Seeka Annual Shareholders Meeting Presentation
Annual Shareholder Meeting
27 April 2018
2
Agenda
1. Directors and proxies
2. Chairman’s introduction
3. Chief executive’s report
4. Resolutions
5. General business
3
Directors
Cecilia Tarrant
John Burke
Marty Brick
Mel Diaz
Ratahi Cross
Ashley Waugh – Audit Committee Chairman
Fred Hutchings - Chairman
The Board is actively
engaged in the
governance, strategy
and direction of Seeka
4
Proxies
Proxies received by the company are as follows
Chairman 280,783
Fred Hutchings 234,457
Te Horipo Karaitiana 1,267,410
Ella Van Eden 19,405
New Zealand Shareholders Association 80,206
To t a l 1,882,261
Chairman’s introduction
Fred Hutchings
6
Foreign ownership
Seeka is currently an overseas person under the Overseas Investment Act with
more than 25% of our shares owned by overseas persons
There is potential for this to have a negative effect on Seeka given the nature of our
business
Farmind Corporation of Japan has advised they will undertake an off-market trade
of approximately 6.55% of the shares in Seeka to New Zealand persons this
evening
This will result in Seeka:
▪No longer being considered an overseas person under the Overseas Investment Act
▪Being able to waive the Overseas Investment Act approval condition of the Northland deal
▪Being able to complete phase one settlement of the Northland deal on April 30 as scheduled
Farmind to transfer 6.55% of the shares in Seeka
7
Foreign ownership continued
Seeka will monitor the company’s foreign ownership percentage as best able and
advise the market each 6 months
Additionally Seeka will put overseas investors on notice through a public
announcement of the implications of making an investment in Seeka (particularly
without OIO approval) and inviting any foreign investor to contact Seeka in advance
of investing
Regular public announcements
8
Performance features of 2017
Lower kiwifruit volumes by 21%, Hayward down by 33%
Improvement focus
▪Avocado earnings
▪Australia earnings
▪Cost control – maintenance
▪Procurement
But
Deferred tax correction
Banana business goodwill impairment
9
Lower kiwifruit volumes across the industry, total kiwifruit down by 21% on the
previous year and Hayward (Green) down by 33%
Revenue and packed kiwifruit volumes
19.6m
21.4m
27.8m
32.4m
25.6m
20132014201520162017
Total kiwifruit
trays packed
$97m
$116m
$142m
$191m
$187m
Revenue ↓ 2%
Kiwifruit ↓ 21%
Revenue
10
$97m
$116m
$142m
$191m
$187m
Revenue and EBITDA
$9.4m
$11.3m
$13.9m
$24.8m
$23.1m
20132014201520162017
Revenue
EBITDA
Revenue ↓ 2%
EBITDA ↓ 7%
$23.2m
$22.7m
Underlying
EBITDA ↓ 2%
2016 underlying EBITDA = $23.2m. $2.9m grower incentive scheme, ($4.1m) insurance proceeds and ($0.4m) early termination of long term lease orchards
2017 underlying EBITDA = $22.7m. ($0.1m) insurance proceeds, ($0.3m) early termination of long term lease orchards
11
$97m
$116m
$142m
$191m
$187m
$2.3m
$3.2m
$4.3m
$10.4m
$5.8m
20132014201520162017
$9.4m
$6.7m
Revenue and NPAT
Revenue
Net profit
after tax
Revenue ↓ 2%
NPAT ↓ 44%
Underlying
NPAT ↓ 29%
2016 underlying NPAT = $9.4m. $2.1m grower incentive scheme, ($3.1m) insurance proceeds and ($0.3m) early termination of long term lease orchards, $0.5m
impairment of PP&E and investments and shares, ($0.3m) gain on revaluation of land and buildings
2017 underlying NPAT = $6.7m. ($0.3m) insurance proceeds and early termination of long term lease orchards, $0.1m impairment of PP&E, $2.0m impairment of
goodwill, ($1.0m) gain on revaluation of land and buildings
12
Financial summary
2017
2016
Revenue $186.8m $191.3m
EBITDA $23.1m $24.8m
NPBT $9.9m $13.6m
NPAT $5.8m $10.4m
Total assets $222.0m $197.3m
2016 NPBT benefitted from $3.6m
insurance
2017 NPBT impacted by $2m
impairment
13
35 cents Earnings Per Share
Earnings, net debt and net asset backing
EBITDA ($m) 23.1 24.8
Net debt ($m) 83.1 72.8
Net bank debt/ EBITDA 3.6 x 2.9 x
Long term debt/ EBITDA 3.2 x 2.8 x
Total equity ($m) 98.6 85.3
Total assets ($m) 222.0 197.3
Equity ratio to total assets 44% 43%
29
35
201520162017
Earnings per share
Cents
65
2017 2016
Earnings per share (cents) 35 (44¹) 65 (47²)
Net asset backing per share ($) 5.63 4.89
1.A prior period deferred tax adjustment of $1m was expensed in 2017. This had the effect of reducing EPS by $0.09 per share and would have resulted in $0.44 EPS
2.2016 Normalised EPS excludes receipt of $3.6m insurance proceeds
(excludes extraordinary items)
14
Safety always
2018 Target
2017 Actuals
Total recordable injury
frequency rate¹
Less than 4.6 5.8
Notifiable incidents 0 0
Notifiable event 0 1
Medical treatment - 53
Severity rate² Less than 3 2.91
1.Total recordable injury frequency rate (TRIFR) = (number of recordable lost time injuries) x 200,000/ (number of employee hours worked)
2.Severity rate = (number of lost time injuries)/ (number of days lost)
15
Strategy
New Zealand kiwifruit remains our core business and primary focus
Orchard-to-market excellence in other key varieties of avocados, nashi, european
pears
Geographical spread diversifies risk: Australia, Northland, other regions
Acquisitions to add value
A long term perspective
Financial freedom of action
Chief Executive’s report
Michael Franks
17
Orchard division, New Zealand
Millions of trays
2017 2016
Hayward (Green) 5.9 8.9
Zespri SunGold 2.6 2.3
Total 8.5 11.2
20132014201520162017
GreenGold
New Zealand kiwifruit grown
Millions of class 1 trays
$6.4m EBITDA
▪Up 13% on PCP
Kiwifruit volumes down
(industry wide)
Excellent orchard gate returns
for Gold
▪$9.79 per tray¹
8.5
11.2
9.2
7.2
6.9
Turnover/ revenue ($m) 48.6 47.9
EBITDA ($m) 6.4 5.6
1.Figure based on Seeka’s February forecast
18
Post-harvest division, New Zealand
Millions of trays
2017 2016
Hayward (Green) 16.7 25.0
Zespri SunGold 9.0 7.4
Total 25.7 32.4
19.6
21.4
27.8
32.4
25.7
20132014201520162017
Class 1 & 2 kiwifruit trays
Millions
$22m EBITDA
▪Down 18% on PCP
25.7m trays processed
▪Down 21%
Exceptionally low fruit loss
▪1.18% Hayward
▪0.42% for Hayward organic
▪0.73% for Zespri SunGold
Turnover/ revenue ($m) 96.7 110.8
EBITDA ($m) 22.0 26.8
19
Post-harvest division continued
Post-harvest division in action
20
Retail Services division, New Zealand
2017
($m)
2016
($m)
Turnover 54.2 53.7
Revenue 24.3 16.8
EBITDA 2.9 1.9
$2.9m EBITDA
▪Up 50% on PCP
Strong avocado market
returns $24.85 per tray
Delicious Nutritious Food
Company EBITDA $0.29m
$2.03m banana goodwill
impairment
21
Advance screening
22
Advance screening
23
Integrated orchard-to-market
Seeka Australia
2017 2016
Kiwifruit (tonnes) 2,982 2,375
Nashi pears (tonnes) 1,201 1,523
Packham pears (tonnes) 854 996
Other (tonnes) 727 884
$2.3m EBITDA
▪Up 119% on PCP
Kiwifruit harvest yields up
Nashi volumes down
63 hectares in development
Revenue ($m) 16.5 15.2
EBITDA ($m) 2.3 1.0
24
Orchard-to -market excellence
Seeka is a fresh produce business with operations in Australia and New Zealand
In Australia:
Grows, processes and markets
▪Kiwifruit
▪Nashi pears
▪European pears
▪Stone fruit
▪Kiwifruit pollen
In New Zealand:
Grows, processes and markets
▪Kiwifruit
▪Avocado
▪Kiwiberry
▪Kiwifruit pollen
Develops, leases and manages orchards
Manufactures
▪Kiwi Crush, avocado oil
Imports, ripens and supplies
▪Bananas, tropical fruit
Wholesales
▪Seasonal produce
Largest grower of
kiwifruit in New Zealand
and Australia
Australia’s largest
nashi grower
25
Inspirational people
The statistics
293
44%
permanent employees
female
56%
Pay equity
99%
95%
of Seeka roles are paid
market benchmark
female
102%
2,800
fixed term employees
Focus on understanding differences and address through remuneration review process
Senior Managers individually done by external survey
male
male
26
Inspirational people continued
Cadets
▪Five currently in year 1-3
University scholarship
▪One from the cadet programme
Rishpreet Singh – trainee orchard manager
▪Young Grower of the Year finalist
Leadership programme
▪Eight members
Operational integration of Delicious Nutritious Food
Company
Focus on sustainability
▪Review vehicles for energy efficiency
▪Solar energy at Seeka360
27
Northland acquisition
Seeka has agreed to purchase the Kerikeri packhouse facility and related kiwifruit
orchards.
Seeka will also purchase approximately 253,000 Zespri shares
T&G will continue to own the varieties known as ENZAGOLD and ENZARED with
Seeka granted a Master License in New Zealand.
All people directly employed by the acquired business will be offered employment
on terms no less favourable than prior to the acquisition
Staff will transfer as each component of the business is acquired
28
Northland acquisition continued
Seeka will provide Post Harvest services to T&G for citrus and other services as
required. T&G will also provide services to Seeka as required
Purchase consideration is 100% cash with banking support in place
29
Post-harvest
6 Hectare site at 153 Waipapa Road, extensive packhouse, coolstore, fruit handling
facility
Some deferred maintenance, some operational efficiencies available with
investment
Packhouse will operate nearly all year handling kiwifruit, avocados and citrus
Part year earnings in 2018 due to mid season acquisition
Settlement due on 30 April and employees transfer from 1 May
Normal expected annual EBITDA range $1.8m to $2.2m
Purchase price approximately $8.6m
30
Orchards
Purchase price approximately $31.6m
6 Orchards of approximately 120.4 hectares, with 77.85 canopy ha in kiwifruit
Settlement on 30 June or when title is transferred following subdivision of three
orchards Kapiro, Kerifruit Farm and Whites. Seeka has a long term lease in place
in the interim on these orchards
KiwifruitCitrus
Gold Crest244 Kapiro Road2.39 2.39 ha
Gold Valley1500 State Highway 103.85 3.85 ha
Kapiro41 Orchard Road14.06 5.56 9.00 12.62 41.24 ha
Kerifruit Farm2624 State Highway 1017.99 6.37 15.47 39.83 ha
Purerua159 Kapiro Road4.61 6.72 - 14.49 25.82 ha
Whites93 Kapiro Road7.30 7.30 ha
4.61 46.07 12.61 5.56 - 9.00 12.62 15.47 14.49 120.43 ha
Total LandOrchards/ha included in the saleAddress
Bare Horticultural land
HaywardMandarinLemonRootstockEnza GoldZespri G3RedSummer
31
Orchards continued
Purchase price approximately $31.6m
Purchase price is on a crop off basis with 2018 fruit revenue attributable to T&G
Excellent locations and orchards with irrigation scheme shares included
Orchard leasing and management business also acquired; Seeka to integrate with
its own orchard operations
Seeka has tendered for 20 hectares of license in the recent Zespri SunGold tender
round
Normal expected annual EBITDA range $2.8m to $3.2m, subject to assumptions
Questions
Fred Hutchings
Resolutions
Fred Hutchings
ALL VOTES TO BE BY POLL
34
To adopt the Annual Report of the Company and the Financial Statements for the year
ended 31 December 2017 together with the Auditor’s Report thereon.
Resolution 1
Annual Report and Accounts
35
Director elections
▪2 directors standing for re-election
▪Board supports the candidates for re-election
Resolution 2
Directors
36
2a. To re-elect Peter Ratahi Cross as a Director.
Ratahi Cross to address the meeting
3 minutes to address the meeting
Resolution 2a
37
2b. To re-elect Ashley Waugh as a Director.
Ashley Waugh to address the meeting
3 minutes to address the meeting
Resolution 2b
38
That the pool of funds available for the remuneration of directors be increased by an amount
of $50,000 per annum, from a maximum of $400,000 per annum to $450,000 in each
financial year payable to all directors taken together, effective 1 January 2018.
Directors and Associated Persons of a Director are not entitled to vote on Resolution 3
Resolution 3
Directors’ Remuneration
39
Review remuneration every 2 years
▪Last increased 2015 (no review 2017)
Seek independent professional advice
▪Provided by PwC
Fees at mid point relative to the market
▪Survey of 113 New Zealand organisations
▪Benchmarked against 18 similar-sized NZX businesses
Resolution 3 – Explanatory notes
Remuneration policy
40
Considered
▪Business performance
▪Complexity and scale
▪Regulatory obligations
Propose $50,000 increase in
director pool
▪To $450,000
To apply from 1 January 2018
Resolution 3 – Explanatory notes
Remuneration proposal
Dollars
2017
Actuals
2018
Proposal
Annual pool 400,000 450,000
Individual allocations
Chairman 90,000 100,000
Chair Audit and Risk 60,000 67,500
Directors 50,000 56,500
Total allocation 400,000 450,000
41
PwC Peer Group Extract
42
To record the re-appointment of PwC (PricewaterhouseCoopers) as auditor of the Company
and to authorise the Directors to fix the remuneration of the auditor for the coming year.
Resolution 4
Appointment and Remuneration of Auditors
43
General business
44
Directors
▪For diligent attention to the company
Management and staff
▪For an excellent year
Growers and contractors
▪For ongoing support
Customers and consumers
▪For buying our produce
Shareholders
▪For continuing interest in the company
My thanks
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