68,729 - -

Total27,751 68,729 - -

Group as at 31 December 2015

Trade payables24,854 - - -

Derivative liability254

Bank borrow ings and current portion of term liabilities1,630 - - -

Term liabilities- - 52,522 -

Total26,738 - 52,522 -


d. Capital risk

Capital risk management focuses on ensuring the Group continues to operate as a going concern and maintains an optimal capital

structure to support its business, maximise shareholder value, and the benefits delivered to other stakeholders.

The Group may maintain or adjust its capital structure by adjusting dividends, returning capital to shareholders, issuing new shares or

selling assets.

The Group monitors capital on the basis of shareholder equity ratio, as calculated by total shareholder funds divided by total assets.

The following table details the Group’s shareholder equity ratio at balance date.

20162015

New Zealand dollars$000s $000s

Total shareholder funds85,311 70,819

Total assets197,309 164,318

Shareholder equity ratio43.24%43.10%


The Group is subject to, and monitors, financial covenants imposed by its lenders, including maintenance of equity ratios and earnings

times interest cover. At no stage during the year did the Group breach any of its lending covenants. Refer to note 17.

Seeka ANNUAL REPORT 2016
49 Notes to the financial statements

e. Price risk - equity securities

The Group has minor exposure to equity securities price risk through incidental investments classified on the statement of financial

position either as available-for-sale or at fair value through profit or loss. The majority of these investments are in industry-related

entities, only some of which are publicly traded.

A 10% increase or decrease in equity investments with all other variables held constant, has minimal impact on the Group's profit and

equity reserves.

The Board periodically reviews the performance and strategic benefits of these investments. No other formal risk management

procedures are deemed necessary.

The decision to change the fair value of an investment is recorded through other comprehensive income or the statement of financial

performance whenever a previous revaluation reserve balance was available. When no such reserve existed, any related loss is

processed directly in the statement of financial performance, otherwise available reserves are utilised to offset the loss.

f. Cash flow interest rate risk

The Group's cash flow interest rate risk arises primarily from short and long-term variable rate borrowings from financial institutions.

The Board continuously reviews term borrowings and uses interest rate swaps to hold a portion of borrowings at fixed rates; these are

designated as effective hedging instruments and hedge accounting is applied.

The following table details interest rate and price sensitivity of the Group’s financial assets and liabilities and their impact on the

statement of financial performance or equity. Cash and advance balances do not attract interest and are not subject to pricing risk,

and have therefore been excluded from this analysis.

Profit Equity Profit Equity Profit Equity Profit Equity

New Zealand dollars$000s $000s $000s $000s $000s $000s $000s $000s $000s

At 31 December 2016

Financial Assets

Accounts receivable23,233 - - - - ( 1,488) ( 1,488) 1,488 1,488

Available for sale investments2,287 - - - - ( 11) ( 218)- 229

Derivative assets- - - - - - - - -

Financial Liabilities

Derivative liabilities332- ( 916)- 1,975- ( 630)- 630

Trade payables21,703 - - - - - - - -

Term liabilities68,729 495 495 ( 990) ( 990)- - - -

Bank borrow ings and current portion of

term liabilities

5,716 4141 ( 82) ( 82)- - - -

Total increase/ (decrease)- 536 ( 380) ( 1,072)903 ( 1,499) ( 2,336) 1,488 2,347

At 31 December 2015

Financial Assets

Accounts receivable24,129 - - - - ( 1,322) ( 1,322) 1,322 1,322

Investment in shares1,689 - - - - ( 49) ( 120)- 169

Financial Liabilities

Derivative liabilities254- ( 196)- 303- - - -

Trade payables24,854 - - - - - - - -

Term liabilities52,522 378 378 ( 756) ( 756)- - - -

Bank borrow ings and current portion of

term liabilities

1,630 1212 ( 23) ( 23)- - - -

Total increase / (decrease)- 390 194 ( 779) ( 476) ( 1,371) ( 1,442) 1,322 1,491

Carrying

amount

+10%

Interest Rate RiskPrice Risk

-1%+2%-10%



Seeka ANNUAL REPORT 2016
50 Notes to the financial statements

The following tables outline the expected undiscounted cash flows relating to the Group's outstanding term and current debt at

balance date.

Betw een

0 & 3

months

Betw een

3 & 6

months

Betw een

6 & 12

months

Betw een

1 & 2

years

Betw een

2 & 5

years

Over 5

years

New Zealand dollars$000s$000s$000s$000s$000s$000s

At 31 December 2016

Expected undiscounted cash flow s based

on current market interest rates

1,056 955 1,752 74,970 - -

Floating rate3.46%

Average term rate4.23%

At 31 December 2015

Expected undiscounted cash flow s based

on current market interest rates

849 921 1,788 3,297 60,482 -

Floating rate5.44%

Average term rate4.45%


Note 30. Determination of fair values

Fair value of financial assets

The following table analyses assets and liabilities carried at fair value.

The different levels are defined as:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement

date. Instruments in level 1 are comprised of equity holdings in Zespri Group Limited and irrigation water rights.

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: unobservable inputs for the asset or liability that have to be developed to reflect the assumptions that a market participant

would use when determining an appropriate price.

Level 1Level 2Level 3Total

New Zealand dollars$000s$000s$000s$000s

Biological assets - crop at cost - - 15,657

15,657

Biological assets - crop at fair value - - 389

389

Irrigation w ater rights 195 - -

195

Intangible assets - interest in leased land - - 345

345

Land - - 15,394 15,394

Buildings - - 80,440 80,440

Total land and buildings - - 95,834 95,834

Listed equity securities 1,701

1,701

Unlisted equity securities - - 586

586

Derivatives used for hedging (liability) - 332 -

332


The reconciliations for level 3 fair value requirements are shown.

 Land and buildings (note 9)

 Interest in leased land (note 10)

 Biological assets - crop (note 11)

 Unlisted equity securities (note 22)

Seeka ANNUAL REPORT 2016
51 Notes to the financial statements

The following table shows the valuation techniques used in the determination of fair values within level 3 of the hierarchy, as well as

the key unobservable inputs used in the valuation models.

TypeFair value MethodKey unobservable inputs

How unobservables impact

estimated fair value

Biological assets -

crop at cost

$ 15.66 m

Cost.

Biological assets -

crop at fair value

$ 0.39 m

Forecast yields.Increases with yields.

Market sales price.Increases w ith price.

Costs to harvest.Decreases w ith higher

costs.

Land and buildings, and

interest in leased land

$ 95.83 m

Comparative market rents and

applicable discount rate.

Increases w ith market rental,

and low er discount rates.

Comparative market sales. Increases w ith market sales.

Current level of building costs. Increases w ith building

costs.

Unlisted equity securities $ 0.59 m

Based on latest

information from

securities management.

Tested for impairment

w ith carrying amount

assesed at balance date.

Securities management

information on share price.

Increases w ith share price

information.

Reduces if cost is impaired

at balance date.

Fair value is determined

on a rolling 3-year cycle

by an independent valuer

using four different

approaches; replacement

cost approach, sales

approach, investment

approach and discounted

cash flow approach. See

accounting policies below

and note 9 for further

details.

Reduces if cost is impaired

at balance date.

Includes New Zealand

kiw ifruit and Australian

kiw ifruit, nashi, packham and

corella pears.

Cost - (yet to achieve

sufficient biological

transformation). Cost is

tested for impairment at

balance date using the

group's budgets on an

orchard by orchard basis.

Includes New Zealand

avocados and Australian

plums and speciality pears.

Estimated market value

less selling costs and

costs to market (have

achieved sufficient

biological transformation).


Accounting policies

Financial assets, liabilities and instruments

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure

purposes. Fair value measurements are categorised into a three-level hierarchy, based on the types of inputs to the valuation

techniques used.

The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and trading and available-for-sale

securities) is based on quoted market prices at balance date (level 1 inputs). The quoted market price used for financial assets held

by the Group is the current bid price; the appropriate quoted market price for financial liabilities is the current ask price.

The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined

using valuation techniques (level 2 inputs). The Group uses a variety of methods and makes assumptions that are based on market

conditions existing at each balance date. Quoted market prices or dealer quotes for similar instruments are used for long-term debt

instruments held. Other techniques, such as estimated discounted cash flows, are used to determine fair value for the remaining

financial instruments. The fair value of interest rate swaps are calculated as the present value of the estimated future cash flows.

Trade receivable and payables

The carrying value less estimated credit adjustments of trade receivables and payables are assumed to approximate their fair values

due to their short term nature. The fair value of financial assets and liabilities with unobservable (level 3 inputs) reflect the

assumptions that market participants would use when determining an appropriate price, additional disclosure is provided for the inputs

and assumptions used in such cases.

Land and buildings and interest in leased land

Fair value is determined on a rolling 3-year cycle by an independent valuer, with approximately one third of land and buildings assets

are value each year using four different approaches as described in note 9.

Seeka ANNUAL REPORT 2016
52 Notes to the financial statements

20162015

New Zealand dollars$000s $000s

Note 31

. Derivative financial instruments

Liabilities

Interest rate swap contracts and forward exchange contracts - cash flow

hedge

332 254


Group bank loans currently bear an average variable interest rate of 3.5% (Dec 2015 - 5.4%), with the Group using interest rate

swaps to protect the term portion of the loans. Swaps cover 64% (Dec 2015 - 93%) of the term liabilities at balance date and are

classified as held for trading or as cash flow hedges.

Cash flow hedges

The following table details the interest rate swaps.

Amount

$000s

Variable

RateLoan maturity

Hedge fixed rate

excluding bank

marginHedge expiry

Term Loan - NZD $10m 10,000 3.65% 28 February 20182.79% 30 December 2019

Term Loan - NZD $5m 5,000 3.65% 28 February 20184.64% 30 December 2017

Term Loan - NZD $4m 4,000 3.65% 28 February 20182.60% 30 December 2018

Term Loan - NZD $16.5m 16,500 3.25% 28 February 20182.60% 30 December 2018

Term Loan - AUD $17m 17,668 3.44% 28 February 20182.08% 30 December 2018


The following table details the forward exchange contracts:

Amount

$000sSpot rateHedge fixed rateHedge expiry

USD Hedges (multiple)1,848 0.70480.7036 31 December 2017

Euro Hedges (multiple)3,599 0.66820.625330 April 2019


The fair values of the interest rate swaps and forward exchange contracts are determined by Westpac and reviewed by the Board.

The gains and losses recognised in other comprehensive income appear in the statement of financial performance.

Accounting policies

Derivative financial instruments and hedging

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently re-measured to

their fair value at each balance date. The resulting gain or loss is recognised as a financing cost in profit or loss immediately unless

the derivative is designated and effective as a hedge instrument, in which event the timing of the recognition in profit or loss depends

on the nature of the hedge relationship. Derivatives are classified as current or non-current based on the effective date.

Hedge accounting

The Group designates certain derivatives as cash flow hedges. At the inception of the hedge relationship the Group documents the

relationship between the hedging instrument and hedged item, along with its risk management objectives and its strategy for

undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents

whether the hedging instrument that is used in a hedging relationship is highly effective in offsetting changes in cash flows of the

hedged item.

Cash flow hedge

Hedge accounting is discontinued when the Group revokes the hedge relationship, the hedging instrument expires or is sold,

terminated, exercised or no longer qualifies for hedge accounting. When a hedging instrument expires, is sold, or no longer meets the

criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in other comprehensive income and is

recognised when the forecast transaction is ultimately recognised in the statement of financial performance. When a forecast

transaction is no longer expected to occur, the cumulative gain or loss that was reported in other comprehensive income is

immediately transferred to the statement of financial performance within other gains / (losses).

Derivatives and financial instruments

The Board uses their judgement in selecting an appropriate valuation technique for financial instruments not quoted in an active

market. Valuation techniques commonly used by market practitioners are applied. For derivative financial instruments, assumptions

are based on quoted market rates and reliance placed on quotes provided by Westpac.

Seeka ANNUAL REPORT 2016
53 Notes to the financial statements

Note 32. Financial instruments summary

The following tables summarise the categories of the Group's financial assets and liabilities.

Loans and

receivables

Assets at

fair value

through

reserves

Available for

saleTotal

New Zealand dollars

$000s$000s$000s$000s

Financial assets as at 31 December 2016

Cash and cash equivalents1,688- - 1,688

Trade and other receivables excluding prepayments19,883- - 19,883

Non current trade and other receivables3,350- - 3,350

Available for sale financial assets- - 2,2872,287

Total 24,921- 2,28727,208

Liabilities at

fair value

through

reserves

Other

financial

liabilitiesTotal

New Zealand dollars

$000s$000s$000s

Financial liabilities as at 31 December 2016

Trade and other payables- 21,70321,703

Bank borrow ings- 5,7165,716

Derivative financial instruments332- 332

Term liabilities- 68,72968,729

Total33296,14896,480

Loans and

receivables

Assets at

fair value

through

reserves

Available for

saleTotal

New Zealand dollars

$000s$000s$000s$000s

Financial assets as at 31 December 2015

Cash and cash equivalents1,192- - 1,192

Trade and other receivables excluding prepayments20,357- - 20,357

Non current trade and other receivables3,772- - 3,772

Available for sale financial assets- - 1,6891,689

Total 25,321- 1,68927,010

Liabilities at

fair value

through

reserves

Other

financial

liabilitiesTotal

New Zealand dollars

$000s$000s$000s

Financial liabilities as at 31 December 2015

Trade and other payables- 24,85424,854

Bank borrow ings- 1,6301,630

Derivative financial instruments254- 254

Term liabilities- 52,52252,522

Total25479,00679,260

Seeka ANNUAL REPORT 2016
54 Notes to the financial statements

Accounting policies

The Group classifies its investments in the following categories: financial assets at fair value through profit or loss, loans and

receivables and available for sale financial assets. Classification depends on the purpose for which the investments were acquired.

The Group determines the classification of its investments at initial recognition and re-evaluates this designation at each balance date.

Regular purchases and sales of financial assets are recognised when the Group commits to purchase or sell the asset. Investments

are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss.

Financial assets carried at fair value through profit or loss are initially recognised at fair value, and transaction costs are expensed in

the statement of financial performance. Financial assets are derecognised when the rights to receive cash flows from the investments

have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. Available for

sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value.

Financial assets at fair value through profit or loss

This category has two sub categories: financial assets held for trading, and those designated at fair value through profit or loss on

initial recognition. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so

designated by the Group. Derivatives are also categorised as held for trading.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.

They arise when the Group provides money, goods or services directly to a debtor with no intention of selling the receivable. Loans

and receivables are included in receivables in the statement of financial position.

Available for sale financial assets

Available-for-sale financial assets, comprising principally marketable equity securities, are non-derivatives that are either designated

in this category or not classified in any of the other category. They are included in non-current assets unless the Group intends to

dispose of the investment within 12 months of balance date.

Purchases and sales of investments are recognised on trade date or the date on which the Group commits to purchase or sell the

asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through

profit or loss. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have

been transferred and the Group has transferred substantially all the risks and rewards of ownership.

Available for sale financial assets and financial assets at fair value through profit and loss are subsequently carried at fair value.

Loans and receivables and held to maturity investments are carried at amortised cost using the effective interest method. Realised

and unrealised gains and losses arising from changes in the fair value of the financial assets at fair value through profit or loss

category are included in the statement of financial performance in the period in which they arise. Unrealised gains and losses arising

from changes in the fair value of non-monetary securities classified as available for sale are recognised in other comprehensive

income in the available for sale investments revaluation reserve. However, if the loss is deemed to represent objective evidence of an

impairment, any additional loss over and above previous gains recognised in reserves will be recognised in the statement of financial

performance. When securities classified as available for sale are sold, the accumulated fair value adjustments are included in the

statement of financial performance as gains and losses from investment securities.

The fair values of quoted investments are based on current bid prices. If the market for a financial asset or unlisted security is not

active, the Group establishes fair value by using valuation techniques. These include reference to the fair values of recent arm’s

length transactions, involving the same instruments or other instruments that are substantially the same, discounted cash flow

analysis, and option pricing models refined to reflect the issuer’s specific circumstances.

Impairment of financial assets

At balance date the Group assesses whether there is objective evidence that a financial asset or group of financial assets is impaired.

In the case of equity securities classified as available for sale, a significant or prolonged decline in the fair value of a security below its

cost is considered in determining whether the security is impaired. If any such evidence exists for available for sale financial assets,

the cumulative loss is measured as the difference between the acquisition cost and the current fair value, less any impairment loss on

that financial asset previously recognised in profit and loss, is removed from equity and recognised in the statement of financial

performance. Impairment losses on equity instruments recognised in the statement of financial performance are not reversed through

other comprehensive income.

Seeka ANNUAL REPORT 2016
55 Notes to the financial statements

Note 33. Application of new and revised New Zealand International Financial Reporting Standards

Standards, amendments and interpretations to existing standards that are now in effect

The following new standard and amendments are mandatory for the first time in the current year and adopted by the Group.

NZ IAS 41 (Amendment) 'Agriculture'. (effective for annual periods beginning or after 1 January 2016). Early adoption was allowed.

Biological assets except for bearer plants are accounted for under IAS 41 while bearer plants are accounted for under IAS 16

'Property, Plant and Equipment'. The amendments also clarify that produce growing on bearer plants is to be accounted for under IAS

41. This amendment was adopted early by the Group and applied retrospectively from 1 January 2013.

NZ IFRS 3 'Business Combinations' (effective for annual periods beginning on or after 1 January 2016). The amendment requires an

investor to apply the principles of business combination accounting when it acquires an interest in a joint operation that constitutes a

business in NZ IFRS 3. Existing interests in the joint operation are not remeasured on acquisition of an additional interest, provided

joint control is maintained.

Standards, amendments and interpretations to existing standards that are not yet effective

The Group has not early applied the following new and revised standards, amendments or interpretations that have been issued but

are not yet effective:

NZ IFRS 15 'Revenue from contracts with customers' (effective for annual periods beginning on or after 1 January 2017). NZ IFRS 15

addresses recognition of revenue from contracts with customers. It replaces the current revenue recognition guidance in NZ IAS 18

Revenue and NZ IAS 11 Construction contracts and is applicable to all entities with revenue. It sets out a 5 step model for revenue

recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the

entity expects to be entitled in exchange for those goods or services. The Group has yet to assess NZ IFRS 15's full impact. The

Group will apply this standard from 1 January 2017.

NZ IFRS 9 ‘Financial instruments’ (effective for annual periods beginning on or after 1 January 2018). NZ IFRS 9 is to replace IAS 39

and will simplify the mixed measurement model as well as establish three primary measurement categories for financial assets:

amortised cost, fair value through OCI and fair value through profit and loss. Basis of classification depends on the entity's business

model and contractual cash flow characteristics of the asset. IAS 39 guidance on impairment and hedge accounting will continue to

apply.

NZ IFRS 16 'Leases' (effective for annual periods beginning on or after 1 January 2019). NZ IFRS 16 replaces the current guidance in

NZ IAS 17. Under NZ IFRS 16, a contract is, or contains, a lease if the contract conveys the right to control the use of an identified

asset for a period of time in exchange for consideration. Under NZ IAS 17, a lessee was required to make a distinction between a

finance lease (on balance sheet) and an operating lease (off balance sheet). NZ IFRS 16 now requires a lessee to recognise a lease

liability reflecting future lease payments and a ‘right-of-use asset’ for virtually all lease contracts. Included is an optional exemption for

certain short-term leases and leases of low-value assets; however, this exemption can only be applied by lessees.

For lessors, the accounting for leases under NZ IFRS 16 is almost the same as NZ IAS 17. However, because the guidance on the

definition of a lease has been updated (as well as the guidance on the combination and separation of contracts), lessors will also be

affected by the new standard.

The standard is effective for accounting periods beginning on or after 1 January 2019. Early adoption is permitted but only in

conjunction with NZ IFRS 15, ‘Revenue from Contracts with Customers.

The Group intends to adopt NZ IFRS 16 on its effective date and has yet to assess its full impact.


56

To the shareholders of Seeka Limited

The consolidated financial statements comprise:

 the statement of financial position as at 31 December 2016;

 the statement of financial performance for the year then ended;

 the statement of comprehensive income for the year then ended;

 the statement of changes in equity for the year then ended;

 the statement of cash flows for the year then ended; and

 the notes to the financial statements, which include significant accounting policies.

Our opinion

In our opinion, the consolidated financial statements of Seeka Limited (the Company), including its

subsidiaries (the Group), present fairly, in all material respects, the financial position of the Group as at 31

December 2016, its financial performance and its cash flows for the year then ended in accordance with

New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and International

Financial Reporting Standards (IFRS).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs NZ)

and International Standards on Auditing (ISAs). Our responsibilities under those standards are further

described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of

our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised) Code of

Ethics for Assurance Practitioners (PES 1) issued by the New Zealand Auditing and Assurance Standards

Board and the International Ethics Standards Board for Accountants’ Code of Ethics for Professional

Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these

requirements.

Our firm carries out other services for the Group in the areas of tax compliance and consultancy services.

The provision of these other services has not impaired our independence as auditor of the Group.


Independent auditor’s report


57

Our audit approach

Overview


An audit is designed to obtain reasonable assurance

whether the financial statements are free from material

misstatement.

Overall group materiality: $1.88 million, which represents

1% of Group revenue.

We selected 1% of revenue as the benchmark for our

materiality as we consider this is an appropriate measure

of performance of the Group. The Group operates in a

high volume low margin industry where net profit is not

representative of the scale of the Group.

KAM 1 –Valuation of Biological Assets – crop

KAM 2 – Valuation of Land and Buildings


Materiality

The scope of our audit was influenced by our application of materiality.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Group materiality for the consolidated financial statements as a whole as set out

above. These, together with qualitative considerations, helped us to determine the scope of our audit, the

nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both

individually and in aggregate on the consolidated financial statements as a whole.

Audit scope

We designed our audit by assessing the risks of material misstatement in the consolidated financial

statements and our application of materiality. As in all of our audits, we also addressed the risk of

management override of internal controls including among other matters, consideration of whether there

was evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on

the consolidated financial statements as a whole, taking into account the structure of the Group, the

accounting processes and controls, and the industry in which the Group operates.

We audited both the New Zealand and Australian operations of the Group at a materiality level calculated

by reference to a proportion of Group materiality appropriate to the relative scale of the business concerned

or based on materiality calculated for statutory reporting purposes where the statutory materiality was

lower than that allocated in the Group calculation.

Key audit matters are those matters that, in our professional judgment, were of most significance in our

audit of the consolidated financial statements of the current year. These matters were addressed in the

context of our audit of the consolidated financial statements as a whole, and in forming our opinion

thereon, and we do not provide a separate opinion on these matters.


58


Key audit matter How our audit addressed the key audit

matter

Valuation of Biological Assets - crop

Biological assets are disclosed in note 11 of the financial

statements and are comprised of the crops on the vines

and trees on the Group’s leased and owned orchards.

Biological assets are recorded at fair value. The method to

determine fair value depends on the degree of biological

transformation (the maturity of the fruit) at balance date.


Management exercise judgement utilising industry

knowledge and internal experts in determining the level of

biological transformation at balance date. When

insufficient biological transformation has occurred, the fair

value is the costs incurred at balance date to grow the

crops (so long as the costs are considered recoverable).


Management assessed the recoverability of costs by

comparing the carrying amount to budgeted costs at year

end and ensuring that actual costs incurred plus costs to be

incurred in order to get the crop to market did not exceed

budgeted revenues from the sale of the crops.

Management use historical results and anticipated crop

levels as a basis for budgeted revenues.


The total value of biological assets at balance date was

$16.0 million. Of this amount, $15.7 million (98%) used

cost as a proxy for fair value.



Our audit focused on the judgements used to determine the

crop value including the degree of biological transformation,

the attribution of costs capitalised to the following year’s crop

and the recoverability of capitalised costs.

Our audit procedures included:

-

Gaining an understanding of the crop life cycle and

growth periods with reference to relevant

independent horticultural industry information to

determine the appropriateness of management’s

assessment of biological transformation.

-

Selecting a sample of expenses that were capitalised

and agreed to invoices to determine whether

capitalisation was valid and directly related to the

unharvested crop at 31 December 2016.

-

Reviewing management’s assessment of the

recoverability of capitalised costs which uses

judgement to estimate the expected crop yield and

future selling price.

-

Finally we performed an independent evaluation of

impairment indicators by utilising external and

internal sources of information to support key

metrics included in forecasts such as production

rates, or yields, and expected crop sales values.

Additionally we evaluated the historical accuracy of

management’s forecasting.

The results of our procedures did not identify any

material inconsistencies with management estimates.

Valuation of Land and Buildings

As reflected in note 9 of the financial statements the Group

has a policy of revaluing their land and buildings on a three

year rolling cycle, (excluding assets under construction).

At each balance date approximately one third of the

Group’s assets are revalued by an independent external

valuer. The Group then utilises their internal valuation

expertise to determine, based on the results of the third

party valuations, that the remaining asset values remain

appropriate and materially reflect fair value.


Because the Group does not possess the internal valuation

capability to assess the appropriateness of the carrying

value of the Australian land and buildings relative to

estimated fair value management engaged an independent

third party valuer based in Australia to reconfirm the

carrying values are materially consistent with fair value.

The value of Group’s land and building at year end is $95.8

million.

Our audit focused on the judgement inherent in valuations.


Our procedures included:

-

Assessing the objectivity and competence of

valuation experts and third party valuers, in addition

to assessing the independence of the third party

valuers utilised by management.

-

Utilising our own internal valuation expert. We have

assessed whether or not key assumptions used in the

external valuation were relevant by comparing the

valuation assumptions and inputs used, such as

capitalisation and discount rates, to externally

available data. Where external data was not

available our internal valuation specialist has

utilised his experience and knowledge to determine

whether the assumptions used by the third party

valuer were reasonable and appropriate in the

circumstances.

-

Reviewing and challenging management’s

assessment of the carrying values of the land and

buildings not independently revalued during 2016 by

preparing our own independent assessment of

valuation ranges using our internal valuation expert.

As a result of the audit procedures performed, the values

determined by management were within ranges that were

considered appropriate in the context of our audit.




59

Information other than the financial statements and auditor’s report

The Directors are responsible for the annual report. Our opinion on the consolidated financial statements

does not cover the other information included in the annual report and we do not and will not express any

form of assurance conclusion on the other information.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be

materially misstated. If, based on the work we have performed on the other information that we obtained

prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other

information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the consolidated financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the

consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal control as

the Directors determine is necessary to enable the preparation of consolidated financial statements that are

free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible for assessing the Group’s

ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using

the going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease

operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements, as a

whole, are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report

that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an

audit conducted in accordance with ISAs NZ and ISAs will always detect a material misstatement when it

exists. Misstatements can arise from fraud or error and are considered material if, individually or in the

aggregate, they could reasonably be expected to influence the economic decisions of users taken on the

basis of these consolidated financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the

External Reporting Board’s website at:

https://xrb.govt.nz/Site/Auditing_Assurance_Standards/Current_Standards/Page1.aspx

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken

so that we might state those matters which we are required to state to them in an auditor’s report and for no

other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone

other than the Company and the Company’s shareholders, as a body, for our audit work, for this report or

for the opinions we have formed.


The engagement partner on the audit resulting in this independent auditor’s report is Pip Cameron.

For and on behalf of:



Chartered Accountant Auckland

27 February 2017

Seeka ANNUAL REPORT 2016
60

Directors


Fred Hutchings

Independent Chairman

Fred has extensive commercial and business experience as a partner at PricewaterhouseCoopers for 27 years. He is chairman of Tui

Products Limited a director of Speirs Group Limited and Speirs Food Limited. He is a Past President of Chartered Accountants

Australia and New Zealand.


Malcolm Cartwright

Deputy Chairman

A kiwifruit orchadist and former director of KNZ, Malcolm is a former chairman and is a council member of Seeka Growers Limited and

a director of AvoFresh Limited.


Martyn Brick

Director

Martyn has extensive experience in agribusiness having worked in a rural banking, finance, and in horticulture. He is a former director

of Te Awanui Huka Pak and former chairman of the Te Awanui Growers Council.


John Burke

Director

John is a kiwifruit orchardist and a farmer. He has an agribusiness background and qualifications. Previous positions include general

manager KVH and chief executive Te Awanui Huka Pak. Before entering the kiwifruit post harvest business, John operated a rural

valuation and consultancy practice.


Amiel Diaz

Director

Mel has been in the fresh produce business in Asia particularly the Philippines and Japan as head of the Philippine subsidiaries of

Farmind Corporation. He also has extensive executive management experience in technology, telecommunications, manufacturing,

finance, service, business consultancy and fresh produce industries over the last 30 years serving in various executive positions,

board memberships and advisory roles.


Ashley Waugh

Independent Director

Ashley has extensive experience in the fresh food industry having worked within the Australasian fast moving consumer goods

(FMCG) markets for over 30 years, and has also had considerable global experience in the FMCG, Foodservice and Ingredients

markets. Ashley was the CEO of Australian dairy foods and juice giant National Foods up to its merger with Lion Nathan in 2009. His

prior business experience was with the New Zealand Dairy Board and Ford Motor Company.


He currently serves on the Board of Colonial Motor Company, and Fonterra Group as a farmer elected director. He is the Chairman of

Moa, New Zealand’s largest craft brewer.


Ashley Chairs the Audit and Risk Committee at Seeka.


Peter Ratahi Cross

Director

Ratahi is the Chairman of several Trust Boards throughout the Eastern areas of the North Island. He chairs Te Awanui Huka Pak

Limited and Ngāi Tūkairangi Trust, the largest Māori kiwifruit grower in New Zealand. The orchard is the jewel in the crown of Māori

kiwifruit orchards and is situated on the Matapihi Peninsula at Mount Maunganui.

Ratahi has a background in natural science specialising in native flora and fauna, he also lectures in Māori history for several tribes he

belongs to.

Seeka ANNUAL REPORT 2016
61

Directors' interests in subsidiaries

The following table shows the position of Group officers in Group subsidiary companies in the year to 31 December 2016.

Subsidiary company

Michael Franks

Chief executive officer

Stuart McKinstry

Chief financial officer

Anthony Motion

Independent director

Seeka Australia Pty Limited Director Director Director

Seeka Pollen Australia Pty Limited Director Director Director

Seeka Fresh Limited

Director Director

Integrated Fruit Supply & Logistics Limited

Director

Kiwi Coast Growers (Te Puke) Limited

Director Director

Enviro Gro Limited

Director

Seeka Growers Limited

Director

Eleos Limited

Director Director

Avofresh Limited

Director

Seeka Te Puke Limited

Director Director

Glassfields (NZ) Limited

Director Director

Guaranteed Sweet Limited

Director Director


Seeka ANNUAL REPORT 2016
62

Disclosures

The annual report is based on audited financial statements. The disclosures are made in accordance with Section 211 of the

Companies Act 1993 and the NZX Main Board Listing Rules.

Principal activities

The principal activities of the Group are to provide orchard lease and management, and post harvest service activities to the

horticulture industry. The Group also provides retail services including ripening and delivery for customers in New Zealand and

Australia and wholesale market services to independent operators in New Zealand.

The nature of the Company's business has not changed in the year to 31 December 2016 under review.

Dividends

During the year ended 31 December 2016, a fully imputed dividend of $0.10 per share was paid on 24 March 2016.

During the year ended 31 December 2016, a fully imputed dividend of $0.10 per share was paid on 29 September 2016.

Donations

No donations were made by the Company or its subsidiaries during the year ended 31 December 2016.

Directors holding office during the year

The directors holding office during the year and as at 31 December 2016 were:

Fred Hutchings Martyn Brick

(1)


Ashley Waugh Peter Cross

(1)

(Appointed 1 March 2016)

Malcolm Cartwright

(1)

John Burke

(1)


Amiel Diaz

(1)

Neil Te Kani

(1)

(Retired 12 February 2016)

(1) Non-independent Directors

Use of Company information

During the year the Board received no notices from directors requesting them to use company information which would not otherwise

have been available to them.

Directors shareholding

Directors held a relevant interest in the following shares at 31 December 2016:

Current Directors

Beneficially

held shares

Non-beneficially

held shares

F Hutchings - Walker Nominees

10,000 -

M Cartwright 75,325 -

J Burke - J&D Holdings Limited

34,323 -

M Brick - Omega Kiwifruit & Strathboss Kiwifruit Limited

391,706 -

A Waugh

4,300 -

P Cross

- 1,320,300


Seeka ANNUAL REPORT 2016
63

Meeting attendance

The following table details the number of board and committee meetings the directors were eligible to attend and did attend during the

course of the 2016 financial year.

Board of Directors Remuneration Committee Audit Committee

Position Held Attended Position Held Attended Position Held Attended

Fred Hutchings Chairman 13 13 Chairman 3 3 Ex-officio 7 7

Malcolm Cartwright Deputy Chair 13 13 Member 3 3

Martyn Brick Director 13 12 Member 7 6

John Burke Director 13 13 Member 7 6

Amiel Diaz Director 13 13

Peter Cross Director 13 11 Member 3 3

Ashley Waugh Director 13 12 Chairman 7 7

Neil Te Kani (Retired

12 February 2016)

Director - -


Seeka ANNUAL REPORT 2016
64

Share dealings

The following table shows transactions recorded in respect of shares disposed of by directors interests, either directly or indirectly, in

the year to 31 December 2016.


Quantity

Closing

Balance $ Value


M Brick - Omega Kiwifruit & Strathboss Kiwifruit Limited

Restated Opening Balance 1 January 2016

367,642

Purchase – 7 September 2016

24,064 391,706 $4.40

Closing Balance

391,706


J Burke - J & D Burke Holdings Limited

Opening Balance 1 January 2016

22,660

Purchase - 3 March 2016

11,000 33,660 $3.80

Purchase - 7 September 2016

649 34,309 $4.40

Purchase - 7 September 2016

14 34,323 $4.27

Closing Balance

34,323


M Cartwright

Opening Balance 1 January 2016

66,930

Purchase - 24 March 2016

1,656 68,586 $3.76

Purchase - 7 September 2016

5,132 73,718 $4.40

Purchase - 29 September 2016

1, 607 75,325 $4.27

Closing Balance

75,325


F Hutchings - Walker Nominees Limited

Opening Balance 1 January 2016

10,000

Closing Balance

10,000


P Cross

Opening Balance 1 January 2016

1,300,224

Purchase – 24 March 2016

812 1,301,036 $3.76

Purchase – 7 September 2016

18,136 1,319,172 $4.40

Purchase – 29 September 2016

1,128 1,320,300 $4.27

Closing Balance

1,320,300


A Waugh

Opening Balance 1 January 2016

4,300

Closing Balance

4,300

Directors of Group subsidiary companies did not undertake any share dealings in those companies.

Seeka ANNUAL REPORT 2016
65

Directors’ interests

During the year the Group undertook transactions with the directors as "Related Party Transactions". At 31 December 2016, the

following general disclosures of interests have been made by the directors in terms of section 140 (2) of the Companies Act 1993.

Directors of the company

Name

Director Shareholder Other


F Hutchings

Amwell Holdings Limited




Walker Nominees Limited




Seeka Employee Share Plan Trustees Limited




Speirs Group Limited and subsidiaries


Tui Products Limited



M J Cartwright

Seeka Growers Limited




Seeka Employee Share Plan Trustees Limited




AvoFresh Limited




Zespri International Limited





MJ & HC Cartwright Trust

Beneficiary / Trustee


M Brick

Strathboss Kiwifruit Limited




Seeka Growers Limited




Omega Kiwifruit Limited




Katoa Partnership

Manager

Zespri International Limited





Rokeby Trust

Beneficiary


J Burke

J & D Burke Holdings Limited




Rokeby Trust

Trustee

Zespri International Limited






A Diaz

Farmind Philippines Inc.



Officer

Farmind Corporation of Japan

Officer


A Waugh

Primrose Hill Farm (Puke-Roha Limited.) - Te Awamutu




Moa Group Limited




The Colonial Motor Group Limited




Fonterra Co-operative Group Limited





P Cross

Ngai Tukairangi Trust

Trustee / Chairman

Te Awanui Huka Pak Limited









Directors of subsidiaries




Name Director Shareholder Other



S McKinstry



Rivas Orchard Limited




R&M Orchards Limited





Michael Franks and Anthony Motion have not made any general interest disclosures in respect of New Zealand incorporated

subsidiaries other than those disclosed on page 61 along with Stuart McKinstry.

Seeka ANNUAL REPORT 2016
66

Remuneration and other benefits

Directors fees and other remuneration paid to Seeka Limited’s Directors during the year was:

Director Directors fees

F Hutchings $90,000

A Waugh $60,000

M Cartwright

$50,000

M Brick

$50,000

J Burke

$50,000

A Diaz

$50,000

P Cross

$41,667

N Te Kani

$4,167

Total

$395,833


Directors fees and other remuneration paid to Directors of subsidiaries during the year was:

Director Directors fees

A Motion $28,381

Michael Franks and Stuart McKinstry did not receive remuneration as directors but were compensated as part of their employment.

Remuneration of employees

The Group had 76 (December 2015 - 63) current employees, including 3 employees (December 2015 – nil) employed by subsidiaries,

and 5 (December 2015 - 1) former employees, that are not directors whose annual cash remuneration and benefits (including motor

vehicles and termination costs) exceed $100,000 in the financial year.

Remuneration Current year Prior year

Continuing Former Continuing Former


$100,000 - $109,999 14 1 14 -

$110,000 - $119,999

16 - 15 1

$120,000 - $129,999

9 1 6 -

$130,000 - $139,999

9 1 5 -

$140,000 - $149,999

6 - 5 -

$150,000 - $159,999

3 - 4 -

$160,000 - $169,999

4 - 3 -

$170,000 - $179,999

2 1 2 -

$180,000 - $189,999

1 - 2 -

$190,000 - $199,999

2 - -

$200,000 - $209,999

2 - 1 -

$210,000 - $219,999

- - 1 -

$240,000 - $249,999

- - 2 -

$250,000 - $259,999

2 - - -

$260,000 - $269,999

1 1 - -

$290,000 - $299,999

1 - 2 -

$300,000 - $309,999

1 - - -

$350,000 - $359,999

1 - - -

$380,000 - $389,999

1 - - -

$610,000 - $620,000

- - 1 -

$720,000 - $729,999

1 - - -

TOTAL 76 5 63 1


Remuneration during the year included Key Performance Indicator payments for both the prior year and current year ended 31

December 2016.

Employee remuneration of employees employed by overseas incorporated subsidiaries that are remunerated in currencies other than

New Zealand Dollars has been converted into New Zealand Dollars using the average exchange rate for the year ended 31 December

2016. The impact of movements in exchange rates from period to period has been reviewed and has not significantly changed the

disclosure above.

Seeka ANNUAL REPORT 2016
67

Indemnity insurance

Clause 9.7 of the Constitution allows the Company to indemnify and insure directors to the extent permitted by the Companies Act

1993.

The Company has provided insurance for all directors, including directors of subsidiaries.

Directors and offices composition

As at 31 December 2016 the gender composition of the Company’s Directors and Officers was as follows:


Current year Prior year

Male Female Male Female

Directors 7 - 7 -

Officers 2 - 2 -

TOTAL 9 - 9 -


Summary of waivers granted by NZX

On 1 September 2014, NZX granted Seeka a waiver from NZX Main Board Listing Rule 7.11.1 in relation to its grower incentive

scheme in respect of the 2014, 2015 and 2016 kiwifruit supply seasons.

Listing Rule 7.11.1 requires an issuer to issue shares within 5 business days after the latest date on which applications for those

shares close. Under Seeka's grower incentive scheme, a grower is required to return an entitlement and acceptance form prior to 31

March in the relevant supply season in order to participate in the scheme. However, a participating grower would not be issued shares

under the scheme until 7 September of the relevant supply and any future supply season(s), which is later than the 5 business day

period required by Listing Rule 7.11.1.

Accordingly, NZX has granted Seeka a waiver from the requirements of Listing Rule 7.11.1 for the purposes of its grower incentive

scheme. A condition of the waiver is that Seeka must issue shares within 5 business days of 31 August in each of the relevant supply

seasons.

Seeka ANNUAL REPORT 2016
68

Corporate governance statement

This statement is an overview of the Group's main corporate governance policies, practices and processes

adopted or followed by the Board of Directors. The Group's corporate governance processes do not

materially differ from the principles set out in the NZX Corporate Governance Best Practice Code.

Responsibilities and functions of the board

The Board of Directors is responsible for the direction and oversight of 'Seeka Limited and its controlled entities' (the Company) on

behalf of the shareholders.

Responsibility for day to day operations and administration is delegated by the Board to the chief executive officer.

All directors, managers and employees are expected to act with the utmost integrity and objectivity, striving at all times to enhance the

reputation and performance of the Company.

Each director has the right to seek independent professional advice at the Company's expense.

The directors act collectively as the Board, but in carrying out functions as a member of the Board, each director has a duty to act

honestly and with reasonable care and diligence.

Composition of the board

The Company's constitution provides that there shall not be fewer than three directors, and, unless otherwise determined by the

Company in a general meeting, the number, of ordinary directors shall not exceed seven.

At each annual meeting, one-third of the ordinary directors shall retire from office. A retiring ordinary director shall be eligible for re-

election.

The chairman is elected annually by the Board at the first directors' meeting following the ASM.

Dealings in company shares

Directors or senior executive can buy or sell shares within the guidelines of the NZX.

Committees

The following permanent committees assist in the execution of the Board's duties. Committee members are appointed from members

of the Board and membership is reviewed on an annual basis.

All matters determined by committees are submitted to the full Board as recommendations for Board decisions.

Audit and risk committee

The audit committee is comprised of three non-executive directors.

The role of the committee is to advise on the establishment and maintenance of the framework of internal control and appropriate

ethical standards. The chief executive, chief financial officer and external auditors are invited to audit committee meetings as deemed

necessary. The committee is comprised of Ashley Waugh, John Burke and Martyn Brick.

The responsibilities of the audit committee include:

 reviewing the annual reports and financial information

 liaising with the external auditors

 reviewing the systems and internal controls

 improving the quality of the accounting function

 establishing a formal risk management policy and programme.

The audit committee reviews the external audit process on an annual basis and oversees the implementation of any

recommendations and changes to accounting practices adopted by the Company.

Remuneration committee

The remuneration committee is comprised of three non-executive directors. The role of the committee is to recommend appropriate

remuneration packages for the senior executive and directors. The committee is comprised of Fred Hutchings, Malcolm Cartwright

and Peter Ratahi Cross

The responsibilities of the remuneration committee includes:

 review and recommend to the Board any changes regarding the chief executive officer's appointment, remuneration and

succession planning.

 review of the Company's compensation policy and procedures for all employees

 management of risk and compliance with statutory and regulatory requirements of human resources.

Seeka ANNUAL REPORT 2016
69

Internal control

The Board is responsible for the overall internal control framework of the Company. No cost effective control system will preclude all

errors and irregularities, however to safeguard the assets of the Company and ensure that all transactions are recorded and

appropriately reported the Board has instigated and monitors the internal control system.

Business risks

The chief executive officer is required to identify and report on the major risks affecting each business segment and to develop

strategies to mitigate these risks.

The role of the shareholders:

The shareholders appoint ordinary directors and they approve major business decisions affecting the Company as prescribed in the

Company's constitution.

The Board of Directors ensures shareholders are informed of all major developments affecting the Company's state of affairs.

Proposed major changes in the Company which may impact on share ownership rights are submitted to a vote of the shareholders.

Seeka ANNUAL REPORT 2016
70

Shareholder analysis

To 50 shareholders at 17 February 2017

Farmind Corporation - Japan 2,800,567 Custodial Services Limited 77,938

Sumifru Singapore Pte Limited

2,093,558 Birdwood Farms Limited 76,562

Te Awanui Huka Pak Limited

1,267,410 MJ Cartwright & HC Cartwright & Others 75,325

Seeka Employee Share Plan

743,600 AJ Northcote Hill & JM Hill & Others 73,890

CW Flood & M Schlagel

477,130 HO Wright 71,362

National Nominees New Zealand Limited

386,732 Strathboss Kiwifruit Limited 71,312

Omega Fruit Limited

320,394 Forsyth Barr Custodians Ltd 65,401

J & PC Law

310,240 Bowyer Orchards Limited 63,683

AL Bayliss & CJ McFadden

234,457 JP Jensen & PJ Jensen 62,867

Burts Orchards (1997) Limited

195,922 Penmaen Limited 58,535

GA Cole

188,862 CR Malcolm & HA Malcolm 54,872

S Moss

168,016 Bnp Paribas Nominees NZ Limited 54,722

LJ Christie

125,000 T&G Hawthorn, G Hawthorne & Others 53,076

J Slater & RA Slater

122,291 PR Cross & N Te Kani 52,890

New Zealand Permanent Trustees Limited

114,751 RD & CB Clarke 49,529

GK & DJ Oakley & Others

106,441 MG Franks 49,120

MC & HF Salt

103,770 DW Hay 46,085

HSBC Nominees (New Zealand) Limited

102,737 DJ Hicks & JF Hicks & DR Pilbrow 45,700

Custodial Services Limited

101,617 DM Reid & BA Reid & JA Stewart 45,566

D Grindell

100,055 JE Bourke & RJ Bourke 44,837

J Slater & RA Slater

100,000 CW Flood 42,983

BJ & L Cotton-Stapleton

87,954 HM Bowyer 42,255

MI Tremain & BM Tremain

86,963 IG Arnot 42,000

ID Greaves & NA Greaves & CM Thompson

84,395

LM Marx & WB Sheather & PV Sheather &

SM Palmer 41,438

BF Grafas

79,771 SE Fisher & JA Fisher 40,662


Analysis of shareholder by size at 17 February 2017**


Number of

shareholders Shares held

Percentage

of

shareholders

Percentage

of shares

Average

holding


Up to 1,000 shares 407 207,808 29.51% 1.19% 511

1,001 to 5,000 shares

602 1,530,318 43.82% 8.77% 2,542

5,001 to 10,000 shares

188 1,355,418 13.52% 7.76% 7,210

10,001 to 100,000 shares

165 4,306,130 11.92% 24.67% 26,098

100,001 shares or more

16 10,058,908 1.24% 57.62% 628,682

Total 1,378 17,458,652 100.0% 100.0% 12,670


Substantial Product holders at 17 February 2017*



Shares held

Percentage of

shareholders


Te Awanui Huka Pak Limited 1,267,410 7.26%

Sumifru Singapore PTE Ltd

2,093,558 11.99%

Farmind Corporation - Japan

2,800,567 16.04%


*All shares fully paid up

**Shares that are fully paid and have voting rights

---

1
2016 was an exciting year for Seeka, one with considerable change including shortening our name to Seeka Limited as a result of a

rebranding programme that presents us in a more modern and fresh way.

In addition to Seeka producing a record profi t and delivering operational improvements, outstanding fruit handling results were

achieved for our growers and customers. The company successfully handled record kiwifruit volumes in New Zealand, delivered

leading avocado returns from its targeted export programmes, initiated its Australian business operations and continued to

develop its retail services business centred on its tropical fruits category in New Zealand. Our strategy of focussing on excellence in

everything we do has delivered outstanding results for our stakeholders.

KEY FINANCIAL METRICS

• $191.32m total revenue — up 35% on the previous corresponding period (pcp)

• $24.76m EBITDA — up 78% on pcp

• Excluding the eff ect of insurance settlement ($ 3.63m), EBITDA totalled $21.14m — up 52% on pcp.

• $16.96m EBIT — up 135% on pcp

• $10.39m net profi t after tax — up 143% on pcp

• $0.65 basic earnings per share — compared with $0.29 pcp — up 124%

• $197.31m total assets — up 20%

• $4.88 net asset backing per share — compared with $4.34 at 31 December 2015

• $68.73m long term borrowings — up 31%

• $1.25 increase in share price for the year

Seeka’s audited profi t after tax for the year ended 31 December 2016 totals $10.39m which is within the forecast range of $9.5m to

$10.6m. The resulting basic earnings per share of $0.65 is also within the forecast range of $0.59 to $0.66.

KEY OPERATIONAL HIGHLIGHTS

• Handling a record 32.44m trays of New Zealand kiwifruit — up 17% on pcp

• Excellent New Zealand kiwifruit performance; 2.68% fruit loss for Hayward conventional, (pcp 7.66%), 1.11% for Hayward

organic ( pcp 3.58%) and 0.35% for SunGold (pcp 1.85%)

• Excellent avocado returns of $26.86 per tray (pcp $16.64) — again delivering industry-leading returns to growers

• First harvest of produce grown by Seeka Australia

• Construction of additional coolstores and new kiwifruit packing machine in Australia

• Establishment of Australian nursery operations and the trialling of approximately 10 hectares of new varieties in Australia

• Integration of Seeka Australia team and systems

• Settlement of the Oakside mitigation losses at $3.63m

• Reinstatement of the Oakside facility following the March 2015 fi re

• Purchase of the Kiwi Crush range of products

• Successful rebrand of Seeka

• Major infrastructure and capacity build with coolstore and precooler expansion at two of our main sites at Main Road Katikati

and KKP in Maketu

• 9,500 new Seeka Surestore plastic bins added to the business

• Purchase of Seeka 360 property at Young Road, Paengaroa, and initial site refurbishment for Seeka’s new headquarters

DIVIDEND

The directors have declared a fully imputed dividend of $0.10 per share. The dividend will be paid 24 March to those shareholders on the

register at 5pm on 17 March, 2017. The dividend reinvestment plan will apply. This dividend declaration brings fully imputed dividends

distributed to shareholders relating to the 2016 fi nancial year to $0.20 per share, compared to $0.19 per share relating to the 2015

fi nancial year.

27 February 2017

Seeka Limited

12 Months to 31 December 2016 [Audited]

2
SHARES ISSUED

Seeka issued 1,132,922 shares during the year:

• 68,698 for the dividend reinvestment plan

• 398,100 to the Seeka employee scheme — approximately 4% of company shares are held for employees under this scheme

with the fi rst vesting occurring in October 2017

• 666,124 for the fi nal year of the successful grower share scheme

By helping nearly all growers become shareholders, the grower share scheme secured loyalty during the period of uncertainty created

by Psa, with participating growers benefi ting from Seeka's strong performance from secure crop volumes. In return for committing

to supply Seeka over the scheme's three-year period, growers were issued 2,010,226 shares (11.5% of Seeka's total shares) at a total

issue value of $7.26m. By the end of 2016, these shares had a market value of $9.45m. Combined with $0.57m of dividend payments,

this represents a total capital and dividend gain of $2.76m — a 38% return to growers on the issue value.

COMMENTARY

Seeka remains in a strong period of growth. Fuelled by increasing New Zealand kiwifruit volumes the company has invested in

growing its New Zealand capacity and improving existing infrastructure. Kiwifruit volumes increased by 17% to 32.44m trays. At the

same time Seeka integrated its Australian business and set a platform for growth in that market. As a result, the company has year-

round branded produce in the Australian market. Turnover increased to $229.40m (up 24%) and revenue to $191.32 (up 35%).

Profi tability continues to improve refl ecting economies of scale. EBITDA increased by 78% to a record $24.76m.

Basic earnings per share is up to $0.65 compared to $0.29 in the pcp.

Seeka invested $43.06m in its New Zealand kiwifruit business and in orcharding, packing and fruit storage in Australia. Investments

included:

• $16.94m developing New Zealand kiwifruit coolstore and packing infrastructure

• $3.98m acquiring the strategic property of Seeka 360

• $2.01m acquiring the Pukenga orchard — a strategic land bank for future post-harvest development

• $2.36m in the ongoing rollout of plastic bins

• $4.74m upgrading New Zealand kiwifruit packing equipment ahead of 2017

• $9.78m upgrading other New Zealand plant, property and equipment

• $3.25m developing Australian orchards and post harvest facilities

To fi nance these investments Seeka increased net debt (all interest-bearing debt less cash deposits) by $19.80m to $72.76m while

total assets grew to $197.31m.

Seeka continues to:

• Focus on building and delivering shareholder wealth and increasing dividends. During the year the company successfully

integrated Seeka Australia, including implementing our business systems into our Australian operations. At the same time the

company focused on its core kiwifruit business by delivering packing and coolstorage capacity to process a record 32.44m trays

in New Zealand and 0.66m trays in Australia, along with 1,523 tonnes of nashi pears and 1,790 tonnes of European pears; the

other major crops Seeka grows in Australia.

• Evaluate options to handle increasing kiwifruit volumes and minimise costly investments, and strive for improvements that

deliver leading results. The company continues to look for opportunities to innovate, expand or diversify to secure long-term

growth and sustainable profi tability.

• Focus and take advice on its fi nancial position and balance sheet to pursue growth opportunities.

Implementing Seeka’s strategy may result in the company undertaking value-accretive acquisitions or further expanding geographical

boundaries. Our vision remains to be “New Zealand’s Premier Produce Business”.

FOR MORE INFORMATION CONTACT

Michael Franks Stuart McKinstry

Chief Executive Chief Financial Offi cer

021 356 516 021 221 5583

27 February 2017

Seeka Limited

12 Months to 31 December 2016 [Audited]

3
Reporting period for year ended 31 December 2016.

FINANCIAL SUMMARY

Revenue from ordinary activities ($000) $ 191,317 up 35%

Profit from ordinary activities before tax attributable to security holders ($000) $ 13,612 up 159%

Net profit attributable to security holders ($000) $ 10,385 up 143%

EBITDA before revaluations and impairments ($000) $ 24,764 up 78%

EBITDA before revaluations, impairments and income from insurance ($000) $ 21,137 up 52%


Year ended Year ended

EARNINGS PER SHARE 31 December 2016 31 December 2015

Basic earnings per share $ 0.65 $ 0.29

Diluted earnings per share $ 0.62 $ 0.27

Net asset backing per share $ 4.88 $ 4.34

Net tangible assets per share $ 4.34 $ 3.76

NOTES AND TABLES

1. This announcement should be read in conjunction with the attached 2016 annual report (Audited). A copy of the 2016 annual

report can also be found on Seeka's website www.seeka.co.nz.

2. EBITDA before revaluations and impairments is considered by the board to be a key measure of performance and a refl ection

of cash fl ow generation.

3. EBITDA before revaluations, impairments and income from insurance removes the eff ect of the insurance settlement in 2016

and is a better refl ection of ongoing cash fl ow generation.

4. The Directors consider that turnover is a useful measure for the readers of the Group fi nancial statements as it provides an

indication of the Group's operating activity including the value of sales as an agent made on behalf of growers and suppliers

but where the Group is considered as the vendor by the end customer.

Revenue ($000s) 2016

Turnover 229,397

Value of sales made as agent ( 38,080)

Revenue $ 191,317

EBITDA

($000s) 2016

Net profit before tax $ 13,612

Impairment charges and revaluations

Impairment of assets 118

Impairment of investments in shares 340

Impairment of investments in associates 38

(Gain) on revaluation of land and buildings ( 347)

Depreciation and amortisation 7,187

Amortisation of intangibles 470

Interest 3,346

EBITDA before impairments and revaluations $ 24,764

27 February 2017

Seeka Limited

12 Months to 31 December 2016 [Audited]

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.