Seeka announces its 31 December 2016 result
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.