T&G GLOBAL ACHIEVES 67% INCREASE IN PROFIT AFTER TAX
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
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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
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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
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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
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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.
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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.
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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.
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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
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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.
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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
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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
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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
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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
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T&G Global Limited and subsidiary companies13
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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
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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
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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
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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
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T&G Global Limited and subsidiary companies19
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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
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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
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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
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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
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T&G Global Limited and subsidiary companies23
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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
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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
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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
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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
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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
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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
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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
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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.
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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
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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
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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
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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
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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
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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
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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
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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
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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
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T&G Global Limited and subsidiary companies41
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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
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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
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T&G Global Limited and subsidiary companies43
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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
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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
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T&G Global Limited and subsidiary companies45
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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
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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
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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.
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