T&G Global Limited/Announcement
T&G Global Limited logo

T&G GLOBAL ACHIEVES 67% INCREASE IN PROFIT AFTER TAX

Full Year Results28 February 2017TGGConsumer Staples

MEDIA RELEASE
1

st

MARCH 2017



T&G GLOBAL ACHIEVES 67% INCREASE IN PROFIT AFTER TAX


HORTICULTURE LEADER ON TRACK TO ACHIEVE NZ$2 BILLION REVENUE BY 2022



T&G Global Limited and its subsidiary companies (T&G Global) achieved a profit after

income tax of $32.4 million for its 2016 financial year (January to December), a 67 per cent

increase on its 2015 result of $19.5 million. Overall revenue rose from $813 million in 2015 to

$872 million for 2016, up by 7 per cent on last year.

T&G Global CEO Alastair Hulbert says the results were achieved through a combination of

solid performance from most of T&G Global’s business segments and the strategic sale of its

crate business, the Fruit Case Company in June 2016. The sale resulted in a one-off gain of

$11.9 million.

“In 2015 we went through a period of acquisitions and integration. The past year was about

consolidation and building on our foundation. We did this with the support of our

shareholders, growers, customers and people.

“Our business celebrates 120 years in 2017 and we are stable with a clearly charted course.

We are on track to achieve our Strategy 2022 target of $2 billion in sales revenue and are

well positioned for continued growth both in New Zealand and in our international markets.”


In 2016 T&G Global ranked 47 on Deloitte’s New Zealand top 200 companies list up from 55

in the previous year.

T&G Global will pay a fully imputed final dividend for the 2016 financial year of six cents per

share on 7 April 2017 to its shareholders. The Dividend Reinvestment Plan has been

suspended and will not apply for this dividend.


HIGHLIGHTS:

 The 2016 financial year saw continued strong pricing for New Zealand apples

 A full year of trading from tomato companies acquired towards the end of 2015

 Strong growth in table grapes and asparagus out of Australia and North America

 New kiwifruit sales in Southeast Asia through T&G Global’s memorandum of

understanding with Zespri signed in February 2016

 Uplifts in business in the New Zealand, Australian and Fijian domestic markets

 T&G Global continued to grow its presence globally with new trading offices in

Thailand, Japan and Europe

 Operating profit of $33.4 million (an increase of $3.2 million) due mainly to operational

improvements in T&G Global’s Pipfruit and New Zealand Produce segments offset by

weaker performances in the International and Processed Foods segments

 On track to achieve target of $2 billion revenue by 2022.


Attached are the following documents:

1. NZSX Listing Rules Appendix 1 information

2. Audited Financial Statements and notes for the year ended 31 December 2016

3. Commentary regarding the Financial Statements

4. Appendix 7 (as required by Listing Rule 7.12.2) detailing the distribution of 6.0 cents

per ordinary share to be paid on 7 April 2017.


About T&G Global Ltd

The seed for T&G Global’s growth was planted in 1897 when Edward Turner Esquire

established a fruit auction business in Auckland, New Zealand. Since then T&G Global has

grown into an international, vertically-integrated grower, picker, packer, shipper, trader and

marketer of processed foods and fresh fruit and vegetables including the JAZZ™, Envy™

and Pacific Rose™ apple brands and Beekist

TM

tomatoes. T&G Global is New Zealand’s

biggest exporter by volume of apples and the largest grower of domestic tomatoes.


ENDS

For media information, please contact:


Jo Jalfon

Corporate Communications Manager

T&G Global Ltd

Tel: + 64 27 201 2645

Email: joanne.jalfon@tandg.global

Web: www.tandg.global

---

Part A (Rules 10.3.2 and 10.4.2)
Appendix 1 - Preliminary Announcements - Full Year Results

Reporting periodTwelve months to 31 December 2016

Previous reporting periodTwelve months to 31 December 2015

20162015

$'000$'000

Revenue from ordinary activities$871,771$812,7647.3%

Profit from ordinary activities after tax

attributable to security holders

$30,478$18,10068.4%

Net profit attributable to security holders$30,478$18,10068.4%

Dividend to shareholders

Amount per share

Imputed amount

per share

Final

$0.06$0.02

Dividend record date

Dividend payment date

20162015

$2.62$2.47

$0.251$0.154

Comments

Net tangible assets per share

Earnings and diluted earnings per share

Financial commentary, audited financial statements are

attached as part of this announcement.

T&G GLOBAL LIMITED AND SUBSIDIARY COMPANIES

Results for announcement to the market

Based on audited financial statements

31 March 2017

7 April 2017

Percentage

change

---

The accompanying notes form an integral part of these financial statements.
INCOME STATEMENT

For the year ended 31 December 2016

Notes

2016

$’000

2015

$’000

Revenue5871,771812,764

Other operating income618,81711,432

Purchases, raw materials and consumables used(630,388)(577,826)

Employee benefits expenses7(127,840)(117,653)

Depreciation and amortisation expenses7(21,296)(18,824)

Other expenses(77,660)(79,652)

Operating profit33,40430,241

Net financing expenses8(11,951)(11,978)

Share of profit from joint ventures182,8653,834

Share of profit from associates194,7332,572

Other income613,044-

Profit before income tax42,09524,669

Income tax expense9(9,659)(5,219)

Profit after income tax

32,43619,450

Attributable to:

Equity holders of the Parent30,47818,100

Non-controlling interests1,9581,350

Profit for the year

32,43619,450

Earnings per share

Basic and diluted earnings (in cents)27

25.115.4

T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

01

I

T&G Global Limited and subsidiary companies

The accompanying notes form an integral part of these financial statements.

STATEMENT OF

COMPREHENSIVE INCOME

For the year ended 31 December 2016

Notes

2016

$’000

2015

$’000

Profit for the year

32,43619,450

Other comprehensive income

Items that will not be reclassified subsequently to profit or loss:

Gain on revaluation of property, plant and equipment, net of tax

-26,559

Deferred tax effect on sale of property, plant and equipment

91,286 -

1,28626,559

Items that may be reclassified subsequently to profit or loss:

Gain on revaluation of available-for-sale investments

2240413

Exchange differences on translation of foreign operations

(3,205)2,778

Cash flow hedges:

Fair value gain, net of tax

10,5501,215

Reclassification of net change in fair value to profit or loss

(7,108)(4,147)

641(141)

Other comprehensive income for the year

1,92726,418

Total comprehensive income for the year

34,36345,868

Total comprehensive income for the year is attributable to:

Equity holders of the Parent

32,56844,386

Non-controlling interests

1,7951,482

34,36345,868

CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

T&G Global Limited and subsidiary companies

I

02

03
I

T&G Global Limited and subsidiary companies03

I

T&G Global Limited and subsidiary companies

T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2016

Notes

Share

capital


$’000

Revaluation

and other

reserves


$’000

Retained

earnings


$’000

Total

$’000

Non-

controlling

interests


$’000

Total

equity

$’000

2016

Balance at 1 January 2016170,31785,74062,193318,2502,696320,946

Profit for the year - -30,47830,4781,95832,436

Other comprehensive income / (expense)

Deferred tax effect on sale of property, plant and

equipment

22 -1,286 -1,286 -1,286

Revaluation of available-for-sale investments22 -404 -404 -404

Exchange differences on translation of foreign operations22 -(3,039) -(3,039)(166)(3,205)

Movement in cash flow hedge reserve22 -3,439 -3,43933,442

Total other comprehensive income / (expense) -2,090 -2,090(163)1,927

Transactions with owners

Dividends23 - -(7,188)(7,188)(550)(7,738)

Issued share capital226,040 - -6,040 -6,040

Acquisition of non-controlling interest in subsidiary15 - -(5,231)(5,231)(1,558)(6,789)

Total transactions with owners6,040 -(12,419)(6,379)(2,108)(8,487)

Transfer from asset revaluation reserve due to asset

disposal

22 -(6,541)6,541 - - -

Balance at 31 December 2016176,35781,28986,793344,4392,383346,822

2015

Balance at 1 January 2015165,14759,47350,585275,2051,761276,966

Profit for the year - -18,10018,1001,35019,450

Other comprehensive income

Revaluation of property, plant and equipment, net of tax22 -26,559 -26,559 -26,559

Revaluation of available-for-sale investments22 -13 -13 -13

Exchange differences on translation of foreign operations22 -2,638 -2,6381402,778

Movement in cash flow hedge reserve22 -(2,924) -(2,924)(8)(2,932)

Total other comprehensive income -26,286 -26,28613226,418

Transactions with owners

Dividends23 - -(7,021)(7,021)(158)(7,179)

Issued share capital225,170 - -5,170 -5,170

Total transactions with owners5,170 -(7,021)(1,851)(158)(2,009)

Movement in share option reserve -(19)19 - - -

Transactions with non-controlling interests - -510510(389)121

Balance at 31 December 2015170,31785,74062,193318,2502,696320,946

The accompanying notes form an integral part of these financial statements.

T&G Global Limited and subsidiary companies

I

04

CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

BALANCE SHEET

Prof. K.J. Lutz

Director (Chairman)

28 February 2017

C.A. Campbell

Director (Chair of Finance, Risk and Investment Committee)

28 February 2017

As at 31 December 2016

Notes

2016

$’000

2015

$’000

Current assets

Cash and cash equivalents17,06413,654

Trade and other receivables11108,544112,783

Taxation receivable -2,819

Inventories1241,37244,214

Derivative financial instruments136,6812,609

Biological assets1422,94319,068

Total current assets196,604195,147

Non-current assets

Trade and other receivables118,9037,841

Derivative financial instruments132,8263,201

Available-for-sale investments928530

Property, plant and equipment16393,974401,395

Intangible assets1726,33525,153

Investments in joint ventures189,50510,786

Investments in associates1911,5119,915

Total non-current assets453,982458,821

Total assets

650,586653,968

Current liabilities

Trade and other payables20101,147107,535

Borrowings215,5037,040

Taxation payable679-

Derivative financial instruments131,5823,592

Total current liabilities108,911118,167

Non-current liabilities

Trade and other payables203,8515,264

Borrowings21144,564163,975

Derivative financial instruments134,8253,609

Deferred tax liabilities941,61342,007

Total non-current liabilities194,853214,855

Total liabilities303,764333,022

Equity

Share capital22176,357170,317

Revaluation and other reserves2281,28985,740

Retained earnings86,79362,193

Total equity attributable to equity holders of the Parent344,439318,250

Non-controlling interests2,3832,696

Total equity346,822320,946

Total liabilities and equity

650,586653,968

The accompanying notes form an integral part of these financial statements.

05
I

T&G Global Limited and subsidiary companies05

I

T&G Global Limited and subsidiary companies

T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

STATEMENT OF CASH FLOWS

For the year ended 31 December 2016

Notes

2016

$’000

2015

$’000

Cash flows from operating activities

Cash was provided from:

Cash receipts from customers889,145820,248

Income tax refund2,111 -

Other197330

Cash was disbursed to:

Payments to suppliers and employees(837,829)(787,449)

Interest paid(9,041)(8,934)

Income taxes paid(4,827)(3,190)

Net cash inflow from operating activities1039,75621,005

Cash flows from investing activities

Cash was provided from:

Dividends received from joint ventures and associates6,2282,315

External loan repayments from suppliers, customers, joint ventures and associates41492

Proceeds from sale of the Fruit Case Company15,391 -

Proceeds from sale of other property, plant and equipment10,0321,633

Cash received from business acquisitions - 1,090

Other260 -

Cash was disbursed to:

Purchase of property, plant and equipment16(31,021)(25,996)

Purchase of intangible assets17(3,024)(940)

Purchase of business - (31,160)

Other - (650)

Net cash (outflow) from investing activities(1,720)(53,616)

Cash flows from financing activities

Cash was provided from:

Proceeds from borrowings - 39,000

Cash was disbursed to:

Dividends paid to non-controlling interests23(550)(158)

Dividends paid to Parent's shareholders23(1,148)(1,851)

Repayment of borrowings(20,500)-

Deferred consideration on purchase of non-controlling interests(2,064)(2,064)

Deferred consideration on purchase of business(1,500)(2,050)

Purchase of non-controlling interest in subsidiary15(4,421) -

Bank facility fees and transaction fees8(3,055)(2,684)

Other(449)(557)

Net cash inflow / (outflow) from financing activities(33,687)29,636

Net increase / (decrease) in cash and cash equivalents4,349(2,975)

Foreign currency translation adjustment(939)782

Cash and cash equivalents at the beginning of the year13,65415,847

Cash and cash equivalents at the end of the year17,06413,654

The accompanying notes form an integral part of these financial statements.

T&G Global Limited and subsidiary companies

I

06

CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

NOTES TO THE

FINANCIAL STATEMENTS

1. GENERAL INFORMATION

Reporting entity and statutory base

T&G Global Limited (the Parent) and its subsidiary companies (the Group), are recognised as New Zealand's leading

grower, distributor, marketer and exporter of premium fresh produce in over 60 countries around the world. Key

categories for the Group include apples, pears, grapes, citrus (lemons, mandarins and navel oranges), kiwifruit, asparagus,

berries and tomatoes.

These consolidated financial statements presented are for the Group which comprises the Parent and its subsidiaries,

joint ventures and associates as at 31 December 2016.

The Parent is registered in New Zealand under the Companies Act 1993 and is a FMC Reporting Entity under the Financial

Market Conducts Act 2013, and the Financial Reporting Act 2013.

The Parent is a limited liability company incorporated and domiciled in New Zealand and is listed on the New Zealand

Stock Exchange. The address of its registered office is 1 Clemow Drive, Mount Wellington, Auckland.

BayWa Aktiengesellschaft (the Ultimate Parent) is the ultimate parent of the Group.

2. BASIS OF PREPARATION

These consolidated financial statements have been prepared in accordance with New Zealand Generally Accepted

Accounting Practice (NZ GAAP). They have been prepared in accordance with New Zealand equivalents to International

Financial Reporting Standards (NZ IFRS), other applicable New Zealand Financial Reporting Standards as appropriate for

profit-oriented entities, and International Financial Reporting Standards (IFRS).

These consolidated financial statements are expressed in New Zealand dollars which is the presentation currency. All

financial information has been rounded to the nearest thousand ($'000) unless otherwise stated.

Measurement basis

The measurement basis adopted in the preparation of these consolidated financial statements is historical cost except for

certain assets and liabilities identified in specific accounting policies which are stated at fair value.

Basis of consolidation

In preparing these consolidated financial statements, subsidiaries are fully consolidated from the date on which the

Group gains control until the date on which control ceases. All intercompany transactions, balances, income and

expenses between the Group’s companies are eliminated. Accounting policies of subsidiaries, joint ventures and

associates have been aligned where necessary to ensure consistency with policies adopted by the Group.

The Group applies the acquisition method to account for business combinations. The consideration transferred for the

acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the former owners of the

acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset

or liability resulting from a contingent consideration arrangement.

Identifiable assets acquired, and liabilities and contingent liabilities assumed in a business combination are measured

initially at fair value at the acquisition date. The Group recognises any non-controlling interest in the acquiree on an

acquisition-by-acquisition basis, either at fair value or at the non-controlling interest’s proportionate share of the

recognised amounts of the acquiree’s identifiable assets. Acquisition related costs are expensed as incurred.

If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity

interest in the acquiree is initially remeasured at fair value at the acquisition date through profit or loss.

07
I

T&G Global Limited and subsidiary companies07

I

T&G Global Limited and subsidiary companies

T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

2. BASIS OF PREPARATION (CONTINUED)

Basis of consolidation (continued)

Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the amount of any non-

controlling interest and fair value of the acquirer’s previously held interest (if any) over the net identifiable assets acquired

and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the

difference is recognised in profit or loss.

Joint ventures and associates

The Group’s share of results of equity accounted joint ventures and associates are included in these consolidated

financial statements from the date that joint control or significant influence begins, until the date that joint control or

significant influence ceases.

Basis of accounting

Significant accounting policies are set out within the notes to which those policies are applicable and are designated with

a symbol. Other significant accounting policies that are pervasive throughout the financial statements are set out

below.

There have been no changes made to accounting policies during the year.

Reclassification of comparatives

To ensure consistency with the current period, comparative figures have been reclassified when the presentation of items

in the financial statements has been changed. The adjustments were to ensure the consistent classification of financial

statement line items. The adjustments made include:

• Net expenses have been reclassified between purchases, raw materials and consumables used ($5.9 million

decrease) and other expenses ($5.9 million increase).

• Certain prior year comparative balances within the statement of cash flows and the corresponding reconciliation of

profit after income tax to net cash flow from operating activities have been restated to ensure consistency with the

current year’s presentation.

Foreign currency translation

The assets and liabilities of the Group’s companies that do not have New Zealand dollars as their functional currency are

translated to New Zealand dollars at foreign exchange rates ruling at balance sheet date. The revenues and expenses of

these foreign operations are translated to New Zealand dollars at rates approximating the foreign exchange rates ruling

at the dates of the transactions. Exchange differences arising from the translation of foreign operations are recognised in

other comprehensive income and accumulated in the foreign currency translation reserve.

Non-monetary assets and liabilities that are measured at historical cost in a foreign currency are translated using the

exchange rate on the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that

are stated at fair value are translated to New Zealand dollars at the foreign exchange rate on the dates that the fair value

was determined.

Fair value estimation

Where fair value measurement has been applied, a symbol designates the paragraph describing the valuation method

used.

The Group uses various valuation methods to determine the fair value of certain assets and liabilities. The inputs to the

valuation methods used to measure fair value are categorised into three levels:

• Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

• Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either

directly (that is, as prices) or indirectly (that is, derived from prices).

• Level 3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

T&G Global Limited and subsidiary companies

I

08

CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

2. BASIS OF PREPARATION (CONTINUED)

Goods and services tax (GST)

The income statement, statement of comprehensive income and statement of cash flows have been presented with all

items exclusive of GST. All items in the balance sheet are stated net of GST, except for receivables and payables, which

include GST invoiced.

Critical accounting estimates and judgments

The Group makes estimates and judgments concerning the future. The resulting accounting estimates may, by definition,

not equal the related actual results. The estimates and judgments that have a potential risk of causing a material

adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed within the notes

to which those judgments are applicable and are designated with a symbol.

3. NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS NOT YET ADOPTED

New standards, amendments and interpretations have been published that will be mandatory for the Group’s accounting

periods beginning on or after 1 January 2017. The standards that will have an impact on the Group are discussed below.

None of these have been early adopted:

• NZ IFRS 9 Financial Instruments addresses the classification, measurement and recognition of financial assets

and financial liabilities and replaces the guidance currently in NZ IAS 39 Financial Instruments: Recognition and

Measurement. The standard is effective for periods beginning on or after 1 January 2018 with early adoption

permitted. The Group is yet to assess the impact of adopting NZ IFRS 9.

• NZ IFRS 15 Revenue from Contracts with Customers deals with revenue recognition and provides a five-step model to

be applied to all contracts with customers. It also establishes principles of reporting in order to provide more useful

disclosures around revenue for users of financial statements. This standard is effective for periods beginning on or

after 1 January 2018 with early adoption permitted. The Group is yet to assess the impact of adopting NZ IFRS 15.

• NZ IFRS 16 Leases deals with the recognition, measurement, presentation and disclosure of leases and replaces the

current guidance in NZ IAS 17 Leases. The new standard introduces a single model for lessees which recognises all

leases on the balance sheet through an asset representing the rights to use the leased item during the lease term

and a liability for the obligation to make lease payments. This removes the distinction between operating and finance

leases and aims to provide users of the financial statements relevant information to assess the effect that leases

have on the balance sheet, income statement and cash flows of the reporting entity. Lessor accounting remains

largely unchanged from NZ IAS 17. This standard is effective for periods beginning 1 January 2019 with early adoption

permitted. The Group is yet to assess the impact of adopting NZ IFRS 16.

There are other standards, amendments and interpretations which have been approved but are not yet effective. The

Group expects to adopt other standards when they become mandatory. None are expected to materially impact the

Group’s financial statements, although may result in change in disclosure.

09
I

T&G Global Limited and subsidiary companies09

I

T&G Global Limited and subsidiary companies

T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

4. SEGMENT INFORMATION

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating

decision-makers. The chief operating decision-makers have been identified as the Chief Executive Officer and the Chief

Financial Officer for the Group.

The chief operating decision-makers assess the performance of the operating segments based on earnings before net

financing expenses, share of profit of joint ventures and associates, other income and income tax expense, referred to

as operating profit. Inter-segment pricing is determined on an arm’s length basis. Segment results include items directly

attributable to a segment as well as those that can be allocated on a reasonable basis.

No single external customer’s revenue accounts for 10% or more of the Group’s revenue.

Operating segments

The Group comprises the following main operating segments:

Operating segmentSignificant operations

PipfruitGrowing, packing, cool storing, sales and marketing of pipfruit worldwide.

International Produce

International trading activities other than pipfruit. Major markets are Asia, Australia

and the Pacific. Product is sourced from New Zealand, Australia, North America, South

America, South Africa and Europe.

New Zealand Produce

Growing, trading and transport activities within New Zealand, as well as crate hireage

activities until the sale of the Fruit Case Company (FCC) business unit in June 2016. This

incorporates the New Zealand wholesale markets and the tomato, kiwifruit and citrus

growing operations.

Processed Foods

Processed foods includes manufacturing in New Zealand, global sales and marketing of

processed foods, and trading activities in Australia, New Zealand and North America.

OtherIncludes flower auction, properties and corporate costs.

Segment information provided to the chief operating decision-makers for the reportable segments is shown in the

following tables:


Pipfruit

$’000

International

Produce

$’000

New Zealand

Produce

$’000

Processed

Foods

$’000

Other

$’000

Total

$’000

2016

Total segment revenue302,746250,734235,21993,5556,123888,377

Inter-segment revenue(1,428)(7,749)(7,429) - - (16,606)

Revenue from external customers301,318242,985227,79093,5556,123871,771

Purchases, raw materials and consumables used(208,077)(216,491)(120,228)(83,162)(2,430)(630,388)

Depreciation and amortisation expenses(9,764)(538)(6,405)(2,757)(1,832)(21,296)

Net other operating expenses(50,981)(23,794)(92,213)(10,652)(9,043)(186,683)

Segment operating profit / (loss)

32,4962,1628,944(3,016)(7,182)

33,404

Net financing expenses(11,951)

Share of profit from joint ventures2,865

Share of profit from associates4,733

Other income13,044

Profit before income tax

42,095

T&G Global Limited and subsidiary companies

I

10

CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

4. SEGMENT INFORMATION (CONTINUED)


Pipfruit

$’000

International

Produce

(1)


$’000

New Zealand

Produce

(1)


$’000

Processed

Foods

$’000

Other

$’000

Total


$’000

2015

Total segment revenue300,987203,216227,31790,0575,605827,182

Inter-segment revenue(1,171)(5,469)(7,778) - - (14,418)

Revenue from external customers299,816197,747219,53990,0575,605812,764

Purchases, raw materials and consumables used(199,514)(175,353)(123,767)(78,046)(1,146)(577,826)

Depreciation and amortisation expenses(8,471)(373)(5,580)(2,653)(1,747)(18,824)

Net other operating expenses(59,838)(17,186)(88,591)(9,285)(10,973)(185,873)

Segment operating profit / (loss)31,9934,8351,60173(8,261)30,241

Net financing expenses(11,978)

Share of profit from joint ventures3,834

Share of profit from associates2,572

Profit before income tax24,669

(1)

During 2016, the Group moved diversified horticulture and kiwifruit from ‘International Produce’ to ‘New Zealand

Produce’. Segment information for the year ended 31 December 2015 has been restated to reflect the changes in internal

reporting of these reportable segments.

The Group is domiciled in New Zealand. The total revenues from external customers in New Zealand and other regions

are:

2016

$’000

2015

$’000

New Zealand278,702285,736

Australia and Pacific Islands141,592125,674

Asia296,802255,077

Americas79,00562,167

Europe75,67083,924

Africa - 186

Total

871,771812,764

The total non-current assets other than trade and other receivables, derivative financial instruments and available-for-

sale investments located in New Zealand and other countries are:

2016

$’000

2015

$’000

New Zealand408,163418,431

Other33,16228,818

Total441,325447,249

11
I

T&G Global Limited and subsidiary companies11

I

T&G Global Limited and subsidiary companies

T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

5. REVENUE

Revenue is measured at the fair value of the consideration received or receivable net of discounts, returns, and

Goods and Services Tax (GST).

Revenue comprises commission earnings and amounts received and receivable by the Group for goods and

services supplied in the ordinary course of business. Revenue from the sale of goods is recognised in the income

statement when the significant risks and rewards of ownership have been transferred to the buyer. Revenue

from services rendered is recognised in the income statement in proportion to the stage of completion of the

transaction at the balance date. Revenue from royalties is recognised on an accruals basis in accordance with

the substance of the relevant agreements.

Principal and agency arrangements

The Group assesses its revenue arrangements against specific criteria to determine if it is acting as the principal

or agent in a revenue transaction.

When the Group acts in the capacity of the principal, the portion of revenue earned is recognised as gross

revenue. When the Group acts in the capacity of the agent, it recognises net commission revenue from the

transaction.

The Group holds arrangements in which it acts as the principal and other arrangements in which it acts as the

agent. The following factors have been used by the Group in distinguishing whether it acts as the principal or the

agent in specific arrangements:

• Rights to the title of the goods and responsibility in respect of the goods sold;

• Credit risk in respect of the supply of the goods;

• Ability to vary the selling prices of the goods; and

• Primary responsibility for providing the goods or services to the customer or for fulfilling the order.

2016

$’000

2015

$’000

Sale of goods775,311710,363

Commissions30,49832,690

Services61,82165,655

Royalties4,1414,056

Total

871,771812,764

6. OTHER OPERATING INCOME AND OTHER INCOME

Other operating income

Other operating income consists of the following:

Notes

2016

$’000

2015

$’000

Gain on revaluation of investment - 343

Gain on sale of investment700 -

Net exchange gains8,588 -

Net gain from changes in fair value of biological assets147,3528,129

Net gain on disposal of property, plant and equipment-609

Rent2,0822,161

Reversal of impairment on revaluation of property, plant and equipment - 144

Other9546

Total

18,81711,432

T&G Global Limited and subsidiary companies

I

12

CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

6. OTHER OPERATING INCOME AND OTHER INCOME (CONTINUED)

Notes

2016

$’000

2015

$’000

Depreciation and amortisation

Depreciation1619,97017,513

Amortisation171,3261,311

Total

21,29618,824

Other expenses includes:

Directors' fees480498

Fleet costs18,31617,713

Impairment of goodwill17 - 777

Impairment of trade receivables through the provision for doubtful debts113,454576

Net exchange losses - 2,759

Net loss on disposal of property, plant and equipment159-

Professional fees8,3067,517

Promotion costs5,6945,612

Rental and property related costs19,49718,914

Repairs and maintenance8,6769,069

Research and development1,3901,032

Travel and accommodation4,6144,855

Employee benefits

During the year, contributions of $2.7 million were made by the Group towards employees’ superannuation schemes

(2015: $2.3 million).

Defined contribution plans

Obligations for contributions to defined contribution pension plans are recognised as an expense in the income

statement as incurred.

Short-term employee benefits

Employee entitlements to salaries and wages and annual leave, to be settled within twelve months of the

reporting date, represent present obligations resulting from employees’ services provided up to the reporting

date, calculated at undiscounted amounts based on remuneration rates that the Group expects to pay.

Other income

On 30 June 2016, the Group sold net assets relating to its crate business, the Fruit Case Company (FCC), to Pact (NewCo)

Limited, a wholly owned subsidiary of Pact Group Holdings Limited for a net gain of $11.9 million.

During the year, the Group also sold commercial and orchard land and land improvements, and buildings, located in

Hamilton, New Zealand, and in Hastings, New Zealand.

7. EXPENSES

13
I

T&G Global Limited and subsidiary companies13

I

T&G Global Limited and subsidiary companies

T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

7. EXPENSES (CONTINUED)

Services performed by Deloitte in 2016 comprise the following:

• Audit of statutory financial statements for the Group and individual subsidiary companies, including offshore

subsidiaries with local statutory audit requirements where Deloitte is the auditor;

• Audit related services including procedures relating to the interim financial statements, scrutineering services at the

annual shareholders' meeting and forensic services; and

• Other services including whistle blower hotline services and administration of the corporate tax payer group.

During the year, subsidiaries of the Group engaged other auditors to perform audit services and the fees paid were as

follows:

2016

$’000

2015

$’000

Ernst & Young for ENZAFruit New Zealand (U.K.) Limited1617

Moss Adams LLP for ENZAFruit Products Inc.4030

Hutchinson and Bloodgood LLP for Delica North America, Inc.4153

BDO for Delica (Shanghai) Fruit Trading Company Limited7 -

Total

104100

8. NET FINANCING EXPENSES

2016

$’000

2015

$’000

Finance expenses

Interest expense on borrowings(8,817)(9,081)

Effective interest on long-term receivables(123)(176)

Effective interest on deferred consideration(155)(252)

Interest expense on finance lease liabilities(45)(69)

Bank facility and line fees(3,055)(2,684)

Total(12,195)(12,262)

Finance income

Interest income244284

Total244284

Net financing expenses

(11,951)(11,978)

Audit fees

Audit fees of the Group and related services from the Group’s auditors consist of the following:

2016

$’000

2015

$’000

Deloitte

Audit of the financial statements644604

Audit related services3131

Other services3445

Other auditors

Audit services provided104100

T&G Global Limited and subsidiary companies

I

14

CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

9. TAXATION

Income tax

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the

relevant taxation authorities based on the current period’s taxable income and any adjustments in respect of

previous years.

Deferred tax

Deferred tax is provided on all temporary differences at the balance date between the tax bases of assets and

liabilities and their carrying amounts for financial reporting purposes.

Income tax is recognised in the income statement apart from when it relates to items recognised directly in

other comprehensive income or equity, in which case it is recognised in other comprehensive income or equity.

(a) Taxation on profit before income tax

2016

$’000

2015

$’000

Current tax (expense)(11,339)(6,786)

Deferred tax credit1,6801,567

Total

(9,659)(5,219)

(b) Reconciliation of prima facie taxation and tax expense

The taxation expense that would arise at the standard rate of corporation tax in New Zealand is reconciled to the tax

expense as follows:

2016

$’000

2015

$’000

Profit before income tax

42,09524,669

Prima facie taxation at 28% (2015: 28%)(11,787)(6,907)

(Add) / deduct tax effect of:

Non-deductible items(3,606)(1,855)

Non-taxable items6,314895

Overstatement / (understatement) of prior year's provision(766)2,372

Imputation credit / foreign tax credits available for future periods359182

Other(173)94

Total

(9,659)(5,219)

15
I

T&G Global Limited and subsidiary companies15

I

T&G Global Limited and subsidiary companies

T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

9. TAXATION (CONTINUED)

(c) Deferred taxation


Balance of temporary differences

Property,

plant and

equipment

$’000

Intangible

assets

$’000


Biological

assets

$’000

Provisions

and

accruals

$’000

Other

$’000

Total

$’000

2016

Balance as at 1 January(38,410)(940)(5,290)2,61914(42,007)

Recognised in income statement2,299(55)(1,270)632741,680

Recognised in equity(1,286) - - - - (1,286)

Balance as at 31 December

(37,397)(995)(6,560)3,25188(41,613)

2015

Balance as at 1 January(29,736)741(3,929)1,742143(31,039)

Recognised in income statement1,918(35)(1,044)857(129)1,567

Recognised in equity(8,170) - - - - (8,170)

Recognised on acquisition(2,422)(1,646)(317)20 - (4,365)

Balance as at 31 December

(38,410)(940)(5,290)2,61914(42,007)

2016

$’000

2015

$’000

Expected settlement

Deferred tax assets and liabilities to be recovered within 12 months(3,221)(2,657)

Deferred tax assets and liabilities to be recovered after more than 12 months(38,392)(39,350)

Total

(41,613)(42,007)

(d) Imputation credits

The Group had a negative imputation credit account balance of $2.3 million as at 31 December 2016 (2015: $1.7 million

negative balance) and the Group will be making a voluntary payment before 31 March 2017 to ensure the balance is in

credit at that time.

T&G Global Limited and subsidiary companies

I

16

CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

10. RECONCILIATION OF PROFIT AFTER INCOME TAX TO NET CASH FLOW FROM OPERATING ACTIVITIES

Notes

2016

$’000

2015

$’000

Profit for the year32,43619,450

Adjusted for non-cash items:

Amortisation expense171,3261,311

Depreciation expense1619,97017,513

Effective interest on deferred consideration8155252

(Gain) on revaluation of investment6 - (343)

Impairment of goodwill7 - 777

Movement in deferred tax9(1,680)(1,567)

Movement in provision for receivables impairment113,454576

Share of profit of joint ventures18(2,865)(3,834)

Share of profit of associates19(4,733)(2,572)

Other movements483932

Total16,11013,045

Adjusted for investing and financing activities:

Bank facility and line fees83,0552,684

(Gain) on sale of investment6(700) -

(Gain) on sale of the Fruit Case Company6(11,864) -

(Gain) on sale of other property, plant and equipment(1,021)(609)

Total(10,530)2,075

Impact of changes in working capital items net of effects of non-cash items and

investing and financing activities

(Increase) / decrease in debtors and prepayments

497(13,265)

(Increase) in biological assets

(3,875)(4,828)

Increase / (decrease) in creditors and provisions

(1,025)8,438

(Increase) / decrease in inventories

2,645(6,053)

Decrease in taxation receivable / increase in taxation payable

3,4982,143

Total1,740(13,565)

Net cash inflow from operating activities

39,75621,005

17
I

T&G Global Limited and subsidiary companies17

I

T&G Global Limited and subsidiary companies

T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

11. TRADE AND OTHER RECEIVABLES

Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the

effective interest method, less any provision for doubtful debts for uncollectible amounts.

A provision for doubtful debts is established when there is objective evidence that the Group will not be able to

collect all amounts due according to the original terms of receivables.

Notes

2016

$’000

2015

$’000

Current

Trade receivables97,99697,272

Less: Provision for doubtful debts(4,190)(736)

Prepayments9,8908,745

GST and other taxes3,386 -

Receivables from joint ventures18507949

Receivables from associates195346,208

Receivables from Ultimate Parent28181 -

Receivables from Ultimate Parent's associate28 - 141

Other receivables240204

Total

108,544112,783

Non-current

Trade receivables 6,3203,767

Prepayments1,6893,256

Receivables from associates19252431

Other receivables642387

Total

8,9037,841

2016

$’000

2015

$’000

Analysis of non-impaired third party receivables

Not past due76,35575,048

Past due 1-30 days16,43019,936

Past due 31-60 days4,9323,430

Past due 61-90 days7921,508

Past due over 90 days1,617381

Total

100,126100,303

2016

$’000

2015

$’000

Analysis of movements in the provision for doubtful debts

Balance at 1 January736160

Additions to provision for doubtful debts3,8211,188

Reversal of unused provision for doubtful debts(241)(381)

Receivables written off during the year as uncollectible(126)(231)

Balance at 31 December

4,190736

The Group has numerous credit terms for various customers. These credit terms vary depending on the services

provided and the customer relationship.

T&G Global Limited and subsidiary companies

I

18

CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

11. TRADE AND OTHER RECEIVABLES (CONTINUED)

All trade receivables are individually reviewed regularly for impairment as part of normal operating procedures and

provided for where appropriate.


The Group makes advances to customers, suppliers, joint ventures and associates. All advances are within the agreed

credit periods. The Group’s policy requires security to be taken for advances to third parties. This security ranges from

charges over property and assets to personal guarantees.

12. INVENTORIES

Inventories are stated at the lower of cost (first in, first out basis) or net realisable value. Net realisable value

is the estimated selling price in the ordinary course of business, less the estimated costs of completion and

selling expenses.

Derivative financial instruments are used to hedge exchange rate and interest rate risks. The Group does

not hold or issue derivative financial instruments for trading purposes. Derivative financial instruments

are recognised at fair value. Any resulting gains or losses are recognised in the income statement unless

the derivative financial instrument has been designated into a hedge relationship that qualifies for hedge

accounting.

Cash flow hedges

Cash flow hedges are currently applied to forecast transactions that are subject to foreign currency fluctuations

and future interest cash flow on loans. The Group recognises the effective portion of changes in the fair value

of derivative financial instruments that qualify as cash flow hedges in other comprehensive income. These

accumulate as a separate component of equity in the cash flow hedge reserve.

Gains or losses relating to the ineffective portion of a cash flow hedge are recognised in the income statement.

Amounts taken to equity are transferred to the income statement when the hedged transaction affects the

income statement.

2016

$’000

2015

$’000

Finished and semi-finished goods32,96734,122

Raw materials1,1222,110

Consumables (including packaging)7,2837,982

Total

41,37244,214

The cost of inventories recognised as an expense and included in ‘Purchases, raw materials and consumables used’ in

the income statement for the year ended 31 December 2016 amounted to $576.0 million (2015: $524.0 million).

13. DERIVATIVE FINANCIAL INSTRUMENTS

2016

$’000

2015

$’000

Current assets

Cash flow hedges

Forward foreign exchange contracts2,9112,045

Foreign currency options3,741564

Fair value through profit or loss

Forward foreign exchange contracts29 -

Total

6,6812,609

19
I

T&G Global Limited and subsidiary companies19

I

T&G Global Limited and subsidiary companies

T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

13. DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)

2016

$’000

2015

$’000

Non-current assets

Cash flow hedges

Forward foreign exchange contracts1,696894

Foreign currency options6142,307

Interest rate swaps516 -

Total

2,8263,201

Current liabilities

Cash flow hedges

Forward foreign exchange contracts1,2241,646

Foreign currency options2481,778

Interest rate swaps59111

Fair value through profit or loss

Forward foreign exchange contracts5157

Total

1,5823,592

Non-current liabilities

Cash flow hedges

Forward foreign exchange contracts7384

Foreign currency options312324

Interest rate swaps3,7753,281

Total

4,8253,609

Biological assets consists of unharvested fruit growing on bearer plants, and are stated at fair value based on

their present location and condition less estimated point-of-sale costs. Any gain or loss from changes in the fair

value of biological assets is recognised in the income statement.

Point-of-sale costs include all other costs that would be necessary to sell the assets.

The fair value of the Group's apples, blueberries, citrus fruit, kiwifruit and tomatoes is determined by

management using a discounted cash flow approach.

Costs are based on current average costs and referenced back to industry standard costs. The costs are variable

depending on the location, planting and the variety of the biological asset. A suitable discount rate has been

determined in order to calculate the present value of those cash flows. The fair value of biological assets at

or before the point of harvest is based on the value of the estimated market price of the estimated volumes

produced, net of harvesting and growing costs. Changes in the estimates and assumptions supporting the

valuations could have a material impact on the carrying value of biological assets and reported profit.

14. BIOLOGICAL ASSETS

2016

$’000

2015

$’000

Balance at 1 January19,06814,240

Capitalised costs28,71536,660

Increase from acquisition of business -588

Change in fair value less costs to sell7,3528,129

Decrease due to harvest(32,192)(40,549)

Balance at 31 December

22,943 19,068

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

14. BIOLOGICAL ASSETS (CONTINUED)

Fair value measurement

The unobservable inputs used by the Group to fair value its biological assets are detailed below:


Unobservable inputs

Range of unobservable inputs

20162015

ApplesTray carton equivalent (TCE) per hectare per annum2,500 to 4,7502,500 to 5,000

Export prices per export tray carton equivalent (TCE)$20 to $50$20 to $50

Risk-adjusted discount rate25%35%

BlueberriesTonnes per hectare per annum10.95.6

Annual gate price per kilogram (kg) per season$9.65 to $19.65$9.65 to $19.65

Risk-adjusted discount rate18%10%

CitrusTonnes per hectare per annum23 to 4020 to 39

Annual gate price per tonne per season$1,300 to $2,430$1,300 to $2,430

Risk-adjusted discount rate14%10%

KiwifruitTrays per hectare per annum8,500 to 15,0008,500 to 15,000

Annual gate price per trays per season$4.67 to $7.10$4.67 to $7.10

Risk-adjusted discount rate18%10%

TomatoesTonnes per hectare per annum190 to 1,641187 to 1,702

Annual price per kg per season$1.73 to $17.80$1.84 to $17.84

Risk-adjusted discount rate25%25%

T&G Global Limited and subsidiary companies

I

20

CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

Techniques applied by the Group which are used to value biological assets are considered to be level 3 in the

fair value hierarchy. Inputs are not based on observable market data (that is, unobservable inputs). There have

been no transfers between levels during the year.

As the yield per hectare and gate price or export price per TCE increases, the fair value of biological assets increases. As

the discount rate used increases, the fair value of biological assets decreases.

The following table details the fair values of the Group’s biological assets at 31 December:

2016

$’000

2015

$’000

Apples17,82213,585

Blueberries453300

Citrus1,9621,494

Kiwifruit1,335994

Tomatoes1,0652,662

Other

(1)

30633

Total

22,94319,068

(1)

Included in 'Other' are grapes and strawberries.

The following significant assumptions and considerations have been taken into account in determining the fair

value of the Group’s biological assets:

• Forecasts for the following year based on management's view of projected cash flows, including sales and

margins, adjusted for inflation, location and variety of crops;

• Discount rates to adjust for risks inherent to the crop, including natural events, disease or any other

adverse factors that may impact the quality, yield or price; and

• Any significant changes to management of the crop in the current and following year.

21
I

T&G Global Limited and subsidiary companies21

I

T&G Global Limited and subsidiary companies

T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

14. BIOLOGICAL ASSETS (CONTINUED)

Risk


Being involved in agricultural activity, the Group is exposed to financial risks arising from adverse climatic or natural

events. Financial risk also arises through adverse changes in market prices or volumes harvested, and adverse

movements in foreign exchange rates.


Price risk is mitigated by close monitoring of commodity prices and factors that influence those commodity prices. The

Group also takes reasonable measures to ensure that harvests are not affected by climatic and natural events, disease, or

any other factors that may negatively impact on the quality and yield of crop. Foreign currency risk is mitigated by using

derivative instruments such as foreign currency hedging contracts to hedge foreign currency exposure.

Activity on productive owned and leased land

The owned and leased land growing different types of biological assets are detailed in the table below:

15. ACQUISITION OF NON-CONTROLLING INTEREST IN SUBSIDIARY

OWNED AND LEASED

2016

hectares

2015

hectares

Apples721686

Blueberries1111

Citrus155154

Grapes74-

Kiwifruit4255

Tomatoes2929

Other21

The production on owned and leased land by agricultural produce type for the 2015 and 2016 years is presented in the

table below:

PRODUCTION OWNED AND LEASED

20162015Production units

Apples2,046,8891,688,322TCE

Blueberries69,45438,918kg

Citrus4,014,4323,818,403kg

Grapes349,320-kg

Kiwifruit416,471621,251class 1 trays

Tomatoes12,493,8789,847,132kg

Other23,88025,428kg

Delica North America, Inc.

On 14 October 2016, the Group acquired the remaining 25% of the issued shares from non-controlling interests of Delica

North America, Inc. for a purchase price of $6.9 million.

The carrying amount of the non-controlling interest on the date of acquisition was $1.6 million. The Group derecognised

the non-controlling interest and recorded a decrease in equity attributable to owners of the Group of $5.2 million.

2016

$’000

Carrying amount of non-controlling interest acquired1,558

Consideration paid to non-controlling interest(4,421)

Deferred consideration (present value)(2,368)

Net effect in equity

(5,231)

T&G Global Limited and subsidiary companies

I

22

CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

16. PROPERTY, PLANT AND EQUIPMENT

Commercial land and improvements, orchard land and improvements, and buildings are stated at their fair value less

accumulated depreciation and impairment losses. All other items of property, plant and equipment are stated at their

cost less accumulated depreciation and impairment losses.

Revaluations

The Group’s policy is to revalue commercial land and improvements, orchard land and improvements, and buildings

every three years with valuations being performed by independent registered valuers based on the price that would be

received to sell the asset in an orderly transaction between market participants under current market conditions. All

property valuers used are members of the New Zealand Institute of Valuers, with the exception of the valuer appointed

in Belgium who has the appropriate expertise as required in that jurisdiction.

The revaluations are conducted on a systematic basis across the Group so that the asset revaluations are performed

with sufficient regularity to ensure that the carrying amount does not differ materially from that which would be

determined using fair value at balance date. Where valuations are not obtained for land and improvements, and

buildings, the carrying values of these assets are reassessed for any material change.

Any increase in value that offsets a previous decrease in value of the same asset is charged to the income statement.

Any other increase is recognised directly in other comprehensive income and accumulated in the asset revaluation

reserve. Any decrease in value that offsets a previous increase in value of the same asset is charged against the

revaluation reserve. Any other decrease in value is charged to the income statement.

Depreciation

Depreciation of property, plant and equipment, other than commercial and orchard land which is not depreciated, is

calculated on a straight-line basis so as to expense the cost of the assets, or the revalued amounts, to their expected

residual values over their useful lives as follows:

• Commercial land improvements

• Orchard land improvements

• Buildings

• Bearer plants

• Glasshouses

• Motor vehicles

• Plant and equipment and hire containers

Impairment

Items of property, plant and equipment are assessed for indicators of impairment at each reporting date. Impairment

losses are recognised in profit or loss in the period in which they arise.

15 to 50 years

15 to 50 years

15 to 50 years

7 to 40 years

33 years

5 to 7 years

3 to 15 years

Commercial

land and

improvements

$’000

Orchard land

and

improvements

$’000

Buildings

$’000

Bearer

plants

$’000

Glasshouses

$’000

Motor

vehicles

$’000

Plant and

equipment

and hire

containers

$’000

Work in

progress

$’000

Total

$’000

At 1 January 2015

Cost or valuation56,29158,488151,97619,56019,2797,368206,26711,739530,968

Accumulated depreciation

and impairment

(1,460)(2)(24,756)(779)(7,136)(4,813)(153,723) - (192,669)

Net carrying amounts 54,83158,486127,22018,78112,1432,55552,54411,739338,299

Year ended 31 December

2015

Opening net carrying

amounts

54,83158,486127,22018,78112,1432,55552,54411,739338,299

Additions and transfers1,371(2,459)1655,357 - 33916,9964,22725,996

Additions through business

acquisition

5,572 - 2,529 - 8,566153,376 - 20,058

Depreciation(546)(723)(4,779)(1,179)(908)(479)(8,899) - (17,513)

Transfer from assets held

for sale

178 - 30 - - - - - 208

Disposals(12) - (132) - - (46)(169) - (359)

Revaluations6,137 - 3,239 - - - - - 9,376

Depreciation write back on

revaluation

1,814 - 23,686 - - - - - 25,500

Foreign exchange

movements

(52) - (1) - - 1113(141)(170)

Closing net carrying amounts69,29355,304151,95722,95919,8012,39563,86115,825401,395

The methods and valuation techniques used for assessing the current market value of commercial land
and improvements, orchard land and improvements, and buildings by external valuers are disclosed on the

following page. Changes in the estimates and assumptions underlying the valuation approaches could have

a material effect on the carrying amounts of the properties, with changes in value reflected either in other

comprehensive income or through the income statement as appropriate in accordance with the Group’s

accounting policy.

23

I

T&G Global Limited and subsidiary companies23

I

T&G Global Limited and subsidiary companies

T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

16. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Commercial

land and

improvements

$’000

Orchard land

and

improvements

$’000

Buildings

$’000

Bearer

plants

$’000

Glasshouses

$’000

Motor

vehicles

$’000

Plant and

equipment

and hire

containers

$’000

Work in

progress

$’000

Total

$’000

At 31 December 2015

Cost or valuation69,49155,759157,15325,18627,8456,351224,51515,825582,125

Accumulated depreciation

and impairment

(198)(455)(5,196)(2,227)(8,044)(3,956)(160,654) - (180,730)

Net carrying amounts

69,29355,304151,95722,95919,8012,39563,86115,825401,395

Year ended 31 December

2016

Opening net carrying

amounts

69,29355,304151,95722,95919,8012,39563,86115,825401,395

Additions and transfers9254785661,262453014,84712,40931,021

Depreciation(860)(413)(5,639)(1,361)(1,252)(541)(9,904) - (19,970)

Impairment through profit

or loss

- - - - - - (254) - (254)

Disposals(2,658)(528)(5,233)(824) - (14)(8,921)(136)(18,314)

Foreign exchange

movements

(12) - (18) - - (14)3610496

Closing net carrying amounts

66,68854,841141,63322,03618,5532,35659,66528,202393,974

At 31 December 2016

Cost or valuation67,74555,697152,28125,49527,8506,626207,65128,202571,547

Accumulated depreciation

and impairment

(1,057)(856)(10,648)(3,459)(9,297)(4,270)(147,986) - (177,573)

Net carrying amounts

66,68854,841141,63322,03618,5532,35659,66528,202393,974

Leased assets

‘Glasshouses’ and ‘Plant and equipment and hire containers’ asset classes include the following amounts where the

Group is a lessee under a finance lease:

2016

$’000

2015

$’000

Cost of capitalised finance leases3,1143,114

Accumulated depreciation(2,080)(1,569)

Carrying amount

1,0341,545

The Group leases glasshouses and other sundry equipment under non-cancellable finance lease agreements. The lease

terms are between three and six years, and ownership of the assets lies with the Group.

Revaluations

T&G Global Limited and subsidiary companies

I

24

CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

16. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Revaluations (continued)

The following table presents the valuers and valuation techniques of the most recent valuation of the Group’s

commercial land and improvements, and buildings. The last revaluation was carried out in December 2015.

PropertyValuer

Depreciation replacement cost approach

657 Main Road, Riwaka, MotuekaTelfer Young

99 Swamp Road, Riwaka, MotuekaTelfer Young

83 Swamp Road, Riwaka, MotuekaTelfer Young

101 Motueka River West Bank Road, Brooklyn, MotuekaTelfer Young

Depreciation replacement cost / discounted cash flow / income capitalisation approach

2-6 Monahan Road, Mt Wellington, AucklandTelfer Young

29 Stuart Road, PukekoheTelfer Young

20 Mihaere Drive, Roslyn, Palmerston NorthTelfer Young

39 Dakota Crescent, Wigram, ChristchurchTelfer Young

220 Fryatt Street, Dunedin Central, DunedinTelfer Young

484 Nayland Road, Stoke, NelsonTelfer Young

490 Nayland Road, Stoke, NelsonTelfer Young

Depreciation replacement cost / income capitalisation approach

153 Waipapa Road, KerikeriTelfer Young

5125 Roxburgh-Ettrick Road, Ettrick, RoxburghTelfer Young

Depreciation replacement cost / market comparison approach

153 Harrisville Road, TuakauTelfer Young

292 Harrisville Road, Buckland, PukekoheTelfer Young

Income capitalisation approach

241 Evenden Road, Twyford, HastingsLogan Stone

22-32 Whakatu Road, Whakatu, HastingsLogan Stone

2 Anderson Road, Whakatu, HastingsLogan Stone

Market comparison approach

37 Goodall Road, Riwaka, MotuekaTelfer Young

655 Main Road, Riwaka, MotuekaTelfer Young

3800 Sint-Truiden, BelgiumVangronsveld & Vranken

25
I

T&G Global Limited and subsidiary companies25

I

T&G Global Limited and subsidiary companies

T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

16. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Revaluations (continued)

The principal valuation approaches used by the valuers during their valuations of commercial land and improvements,

and buildings, in 2015 and the impact of a change in a significant unobservable valuation input are described below.

Principal valuation approach and description of approachRelationships of unobservable inputs to fair value

Depreciation replacement cost approach

This approach involves assessing the replacement cost of building and site

improvements, adjusting this cost for depreciation and any obsolescence

and the market value of land.

The higher the replacement cost after adjustments, the higher the

fair value.

Discounted cash flow approach

This approach is based on the future projection of rental income cash flows

discounted back to their present value, with inputs which include:

Discount rates with a range from 8.5% to 13.5%.The higher the discount rate, the lower the fair value.

Terminal yield rates with a range from 8% to 12.5%.The higher the terminal yield rate, the lower the fair value.

Investment horizon of 10 years.The longer the investment horizon, the higher the fair value.

Rental growth estimated at between 0.1% to 12% per annum.The higher the rental growth rate, the higher the fair value.

Income capitalisation approach

This approach capitalises the actual contract and / or potential income at an

appropriate market derived rate of return.

Capitalisation rates applied range from 7.8% to 12.5%.The higher the capitalisation rate, the lower the fair value.

Market comparison approach

This approach analyses comparable sales evidence to a sale price per

square metre of floor area and makes adjustment to these rates to reflect

differences in the location, size and quality of the buildings, together with an

adjustment for any market movement since the sales occurred.

The higher the sale price per square metre after adjustments, the

higher the fair value.

The following table presents the valuers and valuation techniques of the most recent valuation of the Group’s orchard

land and improvements. The last revaluation was carried out in December 2014

.

PropertyValuer

Depreciation replacement cost / market comparison approach

66 Trotter Road, Twyford, HastingsDuke & Cooke

Ormond Road, Twyford, HastingsDuke & Cooke

2 Anderson Road, WhakatuDuke & Cooke

Raupare Road, Twyford, HastingsDuke & Cooke

Kerikeri orchards, KerikeriDuke & Cooke

Apollo orchards, Heretaunga Plains, Hawke’s BayLogan Stone

T&G Global Limited and subsidiary companies

I

26

CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

16. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Techniques applied by the Group which are used to value certain classes of property, plant and equipment are

considered to be level 3 in the fair value hierarchy. Inputs are not based on observable market data (that is,

unobservable inputs). There have been no transfers between levels during the year.

Fair value measurement

The following values represent fair value at the time of valuation, plus additions and less disposals and accumulated

depreciation, since the date of valuations. Management have assessed that these values represent fair value.

2016

$’000

2015

$’000

Commercial land and improvements66,68869,293

Orchard land and improvements54,84155,304

Coolstores73,85176,578

Packhouses2,8082,921

Orchard buildings4,1724,330

Processing plant7,6608,085

Commercial buildings53,14260,043

Total

263,162276,554

Land and buildings at historical cost

If land and buildings were stated on the historical cost basis, the amounts would be as follows:

2016

$’000

2015

$’000

Commercial land and improvements

Cost 36,20136,874

Accumulated depreciation and impairment(5,300)(4,655)

Net carrying amount

30,90132,219

Orchard land and improvements

Cost 71,33271,134

Accumulated depreciation and impairment(19,484)(19,097)

Net carrying amount

51,84852,037

Buildings

Cost 138,037140,560

Accumulated depreciation and impairment(44,762)(41,572)

Net carrying amount

93,27598,988

27
I

T&G Global Limited and subsidiary companies27

I

T&G Global Limited and subsidiary companies

T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

17. INTANGIBLE ASSETS

Intangible assets, except for goodwill, that are acquired by the Group are stated at cost less accumulated

amortisation and impairment losses.

Software, licences and capitalised costs of developing systems are recorded as intangible assets, unless they

are directly related to a specific item of hardware and recorded as property, plant and equipment, and are

amortised over a period of three to eight years.

Acquired brands are amortised over their anticipated useful lives of 10 to 25 years where they have a finite life.

Goodwill is recorded at cost less any accumulated impairment losses. Goodwill and any other intangible assets

with indefinite useful lives are tested for impairment at each reporting date.

Goodwill

$’000

Software

$’000

Plant variety

rights

$’000

Other

intangibles

$’000

Total

$’000

At 1 January 2015

Cost6,25018,6573,74955729,213

Accumulated amortisation - (13,608)(3,668)(398)(17,674)

Net carrying amounts

6,2505,0498115911,539

Year ended 31 December 2015

Opening carrying amounts6,2505,0498115911,539

Additions - 59211337940

Additions through business acquisition9,695 - - 5,50515,200

Amortisation - (1,199)(1)(111)(1,311)

Disposals(200) - - (50)(250)

Impairment through profit or loss(777) - - - (777)

Foreign exchange movements396 - (233)(188)

Net carrying amounts

15,0074,448915,60725,153

At 31 December 2015

Cost15,00719,2743,7606,04644,087

Accumulated amortisation - (14,826)(3,669)(439)(18,934)

Net carrying amounts

15,0074,448915,60725,153

Year ended 31 December 2016

Opening carrying amounts15,0074,448915,60725,153

Additions - 2,774166843,024

Amortisation - (1,093)(1)(232)(1,326)

Disposals - (135) - - (135)

Foreign exchange movements(149)(92) - (140)(381)

Net carrying amounts

14,8585,9022565,31926,335

At 31 December 2016

Cost14,85820,8923,9265,97845,654

Accumulated amortisation - (14,990)(3,670)(659)(19,319)

Net carrying amounts

14,8585,9022565,31926,335

T&G Global Limited and subsidiary companies

I

28

CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

The discount rate used for the purposes of goodwill impairment testing is based on a calculated weighted

average cost of capital adjusted for risks specific to the cash-generating units. The weighted average cost of

capital is based on the cost of debt and cost of equity weighted accordingly between the relative percentages of

debt and equity. The cost of debt is the actual cost of debt and the cost of equity is calculated using the capital

asset pricing model.

The recoverable amounts of cash-generating units have been determined based on value-in-use calculations.

These calculations require the use of estimates as to future profitability of the relevant cash-generating units to

which goodwill has been allocated and the choice of a suitable discount rate in order to calculate the present

value of those cash flows.

The calculation uses cash flow projections based on budgets approved by management to December 2017, and

a discount rate of 10.3% (2015: 10.8%) which approximates the Group’s weighted average cost of capital. Cash

flows beyond December 2017 have been extrapolated using a steady growth rate of 1.5% (2015: 0.9%).

The calculations support the carrying amount of recorded goodwill. Management believes that any reasonable

change in the key assumptions used in the calculations would not cause the carrying amount to exceed its

recoverable amount.

Goodwill held by the Group relates to acquisitions of the Status Produce Group (including cash-generating units of Status

Produce Limited and Great Lake Tomatoes Limited) and the Delica Group (including cash-generating units of Delica

Limited, Delica Australia Pty Limited, Delica North America, Inc. and T&G Vizzarri Farms Pty Limited).

The Group’s goodwill balance comprises of 54% allocated to the Status Produce Group (2015: 53%) and 46% allocated to

the Delica Group (2015: 47%).

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

17. INTANGIBLE ASSETS (CONTINUED)

Impairment tests for goodwill

Under the equity method, an investment in a joint venture is initially recognised in the balance sheet at cost and

adjusted thereafter to recognise the Group’s share of the profit or loss and other comprehensive income of the

joint venture.

Investments in joint ventures are assessed for indicators of impairment at each reporting date.

Set out below are the joint ventures of the Group as at 31 December 2016. The joint ventures have share capital

consisting solely of ordinary shares, which are held directly by the Group.


The Group’s investments in joint ventures in 2016 and 2015 are:

Name of entity

Place of business and

country of incorporation

Ownership interest (%)

Principal activity20162015

Apollo Foods LimitedNew Zealand -

(1)

50Fruit beverage operations

Wawata General Partner LimitedNew Zealand5050Horticulture operations

Worldwide Fruit LimitedUnited Kingdom5050Fruit marketing

The balance date of Worldwide Fruit Limited is 30 June which is adopted by the joint venture to align its results to its

business cycle. The Group's remaining joint venture, Wawata General Partner Limited, has a balance date of 31

December.

For the purposes of applying the equity method of accounting, management accounts of the companies for the period

ended 31 December 2016 have been used, adjusted for differences in accounting policies between the Group and the

joint ventures.


(1)

On 6 September 2016, the Group sold its 50% ownership in Apollo Foods Limited.

18. INVESTMENTS IN JOINT VENTURES

29
I

T&G Global Limited and subsidiary companies29

I

T&G Global Limited and subsidiary companies

T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

18. INVESTMENTS IN JOINT VENTURES (CONTINUED)

The Group’s share of profit and the carrying amounts of the Group’s interest in all joint ventures are presented below:

2016

$’000

2015

$’000

Group’s share of profit and comprehensive income of joint ventures

Worldwide Fruit Limited1,9682,271

Other8971,563

Total

2,8653,834

Carrying amount of the Group’s interest in joint ventures

Worldwide Fruit Limited4,9206,060

Other4,5854,726

Total

9,50510,786

Transactions with joint ventures of the Group

The Group has entered into the following transactions with its joint ventures during the year:

2016

$’000

2015

$’000

Sale of pipfruit exported by the Group24,03831,572

Purchase of pipfruit from joint ventures29696

Provision of services by the Group1,6531,205

Receivables from joint ventures507949

Dividends from joint ventures received by the Group3,159698

Summarised financial information for material joint venture

Set out below is the summarised financial information for Worldwide Fruit Limited, the joint venture considered to be

material to the Group during the period.

Worldwide Fruit Limited

2016

$’000

2015

$’000

Summarised financial information

Balance sheet

Current assets26,53631,678

Current liabilities(26,051)(30,065)

Non-current assets14,30217,743

Non-current liabilities(4,947)(7,236)

Net assets

9,84012,120

Cash and cash equivalents

2,0943,498

Non-current financial liabilities excluding trade and other payables and provisions(4,947)(7,236)

Income statement

Revenue246,675248,839

Depreciation and amortisation expenses(1,202)(1,452)

Interest expense(203)(219)

Income tax expense(1,009)(1,380)

Profit after tax and comprehensive income3,9364,542

Group’s share of carrying amount4,9206,060

Group’s share of profit from continuing operations1,9682,271

Dividends received from joint venture2,460414

T&G Global Limited and subsidiary companies

I

30

CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

19. INVESTMENTS IN ASSOCIATES

Under the equity method, an investment in an associate is initially recognised in the balance sheet at cost and

adjusted thereafter to recognise the Group’s share of the profit or loss and other comprehensive income of the

associate.

Investments in associates are assessed for indicators of impairment at each reporting date.

Set out below are the associates of the Group as at 31 December 2016. The associates have share capital consisting

solely of ordinary shares, which are held directly by the Group.


The Group’s investments in associates in 2016 and 2015 are:

Name of entity

Place of business and

country of incorporation

Ownership interest (%)

Principal activity20162015

Allen Blair Properties LimitedNew Zealand3333Property investment

David Oppenheimer & Company I, L.L.C

(1)

United States of America1515Produce wholesale distributors

David Oppenheimer Transport Inc.

(1)

United States of America1515Transport

Fresh Vegetable Packers LimitedNew Zealand -

(2)

41Horticultural operations

McKay Shipping LimitedNew Zealand2525Transport

Mystery Creek Asparagus Limited

(1)

New Zealand1515Horticultural operations

N.Z. Kumara Distributors LimitedNew Zealand2020Horticultural operations

Allen Blair Properties Limited and Mystery Creek Asparagus Limited have a balance date of 31 March and N.Z. Kumara

Distributors Limited has a balance date of 31 January. These were the reporting dates established when these

companies were incorporated and it is impractical for these companies to change their balance dates. The remaining

associates of the Group have a balance date of 31 December.

For the purposes of applying the equity method of accounting, management accounts of the companies for the period

ended 31 December 2016 have been used, adjusted for differences in accounting policies between the Group and the

associates.



(1)

Although the Group holds less than 20% of the ownership of these entities, a member of the Group's management

sits on the Board of Directors of these entities, and transactions between these entities and the Group are significant to

their operations. Therefore, the Group is deemed to have significant influence over these entities and accounts for them

as associates of the Group.

(2)

During 2016, Fresh Vegetable Packers Limited ceased trading and on 22 December 2016, the Company was liquidated

with a final dividend paid to the Group.

Summarised financial information for material associate

Set out on the following page is the summarised financial information for David Oppenheimer & Company I, L.L.C., the

associate considered to be material to the Group for the period.

31
I

T&G Global Limited and subsidiary companies31

I

T&G Global Limited and subsidiary companies31

I

T&G Global Limited and subsidiary companies

T&G 2016 CONSOLIDATED FINANCIAL STATEMENTST&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

19. INVESTMENTS IN ASSOCIATES (CONTINUED)

David Oppenheimer & Company I, L.L.C.

2016

$’000

2015

$’000

Summarised financial information

Balance sheet

Current assets119,397108,072

Current liabilities(108,023)(100,832)

Non-current assets552482

Net assets

11,9267,722

Cash and cash equivalents

7,6147,555

Income statement

Revenue834,791740,609

Depreciation and amortisation expenses(252)(147)

Interest expense(360)(651)

Profit after tax and comprehensive income11,0207,584

Group’s share of carrying amount

Interest in associate1,7891,158

Other adjustment1,027968

Group’s share of carrying amount

2,8162,126

Group’s share of profit from continuing operations1,6531,138

Dividend received from associate914972

The Group’s share of profit and the carrying amounts of the Group’s interest in all associates are presented below:

2016

$’000

2015

$’000

Group’s share of profit and comprehensive income of associates

David Oppenheimer & Company I, L.L.C.1,6531,138

Other3,0801,434

Total

4,7332,572

Carrying amount of the Group’s interest in associates

David Oppenheimer & Company I, L.L.C.2,8162,126

Other8,6957,789

Total

11,5119,915

Transactions with associates of the Group

The Group has entered into the following transactions with its associates during the year:

2016

$’000

2015

$’000

Sale of pipfruit exported by the Group52,30141,609

Purchase of pipfruit from associates23,73030,731

Provision of services to the Group153422

Receivables from associates - current5346,208

Receivables from associates - non-current252431

Payables to associates9,75412,642

Dividends from associates received by the Group3,0691,617

CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

Notes

2016

$’000

2015

$’000

Current

Trade payables56,90546,353

GST and other taxes - 1,162

Employee entitlements11,16611,751

Accrued expenses19,83919,804

Owing to associates199,75412,642

Owing to Ultimate Parent's subsidiary2838-

Deferred payments to related parties283,4451,922

Crate return liability - 13,901

Total

101,147107,535

Non-current

Deferred payments2,8283,243

Deferred payments to related parties281,0232,021

Total

3,8515,264

2016

$’000

2015

$’000

Current

Secured borrowings5,0006,506

Unsecured borrowings1506

Finance lease liabilities353528

Total

5,5037,040

Non-current

Secured borrowings144,000163,040

Unsecured borrowings - 181

Finance lease liabilities564754

Total

144,564163,975

Interest rates

As at 31 December 2016 the weighted average interest rate on the secured borrowings is 3.3% (2015: 3.8%), fixed for

periods up to three months.

2016

$’000

2015

$’000

Secured and unsecured borrowings repayment schedule

Within one year5,1506,512

Between one and two years-163,156

Between two and five years 144,00065

Total

149,150169,733

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

20. TRADE AND OTHER PAYABLES

Trade and other payables are initially recognised at fair value and then subsequently measured at amortised

cost.

Borrowings are recognised initially at fair value less directly attributable transaction costs. Subsequent to initial

recognition, borrowings are stated at amortised cost using the effective interest method.

Borrowing costs are recognised in the income statement using the amortised cost method.

21. LOANS AND BORROWINGS

T&G Global Limited and subsidiary companies

I

32

33
I

T&G Global Limited and subsidiary companies33

I

T&G Global Limited and subsidiary companies

T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

21. LOANS AND BORROWINGS (CONTINUED)

Security and bank facilities

As at 31 December 2016 the Group had a term debt facility from the Bank of New Zealand, HSBC, Rabobank and

Westpac New Zealand amounting to $210.0 million (2015: $190.0 million). The seasonal facility is renewed annually and

is not drawn as at 31 December 2016. These facilities are secured by a guarantee from the Ultimate Parent.


The banking facilities for the 2017 year are as follows:

Amount

$’000Expiry date

Term debt facility200,000January 2019

Seasonal facility90,000November 2017

Money market facility40,000January 2019

Overdraft facility3,000Uncommitted

Australian dollar overdraft facility - NZD equivalent3,214Uncommitted

Gross finance lease liabilities – minimum lease payments

2016

$’000

2015

$’000

Within one year381576

Between one and five years581761

9621,337

Future finance charges on finance leases(45)(55)

Present value of finance lease liabilities

9171,282

The present value of finance lease liabilities is as follows:

Within one year353528

Between one and five years564754

Total

9171,282

22. CAPITAL AND RESERVES

Share capital

2016

shares

2015

shares

2016

$’000

2015

$’000

Balance at 31 December122,543,204119,803,316176,357170,317

As at 31 December 2016, the authorised share capital comprised 122,543,204 ordinary shares (2015: 119,803,316

ordinary shares). All shares on issue are fully paid and have no par value.


All ordinary shares rank equally with one vote attached to each fully paid ordinary share. There are no other classes of

shares issued.


A dividend was paid on 3 June 2016 (refer to note 23). As part of a dividend reinvestment plan, shareholders could elect

to receive fully paid bonus ordinary shares in lieu of some, or all, of their cash dividend. $6.0 million of the dividend

payment was reinvested by shareholders (2015: $5.2 million reinvested). No other ordinary shares were issued during

the year.

T&G Global Limited and subsidiary companies

I

34

CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

22. CAPITAL AND RESERVES (CONTINUED)

Revaluation and other reserves

2016

$’000

2015

$’000

Asset revaluation reserve

Balance at 1 January 88,47961,920

Gain on revaluation of property, plant and equipment, gross of tax - 34,729

Deferred tax effect on revaluation of property, plant and equipment - (8,170)

Transfer to retained earnings due to sale of property, plant and equipment(6,541) -

Deferred tax effect on sale of property, plant and equipment1,286 -

Balance at 31 December83,22488,479

Foreign currency translation reserve

Balance at 1 January(1,751)(4,389)

Exchange differences on translation of foreign operations, before non-controlling interests(3,039)2,638

Balance at 31 December(4,790)(1,751)

Cash flow hedge reserve

Balance at 1 January(1,146)1,778

Movements in fair value11,861129

Reclassification of net change in fair value to income statement(7,111)(4,139)

Taxation on reserve movements(1,311)1,086

Balance at 31 December2,293(1,146)

Available-for-sale investment reserve

Balance at 1 January158145

Gain on revaluation of available-for-sale investments40413

Balance at 31 December562158

Total

81,28985,740

Asset revaluation reserve

The revaluation reserve relates to commercial land and improvements, orchard land and improvements, and buildings.


Foreign currency translation reserve

The foreign currency translation reserve comprises all foreign exchange differences arising from the translation of the

consolidated financial statements of foreign operations into New Zealand dollars.


Cash flow hedge reserve

The cash flow hedge reserve accounts for the fair value movements of hedging instruments designated as cash flow

hedges.


Available-for-sale investment reserve

The available-for-sale investment reserve accounts for the fair value movements of available-for-sale investments.

35
I

T&G Global Limited and subsidiary companies35

I

T&G Global Limited and subsidiary companies

T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

23. DIVIDENDS

2016

$’000

2015

$’000

Ordinary shares

Dividend to shareholders7,1887,021

Dividends to non-controlling interests in Group subsidiaries550158

Total

7,7387,179

On 3 June 2016, the Group paid a dividend of $0.06 per share (2015: $0.06 per share) to its shareholders, of which $1.15

million was paid in cash and $6.04 million was settled through new shares issued as part of a dividend reinvestment

plan (2015: $1.85 million paid out in cash and $5.17 million settled through new shares as part of a dividend

reinvestment plan).

Capital commitments

As at 31 December, the Group is committed to the following capital expenditure:

2016

$’000

2015

$’000

Property, plant and equipment5,5438,740

Intangible assets7250

Total

5,5508,990

Operating leases

Operating leases payable

Operating leases held over properties give the Group the right, in most cases, to renew the lease subject to a

redetermination of the lease rental by the lessor. There are no renewal options or options to purchase in respect of

operating plant and equipment.

The following amounts have been committed to by the Group, but are not recognised in the financial statements:

2016

$’000

2015

$’000

Within one year14,76716,027

One to two years12,66213,885

Two to five years24,12623,686

Later than five years31,63229,042

Total

83,18782,640

24. COMMITMENTS

When the Group is the lessee

The Group leases certain property, plant and equipment. Payments made under operating leases (net of any

incentives received from the lessor) are expensed on a straight-line basis over the lease term.

When the Group is the lessor

Rental revenue (net of any incentives given to lessees) is recognised as revenue on a straight-line basis over the

lease term.

Assets leased to third parties under operating leases are included in 'Property, plant and equipment' on the

balance sheet. They are depreciated over their expected useful lives on a basis consistent with similar property,

plant and equipment.

T&G Global Limited and subsidiary companies

I

36

CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

24. COMMITMENTS (CONTINUED)

Operating leases receivable

The following amounts are minimum committed lease payments receivable from tenants and sub-tenants, but are not

recognised in the financial statements:

2016

$’000

2015

$’000

Within one year1,9401,413

One to two years1,2101,261

Two to five years2,1411,699

Later than five years484771

Total

5,7755,144

Operating leases receivable amounts are generated from the following properties:

2016

$’000

2015

$’000

Commercial land and buildings

Cost or valuation at 31 December13,94312,150

Accumulated depreciation(314)(28)

Carrying amounts

13,62912,122

Depreciation charged during the year277165

All properties, including those leased to third parties, are revalued on a cyclical basis (refer to note 16). This results in

accumulated depreciation up to the date of revaluation being reversed and subsequently the asset is depreciated on the

revalued amount from the date of revaluation.

The properties leased to third parties are still part occupied by the Group. The proportion leased externally has been

estimated based on land area occupied by third party tenants and this estimation method has been applied consistently

across all leased properties.

25. CONTINGENCIES

The Group has the following guarantees

:

2016

$’000

2015

$’000

Bonds and sundry facilities8080

Guarantees of bank facilities for associated companies3,2363,295

Total

3,3163,375

During 2015, the Group received a statement of claim from a grower regarding materials supplied by the Group. The

Group continues to defend this claim.

37
I

T&G Global Limited and subsidiary companies37

I

T&G Global Limited and subsidiary companies

T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

26. FINANCIAL RISK MANAGEMENT

The Group is subject to a number of financial risks which arise as a result of its activities, including importing, exporting

and domestic trading. Treasury activities are performed by a central treasury function and the use of derivative

financial instruments is governed by the Group’s policies approved by the Board. The Group does not engage in

speculative transactions.

Market risk


(i) Foreign exchange risk

The Group operates internationally and has exposure to foreign currency risk as a result of transactions denominated

in foreign currencies from normal trading activities. Major trading currencies include the Australian dollar, United States

dollar, Euro, Japanese yen and British pounds.


At year end, the Group had foreign exchange exposures relating to cash, debtors and creditors.


Foreign exchange risk is identified by detailed cash flow forecasting, in conjunction with the allocation of produce to the

various markets.


The Group uses forward foreign exchange contracts and currency options to manage these exposures. As at 31

December 2016, the Group held foreign exchange contracts and currency options with a contract value of $279.2 million

(2015: $176.0 million).


Exchange rate sensitivity

Reasonable fluctuations in foreign exchange rates were determined based on a review of the last two years’ historical

movements. A movement of plus or minus 7% has therefore been applied to the exchange rates to demonstrate the

sensitivity to foreign currency risk of the Group.


The following sensitivity is based on the foreign currency risk exposures in existence at the reporting date. The impact

of a plus or minus 7% foreign exchange movement on all trading currencies against New Zealand dollars, with all other

variables held constant, is illustrated below:

-7%+7%

2016

$’000

2015

$’000

2016

$’000

2015

$’000

Pre-tax (profit) / loss(669)(1,006)6161,107

Equity(9,123)(902)7,683519

(ii) Interest risk

The Group is exposed to interest rate risk as it borrows funds at both fixed and floating interest rates.


Interest rate risk is identified by forecasting cash flow requirements, short-term through to long-term. Short-term

seasonal funding is provided by a syndicate of three banks. These funding arrangements are negotiated at the start of

each season, on behalf of pipfruit growers who bear the interest cost.


The Group has floating rate borrowings used to fund ongoing activities, which are repriced at the option of the borrower

on roll-over dates.


As at 31 December 2016, $149.0 million of interest bearing loans are subject to interest rate repricing in less than six

months (2015: $169.7 million).

T&G Global Limited and subsidiary companies

I

38

CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

26. FINANCIAL RISK MANAGEMENT (CONTINUED)

Market risk (continued)


(ii) Interest risk (continued)

The table below highlights the weighted average interest rate and the currency profile of interest bearing loans and

borrowings:

20162015

Weighted average

interest rate

Loans and

borrowings

$’000

Weighted average

interest rate

Loans and

borrowings

$’000

Australian dollars8%2810%151

New Zealand dollars3%149,9634%170,864

United States dollars4%76- -

Total

150,067171,015

Interest rate derivatives

The Group’s treasury policy allows up to 100% (2015: 100%) of forecasted core debt to be fixed via interest rate

derivatives to protect the Group from exposure to fluctuations in interest rates. Accordingly, the Group has entered into

interest rate swap contracts under which it is obliged to receive interest at variable rates and to pay interest at fixed

rates.

Swaps currently in place cover approximately 83% (2015: 74%) of the principal outstanding. The fixed interest rates

average 3.8% (2015: 3.8%). The variable rates are set at the BBR 90 day settlement rate, which at balance date was 2.2%

(2015: 2.8%). The contracts require settlement of net interest receivable or payable each 90 days as appropriate, and

are settled on a net basis. As at 31 December 2016 the Group held swaps with a contract value of $130.0 million (2015:

$120.0 million).


Interest rate sensitivity

At year end all loans are at fixed rates for defined periods of up to six months, after which interest rates will be reset.

Additionally, the Group has overnight deposits that are subject to fluctuations of interest rates. If the Group’s year end

loan and deposit balances had remained the same throughout the year and interest rates moved by 1%, then the impact

would be a $1.5 million gain or loss on pre-tax profits (2015: $1.7 million).

A 1% sensitivity has been used as this is what management estimates is a likely interest rate movement for the year.

(iii) Price / commodity risk

The Group does not trade in commodity instruments and therefore is not exposed to commodity price risk.


Credit risk


In the normal course of business, the Group is exposed to counterparty credit risks. The maximum exposure to credit

risk at 31 December 2016 is equal to the carrying value for cash and cash equivalents, trade and other receivables and

derivative financial instruments. Credit risk is managed by restricting the amount of cash and derivative financial

instruments which can be placed with any one institution and these institutions are all New Zealand registered banks

with at least a Standard & Poor’s rating of A.


Due to the nature and dispersion of the Group’s customers and growers, the Group’s concentration of credit risk is not

considered significant.

39
I

T&G Global Limited and subsidiary companies39

I

T&G Global Limited and subsidiary companies

T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

26. FINANCIAL RISK MANAGEMENT (CONTINUED)


Liquidity risk


The Group manages liquidity risk by continuously monitoring cash flows and forecasts and matching maturity profiles of

financial assets and liabilities. The Group also maintains adequate headroom on its loan facilities.


Policies are established to ensure all obligations are met within a timely and cost effective manner.


The following table analyses the Group’s financial liabilities into relevant contractual maturity groupings based on the

remaining period at the reporting date to the contractual maturity date. For the purpose of this table, it is assumed that

year end interest rates applicable to the term loan will apply through to expiry of the term loan facility, even though the

Group has the option to repay the loan prior to its expiry date.


The amounts disclosed below are contractual undiscounted cash flows at reporting date:

Carrying

amount

$’000

Less than

six months

$’000

Between six

months and

one year

$’000

Between

one and

two years

$’000

Between

two and five

years

$’000

Over five

years

$’000

Total

$’000

Financial liabilities

2016

Borrowings149,1507,3902,3904,780144,163 - 158,723

Trade and other payables (excluding employee

entitlements and taxes)

93,83289,981 - 3,385645 - 94,011

Derivative financial instruments - cash flow

hedges:

6,356

Inflows(24,551)(73,681)(66,538)(7,640)(12,365)(184,775)

Outflows25,84575,86969,29510,35712,639194,005

Derivative financial instruments - fair value

through profit or loss:

51

Inflows(1,709) - - - - (1,709)

Outflows1,762 - - - - 1,762

Finance lease liabilities917191190381200 - 962

Financial guarantees3,3163,316 - - - - 3,316

Total

253,622102,2254,76811,303147,725274266,295

2015

Borrowings169,7339,6183,112163,519150 - 176,399

Trade and other payables (excluding employee

entitlements and taxes)

99,88694,764 - 5,637 - - 100,401

Derivative financial instruments - cash flow

hedges:

7,144

Inflows(15,609)(25,827)(13,781)(9,239)(1,317)(65,773)

Outflows16,87527,90815,53111,3151,69673,325

Derivative financial instruments - fair value

through profit or loss:

57

Inflows(1,418) - - - - (1,418)

Outflows1,475 - - - - 1,475

Finance lease liabilities1,282326250322439 - 1,337

Financial guarantees3,3753,375 - - - - 3,375

Total

281,477109,4065,443171,2282,665379289,121

For cash flow hedges, the impact on the profit and loss is expected to occur at the same time as the cash flows occur.

T&G Global Limited and subsidiary companies

I

40

CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

Financial covenantRequirement imposed

Contingent liabilities

Contingent liabilities of the Group shall not at any time exceed 5% of total tangible assets of the

Group.

Debt to debt and equity

The debt to debt and equity percentage shall not exceed the specified percentage as at the end of

each month. This percentage ranges from 45% to 55%.

Tangible net worthThe tangible net worth of the Group shall not be less than $250 million.

Seasonal facility stock and debtors

Seasonal facility stock and debtors of the Group shall at all times be equal to or exceed the specified

percentage as at the end of each month. This percentage ranges from 1.1:1 to 1.25:1.

Total net worthThe total net worth of the Ultimate Parent shall not at any time be less than EUR 750 million.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

26. FINANCIAL RISK MANAGEMENT (CONTINUED)

Capital risk management

The main objective of capital risk management is to ensure the Group operates as a going concern, meeting debts as they

fall due, maintaining the best possible capital structure and reducing the cost of capital. Group capital consists of share

capital, other reserves and retained earnings. To maintain or alter the capital structure the Group has the ability to review

the size of dividends paid to shareholders, return capital or issue new shares, reduce or increase debt, or sell assets.

There are a number of externally imposed bank financial covenants required as part of seasonal and term debt facilities.

These covenants are calculated monthly and reported to the banks on a monthly and quarterly basis.

The key covenants are as follows:

In addition, the Group also makes the following undertakings:

• At all times, the tangible assets of the Group entities that form part of the guaranteeing group shall not be less than

90% of the total tangible assets of the whole Group.

• At all times, the total earnings before interest and tax (EBIT as defined within the banking agreement) of the Group

entities that form part of the guaranteeing group shall not be less than 80% of the total EBIT of the Group.

Seasonality

Due to the seasonal nature of the business the risk profile at year end is not representative of all risks faced during the

year. Seasonality causes large fluctuations in the size of borrowings and debtors.

41
I

T&G Global Limited and subsidiary companies41

I

T&G Global Limited and subsidiary companies

T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

26. FINANCIAL RISK MANAGEMENT (CONTINUED)

Financial instruments by category

The classification of the Group's financial assets and liabilities depends on the purpose for which the assets

were acquired or liabilities were incurred. Management determines the classification of its financial assets and

liabilities at initial recognition and re-evaluates this designation at every reporting date.

Financial assets classed as loans and receivables and financial liabilities classed as measured at amortised cost

are carried at amortised cost less any impairment. Loans and receivables includes cash and cash equivalents

which comprises cash balances and call deposits . Bank overdrafts that are repayable on demand and form an

integral part of the Group’s cash management are included in current liabilities in the balance sheet and as a

financial liability measured at amortised cost, unless there is a right of offset, and included as a component of

cash and cash equivalents in the statement of cash flows.

Financial assets and liabilities carried at fair value through profit or loss are initially recognised at fair value.

Realised and unrealised gains arising from changes in fair value are included in the income statement.

Financial assets and financial liabilities classed as derivatives for hedging are recognised at fair value. The Group

recognises the effective portion of changes in the fair value of derivative financial instruments that qualify as

cash flow hedges in other comprehensive income. Gains or losses relating to the ineffective portion of a cash

flow hedge are recognised in the income statement. Amounts taken to equity are transferred to the income

statement when the hedged transaction affects the income statement.

Available-for-sale financial assets are carried at fair value. Unrealised gains and losses arising from changes in

fair value are recognised in other comprehensive income, except for foreign exchange movements in monetary

assets which are recognised in the income statement. When available-for-sale financial assets are sold, the

accumulated fair value adjustments are included in the income statement as gains or losses.

Financial assets

Loans and

receivables

$’000

Fair value

through

profit or

loss

$’000

Derivatives

for hedging

$’000

Available-

for-sale

$’000

Total

$’000

2016

Cash and cash equivalents17,064 - - - 17,064

Trade and other receivables (excluding prepayments and taxes)102,482 - - - 102,482

Available-for-sale financial assets - - - 928928

Derivative financial instruments - 299,478 - 9,507

119,546299,478928129,981

2015

Cash and cash equivalents13,654 - - - 13,654

Trade and other receivables (excluding prepayments and taxes)108,623 - - - 108,623

Available-for-sale financial assets - - - 530530

Derivative financial instruments - - 5,810 - 5,810

122,277 - 5,810530128,617

T&G Global Limited and subsidiary companies

I

42

CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

26. FINANCIAL RISK MANAGEMENT (CONTINUED)

Financial instruments by category (continued)

Financial liabilities

Measured

at

amortised

cost

$’000

Fair value

through

profit or

loss

$’000

Derivatives

for hedging

$’000

Total

$’000

2016

Borrowings149,150 - - 149,150

Trade and other payables (excluding employee entitlements and taxes)93,832 - - 93,832

Finance lease liabilities917 - - 917

Derivative financial instruments - 516,3566,407

243,899516,356250,306

2015

Borrowings169,733 - - 169,733

Trade and other payables (excluding employee entitlements and taxes)99,886 - - 99,886

Finance lease liabilities1,282 - - 1,282

Derivative financial instruments - 577,1447,201

270,901577,144278,102

Techniques applied by the Group which use methods and assumptions to estimate the fair value of financial

assets and liabilities are considered to be level 2 in the fair value hierarchy. Inputs other than quoted prices

included within level 1 of the fair value hierarchy are observable for the asset or liability, either directly

(that is, as prices) or indirectly (that is, derived from prices). There have been no transfers between levels

during the year.

Fair value measurement

For both 2015 and 2016 financial years, the estimated fair values of all the Group’s other financial assets and liabilities

approximate their carrying values.

27. EARNINGS PER SHARE

The earnings used to calculate basic and diluted earnings per share is net profit after tax attributable to equity holders of

the Parent of $30.5 million (2015: $18.1 million).

The weighted average number of shares used to calculate basic and diluted earnings per share is 121,390,355 shares

(2015: 117,240,092 shares).

The basic and diluted earnings per share is 25.1 cents (2015: 15.4 cents).

43
I

T&G Global Limited and subsidiary companies43

I

T&G Global Limited and subsidiary companies

T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

28. RELATED PARTY TRANSACTIONS

Transactions with joint ventures and associates

The Group has related party transactions with its joint ventures and associates. The details of the transactions are

contained in notes 18 and 19 respectively.

Transactions with the Ultimate Parent

The Group has related party transactions with the Ultimate Parent as follows:

2016

$’000

2015

$’000

Sale of produce by the Group - 30

Provision of services by the Group181 -

Receivable by the Group as at 31 December181 -

Transactions with the Ultimate Parent's subsidiaries and associates

The Group has related party transactions with R.I. Solution GmbH, a wholly-owned subsidiary of the Ultimate Parent,

and the transactions with this subsidiary are detailed as follows:

2016

$’000

2015

$’000

Provision of services to the Group(1,047)(487)

Payable by the Group as at 31 December(38) -

The Group also has related party transactions with Obst vom Bodensee Vertriebsgesellschaft m.b.H., an associate of the

Ultimate Parent, and the transactions with this associate are detailed as follows:

2016

$’000

2015

$’000

Sale of produce by the Group3,6215,142

Provision of services to the Group(1,698)(1,399)

Receivable by the Group as at 31 December - 141

Deferred payments to related parties

As part of the agreement to purchase the remaining shares in Delica Limited, the Group has a $2.1 million payable to the

former directors and management of Delica Limited in the form of deferred consideration (2015: $3.9 million).

As part of the agreement to purchase the remaining shares in Delica North America, Inc., the Group has a $2.4 million

payable to the former directors and management of Delica North America, Inc. in the form of deferred consideration.

Refer to note 15 for further information.

Total deferred payments due within 12 months is $3.4 million (2015: $1.9 million) and greater than 12 months is $1.0

million (2015: $2.0 million).

Key management personnel compensation

2016

$’000

2015

$’000

Short-term employee benefits3,4763,501

Long-term employee benefits138392

Termination benefits - 220

Directors’ remuneration480498

Total

4,0944,611

T&G Global Limited and subsidiary companies

I

44

CONSOLIDATED FINANCIAL STATEMENTS T&G 2016

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

29. INVESTMENTS IN SUBSIDIARIES

Significant subsidiaries of the Group are listed below:

Name of entityPrincipal activity

Place of business /

country of incorporation

2016

%

2015

%

Apollo Apples (2014) LimitedHorticulture operationsNew Zealand100100

Berryfruit New Zealand LimitedHorticulture operationsNew Zealand100100

Delica LimitedFruit exportNew Zealand100100

Delica Australia Pty LimitedFruit exportAustralia100100

Delica Domestic Pty Limited

Fruit and produce wholesale

distributor

Australia8080

Delica North America, Inc.

(5)

Fruit exportUnited States of America10075

Delica (Shanghai) Fruit Trading Company LimitedIn-market services and fruit importChina100100

ENZA Fresh, Inc.Pipfruit promotionUnited States of America100100

ENZA Investments USA, Inc.Investment companyUnited States of America100100

ENZAFOODS New Zealand Limited

Manufacture of processed fruit and

vegetable products

New Zealand100100

ENZAFRUIT New Zealand (CONTINENT)Pipfruit marketingBelgium100100

ENZAFRUIT New Zealand (U.K.) LimitedInvestment companyUnited Kingdom100100

ENZAFRUIT New Zealand International LimitedHorticulture operationsNew Zealand100100

ENZAFRUIT Peru S.A.CHorticulture operationsPeru100100

ENZAFRUIT Products Inc.

Fruit variety development and

propagation

United States of America100100

Fresh Food Exports 2011 Limited

(2)

Fresh produce exportNew Zealand - 100

Fruit Distributors LimitedInvestment companyNew Zealand100100

Fruitmark NZ LimitedProcessed foods brokingNew Zealand100100

Fruitmark Pty LimitedProcessed foods brokingAustralia100100

Fruitmark USA Inc.Processed foods brokingUnited States of America100100

Great Lake Tomatoes LimitedHorticulture operationsNew Zealand100100

Rembrandt van Rijen Limited

(3)

Horticulture operationsNew Zealand - 100

Rianto Limited

(3)

Property holdingsNew Zealand - 100

Safer Food Technologies LimitedInvestment companyNew Zealand100100

Status Produce LimitedHorticulture operationsNew Zealand100100

Status Produce Favona Road LimitedLeased property holdingNew Zealand100100

T&G Fruitmark HK Limited

(6)

Processed foods brokingHong Kong100100

T&G Japan Limited

(4)

Market servicesJapan100 -

T&G South East Asia Limited

(1)

Fruit import and market servicesThailand100 -

T&G Vizzarri Farms Pty Limited

Fruit and produce wholesale

distributor

Australia5050

Taipa Water Supply LimitedWater supplyNew Zealand6565

Turners & Growers (Fiji) LimitedFresh produce exportFiji7070

Turners & Growers Fresh LimitedFresh produce wholesale distributorNew Zealand100100

Turners and Growers Horticulture LimitedHorticulture operationsNew Zealand100100

Turners & Growers New Zealand LimitedShared services companyNew Zealand100100

The balance date of all subsidiaries is 31 December.

45
I

T&G Global Limited and subsidiary companies45

I

T&G Global Limited and subsidiary companies

T&G 2016 CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

29. INVESTMENTS IN SUBSIDIARIES (CONTINUED)

(1)

On 31 March 2016, T&G South East Asia was incorporated. The entity is located in Bangkok, Thailand.

(2)

On 29 April 2016, Fresh Food Exports 2011 Limited was amalgamated into Delica Limited.

(3)

On 2 May 2016, Rembrandt van Rijen Limited and Rianto Limited were amalgamated into Status Produce Limited.

(4)

On 12 August 2016, T&G Japan Limited was incorporated. The entity is located in Tokyo, Japan.

(5)

On 14 October 2016, the Group acquired the remaining 25% of the issued shares from non-controlling interests of

Delica North America Inc. Refer to note 15 for further information.

(6)

On 23 December 2016, ENZAFRUIT (Hong Kong) Limited was renamed to T&G Fruitmark HK Limited.

30. EVENTS OCCURING AFTER THE BALANCE DATE

Consolidation of Worldwide Fruit Limited

At 31 December 2016, Worldwide Fruit Limited (Worldwide Fruit) was accounted for as a joint venture by the Group.

On 2 January 2017, the shareholders' agreement of Worldwide Fruit was renegotiated. Upon renegotiation, ENZAFRUIT

New Zealand (U.K.) Limited (ENZAFRUIT U.K.), a wholly-owned subsidiary of the Group, remained a 50% shareholder of

Worldwide Fruit with the remaining 50% owned by Fruition PO Limited.

Due to the terms of the renegotiated shareholders' agreement, the Group considers Worldwide Fruit to be a subsidiary of

ENZAFRUIT U.K. from 2 January 2017. The shareholders' agreement specifies that ENZAFRUIT U.K. has the right to approve

Worldwide Fruit's annual business plan and annual budget, the right to approve the appointment of the Chief Executive

Officer, and the right to appoint three out of six directors.

This satisfies the criteria set out in NZ IFRS 10 Consolidated Financial Statements around achieving control over an entity.

Consequently, from 2 January 2017 Worldwide Fruit will be accounted for as a subsidiary.

The carrying value of the Group's equity interest in Worldwide Fruit immediately prior to the acquisition was $4.9 million.

In the management accounts of Worldwide Fruit at 31 December 2016, the entity held assets of $40.8 million and

liabilities of $31.0 million. The Group has not yet performed a fair valuation assessment of Worldwide Fruit's net assets.

If the acquisition had occurred on 1 January 2016, the acquired business would have contributed an additional $246.7

million to revenue and $2.0 million to profits attributable to non-controlling interests for the year ended 31 December

2016.

Final dividend announced

On 28 February 2017, the Board resolved to pay a final dividend to the shareholders of $0.06 per share.

There are no other events post balance date that would cause a material misstatement to the financial information

presented in this report.

T&G Global Limited and subsidiary companies

I

46

INDEPENDENT AUDITOR'S REPORT T&G 2016

Independent Auditor’s Report to the Shareholders of T&G Global Limited

Opinion

Basis for opinion

Audit materiality

Key audit matters

We have audited the consolidated financial statements of T&G Global Limited and its subsidiaries

(the ‘Group’), which comprise the consolidated balance sheet as at 31 December 2016, and the

consolidated income statement, statement of comprehensive income, statement of changes

in equity and statement of cash flows for the year then ended, and notes to the consolidated

financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements, on pages 1 to 45, present

fairly, in all material respects, the consolidated financial position of the Group as at 31 December

2016, and its consolidated financial performance and its consolidated 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’).

We conducted our audit in accordance with International Standards on Auditing (‘ISAs’) and

International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). 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 issued by the New Zealand Auditing and

Assurance Standards Board and the International Ethics Standards Board for Accountants’ Code

of Ethics for Professional Accountants, and we have fulfilled our other ethical responsibilities in

accordance with these requirements.

Other than in our capacity as auditor including the provision of audit related services, the

provision of whistle blower hotline services, and administration of the corporate tax payer group

of which the Group is a member, we have no relationship with or interests in the Company or

any of its subsidiaries. These services have not impaired our independence as auditor of the

Company and Group.

We consider materiality primarily in terms of the magnitude of misstatement in the financial

statements of the Group that in our judgement would make it probable that the economic

decisions of a reasonably knowledgeable person would be changed or influenced (the

‘quantitative’ materiality). In addition, we also assess whether other matters that come to our

attention during the audit would in our judgement change or influence the decisions of such a

person (the ‘qualitative’ materiality). We use materiality both in planning the scope of our audit

work and in evaluating the results of our work.

Based on our professional judgement, we determined the quantitative materiality for our audit of

the Group’s financial statements as a whole to be $6.5 million.

Key audit matters are those matters that, in our professional judgement, were of most

significance in our audit of the consolidated financial statements of the current period. 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.

Colin Fong, Perfect Produce (Pukekohe, New Zealand)
T&G Global Limited and subsidiary companies

I

48

Other information

Directors’

responsibilities for

the consolidated

financial statements

Key audit matterHow our audit addressed the key audit matter

Biological asset valuations – refer note 14

The Group's biological assets of $22.9 million represent

produce including apples, blueberries, citrus fruit, kiwifruit,

tomatoes and grapes, growing on bearer plants (e.g. trees

and vines) at balance date.

Biological assets are measured at fair value less estimated

point-of-sale costs. This is calculated by the Group using

discounted cash flow models.

The valuation of biological assets is a key audit matter due to

the subjective judgements and assumptions in the valuation

models, many of which are specific to the location of the

asset and therefore unobservable in the market. As disclosed

in note 14 of the financial statements these unobservable

inputs and assumptions include the forecast production

per hectare per annum by weight, prices expected to be

received, costs expected to be incurred and a discount rate

reflecting the risks inherent in the crops.

The discount rate takes into account the risk of unknown

adverse events including natural events, the possible impact

of diseases and other adverse factors that may impact on

the quality, yield or price.

We held discussions with management to understand if

there were changes in market or environmental conditions,

or other risks inherent in the current crop valuations. Our

audit procedures were focused on the higher value biological

assets, or where in our professional judgement there is a

greater level of uncertainty associated with the cash flow

forecasts.

We engaged a Deloitte valuation specialist to consider

whether the valuation methods applied were reasonable.

We compared the forecast production per hectare, forecast

prices, and forecast costs to the approved budgets for the

relevant fruit growing activities, and assessed the historical

accuracy of the Group’s forecasts.

With input from our Deloitte valuation specialist we assessed

the discount rates assumed in the model and understood

changes from the prior year. We also performed sensitivity

analysis to test the impact that a change in the discount rate

has on the valuation of the biological assets.

We checked the mechanical accuracy of the discounted cash

flow models.

The directors are responsible for the other information. The other information comprises the

information in the Annual Report that accompanies the consolidated financial statements and

the audit report. The Annual Report is expected to be made available to us after the date of this

auditor's report.

Our opinion on the consolidated financial statements does not cover the other information and

we will not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to

read the other information identified above when it becomes available and 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.

When we read the other information in the Annual Report, if we conclude that there is a material

misstatement therein, we are required to communicate the matter to the directors.

The directors are responsible on behalf of the Group 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 on behalf of the

Group 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

Restriction on use

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 and ISAs (NZ)

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 consolidated financial statements

is located on the External Reporting Board’s website at:

https://www.xrb.govt.nz/Site/Auditing_Assurance_Standards/Current_Standards/Page1.aspx

This description forms part of our auditor’s report.

This report is made solely to the Company’s shareholders, as a body. Our audit has been

undertaken so that we might state to the Company’s shareholders those matters 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’s shareholders

as a body, for our audit work, for this report, or for the opinions we have formed.

Peter Gulliver

Partner for Deloitte Limited

Auckland, New Zealand

28 February 2017

47

I

T&G Global Limited and subsidiary companiesT&G Global Limited and subsidiary companies

I

48

T&G 2016T&G 2016INDEPENDENT AUDITOR'S REPORTINDEPENDENT AUDITOR'S REPORT

---

T&G GROUP
FINANCIAL SUMMARY

T&G Global is pleased to announce a profit after tax increase of 67% to $32.4 million for the year

ended 31 December 2016.

The 2016 financial year was another year of growth for T&G Global with improvements in both operating profit and profit

after tax from the 2015 financial year. This result has been achieved through a combination of solid performances from most

of T&G Global’s divisions and the strategic sale of T&G Global’s crate hireage business, the Fruit Case Company (FCC).


Revenue and operating profit growth in 2016

The 2016 financial year saw continued strong pricing for New Zealand apples and a full year of trading from the tomato

companies acquired towards the end of 2015. T&G Global also experienced strong growth in table grapes and asparagus

out of Australia and North America. New kiwifruit sales in Southeast Asia through a memorandum of understanding with

Zespri, and uplifts in business in the New Zealand, Australian and Fijian domestic markets also contributed to the result.

These factors contributed to T&G Global experiencing an increase in revenue of $59.0 million or 7%, a pleasing result given

the strong revenue growth already experienced in 2015. The revenue gains were offset by approximately $7.5 million of lost

revenue due to the sale of FCC.

T&G Global saw a corresponding increase in purchases, raw materials and consumable costs of $52.6 million or 9%, which

offset some of the growth in revenue.

Total other operating costs increased by $10.7 million or 5%. Depreciation and amortisation expenses increased by $2.5

million due to a rise in T&G Global’s asset base. This was a result of prior year business acquisitions and a higher depreciation

base for the Group’s properties caused by property revaluations carried out in the final quarter of 2015.

The Group continued to grow its presence globally with new trading offices in Thailand, Japan and Europe, and this growth

contributed to an increase in employee costs. During 2016, employees of T&G Global saw inflationary adjustments in

remuneration and received an incentive payment which recognised their contribution towards a good result in 2015. These

factors contributed to employee costs increasing by $10.2 million or 9% from 2015.

T&G Global’s operating profit for the 2016 financial year of $33.4 million is an increase of $3.2 million or 10% from last year.

This increase is due mainly to operational improvements made in the Pipfruit and New Zealand Produce divisions, although

this was offset by weaker performances in the International and Processed Foods divisions

The improvements in T&G Global’s main operating divisions combined with the one-off gain from the sale of FCC saw profit

after income tax improve to $32.4 million, a $13.0 million or 67% increase from 2015.


Steady growth in Pipfruit division

Since 2014, T&G Global has been embarking on a programme to expand its growing operations and the 2016 financial year

saw the first impacts from this programme, with increases in volume that will continue over time as young trees mature to

full production. The increases in volume of T&G Global’s own-grown apples in 2016 more than compensated for the loss in
volume of traded product due to adverse weather events in the Nelson region.

In the Northern Hemisphere, T&G Global’s partner growers increased their harvested volumes of JAZZ™, Envy™, and Pacific

Rose™ for domestic and export sales in North America and Europe, leading to higher royalty income in 2016 as T&G Global

owns the plant variety rights (PVR) to these varieties.

Despite the continued pressure in the Continental European and United Kingdom markets from oversupply of apples, JAZZ™

has performed well in terms of volume and pricing, giving growers in these regions comfort to further invest in this variety.

Envy™ has also started becoming more popular with new plantings in Italy and Spain which will support growth in this region

as demand for Envy™ grows.

Sales into Asia have increased again in 2016 partly due to the newly established offices in Thailand and Japan, as well as

further expansion through T&G Global’s Chinese operation.

Overall, the division’s operational result from last year has been driven by improved continuity of year-round supply and

strong in-market pricing. Operating profit in the Pipfruit division increased to $32.5 million during 2016 from $32.0 million in

the prior year. The average return to growers of T&G Global’s apple varieties JAZZ™ and Envy™ improved this year to $30.3

and $49.0 per box respectively.

With Envy™ once again generating high returns, T&G Global’s own orchards and its New Zealand partner growers achieved

record earnings per hectare.


International Produce division held back by unexpected costs

2016 was a year of investment, success and growth for many parts of the International Produce division, with external

revenue increasing by $45.2 million from 2015. Increased volumes and margins in global trading of table grapes, asparagus

and blueberries saw revenue from Australian and North American exports reach new highs.

Further growth in New Zealand exports into Asia and the Pacific Islands as well as the import businesses into Australia and

Fiji also contributed to the increase in revenue.

The default of a major customer and additional set-up costs for newly established overseas offices tempered the successes

in 2016, resulting in a reduction in operating profit of the division to $2.2 million from $4.8 million in 2015. Despite this, the

International Produce division is well positioned to recover in 2017.


New Zealand Produce division business success

In 2014, the New Zealand Produce division reported an operating loss of $0.1 million. Two years on, the division has returned

an operating profit of $8.9 million. This improvement is the result of a new customer centric model that has helped regain

market share for the wholesale markets, improve results for imports of tropical fruit, and drive T&G Global’s Covered Crops

business to achieving record profits.

Other highlights in 2016 for New Zealand Produce included positive profit contributions from T&G Global’s maturing

berryfruit operations, and operational changes at the transport business leading to a return to positive contributions.

The turnaround in New Zealand Produce has been particularly pleasing and through its customer centric focus, commitment
to operational improvements, and organic business growth, the division has returned to its traditional role as the backbone

of T&G Global.


Challenges at Processed Foods division

Processed Foods had a challenging year in 2016 having to contend with lower prices, competitive markets in Australia,

unfavourable NZD to AUD exchange rates, and other market and processing issues. Apples available for processing were

also down on prior year resulting in the processing plants operating below capacity. These factors left the division in a loss-

making situation in 2016.

Fruitmark also suffered from competitive price pressures in the Australian market resulting in reduced margins. On a more

positive note, Fruitmark established an American office in 2015, which should make a positive contribution in 2017.


Solid financial position

Total net assets for T&G Global as at 31 December 2016 have increased by $25.9 million from 31 December 2015 due mostly

to a reduction in borrowings during the year. T&G Global’s total borrowings decreased by $20.9 million with repayments

towards the term debt facility accounting for most of this decrease.

This was offset by a reduction in total assets, mostly through property, plant and equipment which decreased by $7.4 million.

This decrease was due to the sale of FCC and other asset disposals, as well as higher depreciation expenses. T&G Global’s

capital expenditure programme of $34.0 million was fully funded from normal operations.

Share capital has increased by $6.0 million in 2016 because of a dividend reinvestment plan that was concluded earlier in

the year.

Due to a stronger net asset position, net tangible assets per share* increased from $2.47 per share to $2.62 per share.

Earnings per share** also significantly improved from 15.4 cents per share in 2015 to 25.1 cents per share in 2016.

*Net tangible assets per share is defined as total net assets less intangible assets divided by number of shares issued at balance date.

** Earnings per share is net profit attributable to equity holders of the issuer divided by the weighted average number of shares for the year.



Authorised by:

Prof. Klaus Josef Lutz

Chairman


ENDS

For media information, please contact:


Jo Jalfon

Corporate Communications Manager

T&G Global Ltd

Tel: + 64 27 201 2645

Email: joanne.jalfon@tandg.global

Web: www.tandg.global

---

APPENDIX 7 – NZSX Listing Rules
Number of pages including this one

(Please provide any other relevant

NZSX Listing Rule 7.12.2. For rights, NZSX Listing Rules 7.10.9 and 7.10.10. details on additional pages)

For change to allotment, NZSX Listing Rule 7.12.1, a separate advice is required.

Full name

of Issuer

Name of officer authorised to

Authority for event,

make this notice

e.g. Directors' resolution

Contact phone

Contact fax

numbernumber

Date

Nature of event

BonusIf ticked,

Rights Issue

Tick as appropriate

Issue

state whether:Taxable

/ Non TaxableConversionInterestRenouncable

Rights IssueCapitalCallDividend

If ticked, stateFull

non-renouncable

change

X

whether:

InterimYear

X

SpecialDRP Applies

EXISTING securities affected by this

If more than one security is affected by the event, use a separate form.

Description of theISIN

class of securities

If unknown, contact NZX

Details of securities issued pursuant to this eventIf more than one class of security is to be issued, use a separate form for each class.

Description of theISIN

class of securities

If unknown, contact NZX

Number of Securities toMinimum

Ratio, e.g

be issued following eventEntitlement

1 for 2 for

Conversion, Maturity, Call

Treatment of Fractions

Payable or Exercise Date

Tick if

provide an

pari passu

ORexplanation

Strike price per security for any issue in lieu or date

of the

Strike Price available.

ranking

Monies Associated with Event

Dividend payable, Call payable, Exercise price, Conversion price, Redemption price, Application money.

Source of

Amount per security

Payment

(does not include any excluded income)

Excluded income per security

(only applicable to listed PIEs)

Supplementary

Amount per security

Currencydividendin dollars and cents

details -

NZSX Listing Rule 7.12.7

Total monies

TaxationAmount per Security in Dollars and cents to six decimal places

In the case of a taxable bonusResident

Imputation Credits

issue state strike priceWithholding Tax(Give details)

Foreign

FDP Credits

Withholding Tax(Give details)

Timing

(Refer Appendix 8 in the NZSX Listing Rules)

Record Date 5pmApplication Date

For calculation of entitlements -Also, Call Payable, Dividend /

Interest Payable, Exercise Date,

Conversion Date. In the case

of applications this must be the

last business day of the week.

Notice DateAllotment Date

Entitlement letters, call notices,For the issue of new securities.

conversion notices mailedMust be within 5 business days

of application closing date.

OFFICE USE ONLY

Ex Date:

Commence Quoting Rights:Security Code:

Cease Quoting Rights 5pm:

Commence Quoting New Securities:Security Code:

Cease Quoting Old Security 5pm:

31 March 201707 April 2017

$$0.003000$0.023333

$

NZD

$7,352,592.24

Date Payable

NEW ZEALAND DOLLARS

Enter N/A if not

applicable

NZTURE0002S5

In dollars and cents

CASH HELD

$0.060

(09) 573 8899(09) 573 478901032017

Ordinary Shares

EMAIL: announce@nzx.com

Notice of event affecting securities

T&G GLOBAL LIMITED

Doug Bygrave - Company SecretaryDirectors' Resolution

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.

Other issuers discussed similar conditions around this time

Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.

  • PGW — PGG Wrightson Limited: Half Year Results Announcement
    2017-02-20

    “We benefit from our diversified business portfolio. This half year our Water and Wool businesses had softer earnings versus the corresponding period last year. Our New Zealand Seeds business was also back slightly, but our other business units all performed at or better than…”