Seeka announces its 31 December 2018 result
1
Seeka successfully achieved a number of financial, operational, and strategic goals this year, grew and is well
positioned for further growth.
We are expanding our coolstore capacity and packing capability to meet both growing kiwifruit production and
additional market share. Through the $47.9m (net) capital raise in November 2018 we reduced the company’s
borrowing from a high of $105m to a more sustainable level, aligned our debt ratios with stakeholder expectations
and placed the company in a strong position for growth when opportunities arise.
The year wasn’t all straight forward with some operational challenges in Australia and in the banana business. In
response to the Australian challenges the management team was restructured and new operational responsibilities
assigned. Despite the challenges of 2018, the New Zealand kiwifruit operations performed well. Our net profit after
tax increased by 27% to $7.42m.
A highlight for Seeka was the purchase of the Northland kiwifruit packhouse, orchards, and related business from
Turners and Growers Horticulture Limited (T&G Horticulture). This significant and successful acquisition was the
result of substantial planning as Seeka sought to grow its Northland operations alongside its loyal grower base. The
business seamlessly transitioned mid-harvest, and performed operationally and financially to expectations. As
planned, Seeka immediately commenced selling the Northland orchards to buyers prepared to commit to a long
term Seeka supply contract.
At balance date 140 hectares amounting to $24.2m are recorded in the balance sheet as orchards held for sale, of
which 54 hectares are sold under conditional contracts. There are 86 hectares that remain to be marketed and sold
this year. The company achieved a modest gain of $0.616m on the orchards sold before year end with further gains
expected in 2019. As at the 31 December 2018 Seeka is still to pay for 28 hectares of orchard as land titles are still
to be finalised, and in the meantime has taken possession of them through a lease.
Seeka is further investing in the Northland business with nearly $20m in the construction of a new packhouse,
packing machine and coolstores over the next 2 years. We are seeing a significant increase in trays supplied by new
growers with 0.250m committed so far. Once complete our Northland facility will be world class and a leader in the
Northland kiwifruit community.
New Zealand kiwifruit volumes rebounded in 2018. Seeka packed its second highest volume being 31.4m trays,
including 10.8m trays of SunGold. In anticipation of this volume, infrastructure and personnel were put in place to
ensure fruit was processed at its optimal maturity for fruit storage and quality. Fruit performance in store was good,
particularly in SunGold, where Seeka delivered industry-leading results. Seeka conducted a safe and timely harvest
without a serious incident.
Seeka faced a difficult year in Australia. While Psa-V has been confirmed in a small area of the Australian orchards,
this had little impact on Seeka’s 2018 earnings. Seeka took proactive and immediate steps to limit the impact,
based on the experience gained on New Zealand orchards. Psa-V has led Seeka to reconsider the varietal mix on
its orchards, and the orchards coming into production will be delayed a year. The orchard development will provide
significant opportunity in future years. The development plan, together with management changes, provide a
positive outlook for the Australian business.
The banana business remains lacklustre with Seeka impairing Glassfield’s goodwill by $0.946m in the first six
months of the year.
Volume growth in kiwifruit, growing in Australia through orchard improvement and development, our debt
repositioning and further infrastructure investment all contribute to a positive outlook for the Company.
Seeka Limited
12 Months to 31 December 2018 [Audited]
2
HIGHLIGHTS
–Profit after tax of $7.42m (2017: $5.83m), an increase of 27%
–Earnings per share of $0.37 (2017: $0.32 1), an increase of 16%
–Earnings before interest, tax, depreciation and amortisation (EBITDA) of $26.22m (2017: $23.13m), an increase
of 13%
–Total of 31.4m trays of kiwifruit harvested and packed in New Zealand, an increase of 23%
–SunGold fruit conventional loss of 0.78% (industry leading), SunGold organic fruit loss 0.17% (exceptional),
Hayward organic fruit loss at 1.09% (excellent), Hayward conventional fruit loss 3.73% (average)
–Completed acquisition of the T&G Horticulture post-harvest facility, with five of the six kiwifruit orchards being
settled, and associated business for $32.31m. Additionally purchased 19.9 hectares of Zespri SunGold licence
for $5.66m for grafting
–Completed sales of Northland orchards totaling $7m, with the sales process continuing
–Proactive response to the Psa-V outbreak in Australia, including detecting the disease and notifying the key
Australian authorities and then proactively responding to minimise impact
–Implementation of Seeka Australia’s orchard plan resulting in the development of 53 hectares of new kiwifruit
orchards over the next five years together with the introduction of exciting new pear varieties
–Increased earnings at the Delicious Nutritious Food Company in the second year of operations delivering
earnings before interest, tax and depreciation of $0.46m, (2017: $0.29m)
–Major investment plan underway to handle forward growth in volume from our growers. Upgrades at Oakside
will increase packing and coolstore capacity totaling $18.56m over two years and new pack house and
coolstores at Kerikeri totaling $17.62m over two years. Both projects were underway at year end
–Net debt (bank loans less bank deposits) totaled $79.06m (2017: $83.12m) a decrease of $4.06m year on year.
Total assets increased from $222.02m to $269.81m; an increase of $47.78m
DIVIDEND
A dividend of $0.12 per share has been declared by the Board. The dividend is fully imputed and will be paid on the
22 March 2019 to those shareholders on the register at 5pm on 15 March 2019. The dividend reinvestment plan will
apply to the distribution. This dividend will bring the total dividends distributed in the last 12 months to $0.24 (prior
twelve months $0.22).
OUTLOOK
Seeka remains focused on delivering its strategy to deliver incremental earnings and returns to both shareholders
and supplying growers. While kiwifruit is our foundation crop, the company has established competency and
business operations in avocados, pears and kiwiberry. There is a strong focus to improve those parts of the
business that are not meeting performance expectations. Investment and improvement programmes are expected
to improve earnings. The company remains interested in acquisitions that are consistent with strategy and deliver
incremental earnings to shareholders.
FOR MORE INFORMATION CONTACT
Michael Franks Stuart McKinstry
Chief Executive Chief Financial Officer
021 356 516 021 221 5583
25 February 2019
3
Reporting period for year ended 31 December 2018.
FINANCIAL SUMMARY
Revenue from ordinary activities ($000)
$ 203,713up9%
Profit from ordinary activities before tax attributable to security holders ($000)
$ 10,638up7%
Net profit attributable to security holders ($000)
$ 7,418up27%
EBITDA before revaluations and impairments ($000)
$ 26,217up13%
VALUES PER SHARE
FY2018FY2017
Basic earnings per share
$ 0.37$ 0.32
Diluted earnings per share
$ 0.36$ 0.31
Net asset backing per share
$ 5.23$ 5.63
Net tangible assets per share
$ 4.96$ 5.18
NOTES AND TABLES
1. This announcement should be read in conjunction with the attached 2018 annual report (Audited). A copy of the
2018 annual report can be found on Seeka's website www.seeka.co.nz.
2. EBITDA before revaluations and impairments is considered by the board to be a key measure of performance and a
reflection of cash flow generation.
New Zealand dollars ($000s)
FY2018
EBITDA
Net profit before tax
10,638
Impairment charges and revalutions
Loss on revaluation of land and buildings and interest in leased land
4
Impairment of property, plant and equipment
300
Impairment of intangible assets
946
Depreciation expense
8,816
Amortisation of intangible assets
964
Interest
4,549
EBITDA before impairments and revaluations
26,217
---
Seeka Limited
Results for announcement to the market
Reporting Period12 months to December 2018
Previous Reporting Period12 months to December 2017
Amount (000s)Percentage change
Revenue from ordinary
activities
203,713,000 NZD+9.0%
Profit (loss) from ordinary
activities after tax attributable to
security holders
7,418,000 NZD+27.0%
Net profit (loss) attributable to
security holders
7,418,000 NZD+27.0%
Interim/Final DividendAmount per securityImputed amount per security
Final0.12 NZD0.046667 NZD
Record date15 March 2019
Dividend payment date22 March 2019
30 Jun 201831 Dec 2018
Net tangible assets per security
5.698 NZD4.964 NZD
Comments
1) Commentary and audited financial statements for the year ended 31 December 2018 are
attached.
2) The NTA calculation classifies goodwill as the only intangible asset.
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2018
ANNUAL REPORT
CONTENTS
From the chairman and chief executive 2
2018 financial statements 13
Statement of financial performance 14
Statement of comprehensive income 15
Statement of financial position 16
Statement of changes in equity 17
Statement of cash flows 18
Notes to the financial statements 19
Auditors’ report 54
Corporate governance 61
Corporate governance statement 62
Director profiles 71
Interests register 73
Directors’ interests in Seeka Limited securities 74
Subsidiary companies 75
Employee remuneration 76
Other disclosures 77
Operating assets statistics 78
Securities statistics 79
Directory 80
2ANNUAL REPORT 2018 | SEEKA LIMITED
FROM THE CHAIRMAN AND CHIEF EXECUTIVE
Seeka is pleased to provide you with the 2018 financial report and review. The company successfully achieved a number of financial, operational,
and strategic goals this year, grew and is well positioned for further growth.
We are expanding our coolstore capacity and packing capability to meet both growing kiwifruit production and additional market share.
Through the $47.9m (net) capital raise in November 2018 we reduced the company’s borrowing from a high of $105m to a more sustainable
level, aligned our debt ratios with stakeholder expectations and placed the company in a strong position for growth when opportunities arise.
The year wasn’t all straight forward with some operational challenges in Australia and in the banana business. In response to the Australian
challenges the management team was restructured and new operational responsibilities assigned. Despite the challenges of 2018, the New
Zealand kiwifruit operations performed well. Our net profit after tax increased by 27% to $7.42m.
A highlight for Seeka was the purchase of the Northland kiwifruit packhouse, orchards, and related business from Turners and Growers
Horticulture Limited (T&G Horticulture). This significant and successful acquisition was the result of substantial planning as Seeka sought to
grow its Northland operations alongside its loyal grower base. The business seamlessly transitioned mid-harvest, and performed operationally
and financially to expectations. As planned, Seeka immediately commenced selling the Northland orchards to buyers prepared to commit to a
long term Seeka supply contract.
At balance date 140 hectares amounting to $24.2m are recorded in the balance sheet as orchards held for sale, of which 54 hectares are sold
under conditional contracts. There are 86 hectares that remain to be marketed and sold this year. The company achieved a modest gain of
$0.616m on the orchards sold before year end with further gains expected in 2019. As at the 31 December 2018 Seeka is still to pay for 28
hectares of orchard as land titles are still to be finalised, and in the meantime has taken possession of them through a lease.
Seeka is further investing in the Northland business with nearly $20m in the construction of a new packhouse, packing machine and coolstores
over the next two years. We are seeing a significant increase in trays supplied by new growers with 0.250m committed so far. Once complete
our Northland facility will be world class and a leader in the Northland kiwifruit community.
New Zealand kiwifruit volumes rebounded in 2018. Seeka packed its second highest volume being 31.4m trays, including 10.8m trays of
SunGold. In anticipation of this volume, infrastructure and personnel were put in place to ensure fruit was processed at its optimal maturity for
fruit storage and quality. Fruit performance in store was good, particularly in SunGold where Seeka delivered industry leading results. Seeka
conducted a safe and timely harvest without a serious incident.
Seeka faced a difficult year in Australia. While Psa-V has been confirmed in a small area of the Australian orchards, this had little impact on
Seeka’s 2018 earnings. Seeka took proactive and immediate steps to limit the impact, based on the experience gained on New Zealand orchards.
Psa-V has led Seeka to reconsider the varietal mix on its orchards, and the orchards coming into production will be delayed a year. The orchard
development will provide significant opportunity in future years. The development plan together with management changes provide a positive
outlook for the Australian business.
The banana business remains lacklustre with Seeka impairing Glassfield’s goodwill by $0.946m in the first six months of the year.
Volume growth in kiwifruit, growing in Australia through orchard improvement and development, our debt repositioning and further
infrastructure investment all contribute to a positive outlook for the company.
3SEEKA LIMITED | ANNUAL REPORT 2018
Highlights
Key highlights of the 2018 financial year include:
–Profit after tax of $7.42m (2017: $5.83m), an increase of 27%
–Earnings per share of $0.37 (2017: $0.32
1
), an increase of 16%
–Earnings before interest, tax, depreciation and amortisation (EBITDA) of $26.22m (2017: $23.13m), an increase of 13%
–Total of 31.4m trays of kiwifruit harvested and packed in New Zealand, an increase of 23%
–SunGold fruit conventional loss of 0.78% (industry leading), SunGold organic fruit loss 0.17% (exceptional), Hayward organic fruit loss at
1.09% (excellent), Hayward conventional fruit loss 3.73% (average)
–Completed acquisition of the T&G Horticulture post harvest facility, with five of the six kiwifruit orchards being settled, and associated
business for $32.31m. Additionally purchased 19.9 hectares of Zespri SunGold licence for $5.66m for grafting
–Completed sales of Northland orchards totaling $7.00m, with the sales process continuing
–Proactive response to the Psa-V outbreak in Australia, including detecting the disease and notifying the key Australian authorities and then
proactively responding to minimise impact
–Implementation of Seeka’s Australia’s orchard plan resulting in the development of 53 hectares of new kiwifruit orchards over the next five
years together with the introduction of exciting new pear varieties
–Increased earnings at the Delicious Nutritious Food Company in the second year of operations delivering earnings before interest, tax and
depreciation of $0.46m, (2017: $0.29m)
–Major investment plan underway to handle forward growth in volume from our growers. Upgrades at Oakside will increase packing and
coolstore capacity totaling $18.56m over two years and new packhouse and coolstores at Kerikeri totaling $17.62m over two years. Both
projects were underway at year end
–Net debt (bank loans less bank deposits) totaled $79.06m (2017: $83.12m) a decrease of $4.06m year on year. Total assets increased from
$222.02m to $269.81m; an increase of $47.78m
Net debt
$83 12
$10 47
$30 21
$5 24
$9 38
$20 76
$6 06
$0 49
$3 64
$47 92
$12 17
$79 06
$25 90
$53 16
Cash flow 2018
NZ$million
1 EPS for the prior year has been restated from $0 35 to $0 32 due to a formula change in the method of calculation as a result of the capital raise
2 The $25 9m cash inflow from orchard sales includes the sale of $24 2m for the carrying cost of orchards classified as assets held for sale along with $1 7m of SunGold
licences held as an intangible asset Within FY19 Seeka is also expecting to pay $9 8m to settle the purchase of the sixth T&G Horticulture orchard on receiving title,
to be followed by its subsequent sale in the same period
Net
bank debt
Dec 2017
Post harvest
purchase
Orchards
purchase
Orchard
sales
Sale of
investments
Property,
plant and
equipment
Orchard
development
OtherOperating
cash flow
DividendsRights issueNet
bank debt
Dec 2018
Orchard
sales
2
Adjusted
bank debt
Dec 2018
NORTHLAND
4ANNUAL REPORT 2018 | SEEKA LIMITED
Note 1: 2018 non-recurring items
EBITDA was reduced by $0 9m ($0 7m after tax) for the gain on sale of investment in shares and gain on sale of property held for sale (see note 3) and increased by
$0 5m ($0 5m after tax) for non-recurring legal expenses, including the Northland T&G acquisition (see note 18)
EBIT was increased by $0 9m ($0 9m after tax) for the impairment on intangible assets and $0 4m ($0 4m after tax) for the accelerated amortization of a supplier
contract (see note 10) and $0 3m ($0 3m after tax) for the impairment of property, plant and equipment (see note 9)
These are all considered to be non-recurring items
Note 2: 2017 non-recurring items
EBITDA was reduced by $0 1m ($0 1m after tax) for insurance proceeds received
EBIT was increased by $2 0m ($1 4m after tax) for the impairment on intangible assets (see note 10) and $0 1m ($0 1m after tax) for the impairment of property, plant
and equipment (see note 9) EBIT was reduced by $1 4m ($1 0m after tax) for the revaluation of land and buildings and interest in leased land (see note 4)
These are all considered to be non-recurring items
New Zealand dollars
Reported
result
December
2017
Non-recurring
items
(Note 2)
December
2017
underlying
trading result
)
Reported
result
December
2018
Non-recurring
items
(Note 1)
December
2018
underlying
trading result
(Decrease)
/ increase to
reported
2017 result
(Decrease)
/ increase to
underlying
2017
Total revenue ($000s)
$ 186,184-$ 186,814$ 203,713-$ 203,7139%9%
EBITDA
before impairments
and revaluations ($000s)
$ 23,128$(385)$22,743$ 26,217$(424)$ 25,79313%13%
EBIT ($000s)
$ 13,689$ 352$ 14,041$ 15,187 $ 1,249$ 16,43611%17%
NPAT ($000s)
$ 5,833$ 851$ 6,684$ 7,418$ 1,421$ 8,83927%32%
Basic earnings per share
$ 0.32$ 0.05$ 0.37$ 0.37$ 0.07$ 0.4416%19%
Net bank debt ($000s)
$ 83,121$ 83,121$ 79,060$ 79,060( 5)%( 5)%
Operational performance
The following table outlines Seeka’s performance for the year and provides a like for like comparison of the underlying financial results between
the years.
Dividend announcement
A dividend of $0.12 per share has been declared by the Board. The dividend is fully imputed and will be paid on the 22 March 2019 to those
shareholders on the register at 5pm on 15 March 2019. The dividend reinvestment plan will apply to the distribution. This dividend will bring the
total dividends distributed in the last 12 months to $0.24 (prior twelve months $0.22).
Outlook
Seeka remains focused on delivering its strategy to deliver incremental earnings and returns to both shareholders and supplying growers. While
kiwifruit is our foundation crop, the company has established competency and business operations in avocados, pears and kiwiberry. There is a
strong focus to improve those parts of the business that are not meeting performance expectations. Investment and improvement programmes
are expected to improve earnings. The company remains interested in acquisitions that are consistent with strategy and deliver incremental
earnings to shareholders.
5SEEKA LIMITED | ANNUAL REPORT 2018
Orcharding
$52 83m
Orcharding
$35 50m
Post harvest
$123 81m
Post harvest
$144 48m
Retail
services
$11 53m
Retail
services
$7 89m
Seeka
Australia
$14 86m
Seeka
Australia
$49 20m
Operating segment revenue 2018
Operating segment assets 2018
Revenue by operating segment overview
Seeka supplies high-value produce to world markets. Founded on New Zealand's kiwifruit industry, our New Zealand operating segments
service the value chain from orchard to market, with the Seeka group also owning and operating a fully-integrated orchard-to-market business in
Australia.
Orcharding, New Zealand
Growing export crops of kiwifruit, avocado and kiwiberry
from more than 220 orchards via management, lease and
long-term lease contracts.
$52.83m revenue 2018
Post harvest, New Zealand
A contract processing service to harvest, pack, coolstore
and supply kiwifruit, avocado and kiwiberry from more
than 700 orchards, including all produce from our orchard
operations and for independent growers.
$123.81m revenue 2018
Retail services, New Zealand
Seeka markets local and imported produce in New Zealand,
exports to Australia and niche international markets, plus
manufactures and sells the high-value nutritional foods
Kiwi Crush and avocado oil.
$11.53m revenue 2018
Seeka Australia
Owns nine large orchards plus post harvest facilities
that supply Australian retailers with a large portion of
Australia's locally-grown kiwifruit, nashi and pears.
$14.86m revenue 2018
6ANNUAL REPORT 2018 | SEEKA LIMITED
7SEEKA LIMITED | ANNUAL REPORT 2018
Review of operations
Revenue for the twelve months ended December 2018 totaled $203.71m (2017: $186.81m), an increase of 9%. This increase reflects the
rebound of Hayward kiwifruit volumes in New Zealand after an industry wide decline in 2017, along with the progressive increase in SunGold
volumes and the increased volumes associated with the acquisition of the T&G Horticulture kiwifruit assets and business in Northland. The
acquisition only impacted on the earnings in post harvest as Seeka purchased the orchards after harvest without crop.
Total New Zealand kiwifruit volumes (the generator of significant earnings to post harvest) increased from 25.5m trays in 2017 to 31.4m trays in
2018.
Consolidated earnings before interest tax, depreciation and amortisation (EBITDA) totaled $26.217m (2017: $23.128m); up $3.089m, an
increase of 13%. EBITDA benefited from gains on the sale of assets totaling $0.916m.
Seeka carefully planned for the increase in crop volumes. The company had sufficient capacity to pack and coolstore all fruit handled. SunGold
fruit loss at 0.78%, was exceptionally low and amongst the industry leaders.
Consolidated profit after tax for the year totaled $7.418m (2017: $5.833m); up 27.2%.
Cash flow from operations totaled $12.174m (2017: $14.058m); down largely due to the increased investment in pre harvest orchard costs
incurred on held for sale orchards in Northland. These costs will be recovered from crop proceeds or the sale of the orchards.
Cash invested in plant and equipment totaled $29.269m (2017: $20.870m); an increase of $8.399m on the previous year. The major capital
works include the new Kerikeri packhouse at Waipapa complete with new Compac grader and near infrared (NIR) technology and the upgrade
of the Oakside 2 packing machine, two additional coolstores and precooling. We also invested in the upgrade of the VLS Lab to handle increased
maturity testing samples for Zespri.
These investments should result in balanced capacity for the next three years. Seeka will complete its transition to 100% plastic recyclable field
bins in 2019. Currently, only controlled atmosphere bins are wooden.
Our New Zealand packing and coolstore infrastructure is now largely in balance. Management believes once current infrastructure projects are
complete we should have sufficient capacity to meet demand due to anticipated crop increase over the next three years.
$191.32
$186.81
Total revenue
NZ$million
$115.67
$142.11
2014 2015 2016 2017 2018 2014 2015 2016 2017 2018
$11.29
$13.93
$24.76
$23.13
EBITDA
NZ$million
$3.17
$4.27
$10.39
$5.83
2014 2015 2016 2017 2018
$203.71
$26.22
$7.42
Net profit after tax
NZ$million
$21.13
1
1 Excludes effect of insurance settlement
$7.30
1
8ANNUAL REPORT 2018 | SEEKA LIMITED
Orchard operations
Activities include the servicing and growing of kiwifruit, kiwiberry and avocados through managed, leased and long term leased arrangements. Orchard
operations span from Northland through the Coromandel, Bay of Plenty and East Coast.
Kiwifruit volumes increased in 2018 with the recovery of Hayward yields and the progressive increase in SunGold as developing orchards come
into full production. In 2018 Seeka grew 37.91m kilograms of kiwifruit (10.68 trays) compared with 30.70m kilograms in 2017 (8.45m trays).
In addition in 2017/18 Seeka grew 0.21m kilograms of avocados (38,796 trays), (2016/17: 0.54m kilograms, 98,356 trays). The avocado season
spans two financial years from July to February. Seeka also grew 0.08m kilograms of kiwiberry (53,393 trays) in the 2018 season and 0.07m
kilograms (44,409 trays) in the 2017 season. Kiwiberries are harvested from February to March.
Total revenue for the division was $52.834m; up on the previous year of $48.582m and reflecting an increase in leased orchard hectares
managed by the division.
EBITDA of $3.416m was down on the previous year of $6.376m (a decrease of $2.960m, 46%) reflecting the natural completion and
termination of some of Seeka’s long term leases. The next wave of long term lease investments by Seeka are yet to reach full production.
11.16m
8.45m
10.68m
2014 2015 2016 2017 2018
7.20m
9.21m
Orchard revenue and volumes
NZ$million, millions of class 1 kiwifruit trays
$4.18m
$3.98m
$5.64m
$6.38m
$3.42m
2014 2015 2016 2017 2018
Orchard EBITDA
NZ$million
Orchard assets
NZ$million
$24.25$24.25
2014 2015 2016 2017 2018
$33.56
$27.79
$35.50
$38.05
$42.28
$47.89
$48.58
$52.83
Post harvest operations
Coordinate the harvest, packing, storage and dispatch of kiwifruit, kiwiberry and avocados to the market, or in the case of Zespri kiwifruit to the port.
Seeka purchased the T&G Horticulture post harvest assets and business on the 30 April 2018, mid harvest; an ambitious acquisition. The
business was transitioned seamlessly over a weekend to Seeka systems and processes which included a full systems integration. The acquisition
and transition to Seeka was well planned, well executed and the business performed to expectation.
In 2018 31.408m trays of New Zealand kiwifruit were packed (2017: 25.675m); an increase of 5.866m trays with the recovery of the Hayward
(green) yields, the progressive increase in SunGold volumes and the acquired volumes associated with the Northland business.
The harvest season was complicated due to late decisions by the industry in supply management to advance-ship fruit to certain markets.
Across the industry, Zespri removed 1.0m Hayward trays from the New Zealand inventory through crop management with Seeka removing
0.225m trays as part of this. Following market challenges the Hayward shipping season dragged very late.
SunGold conventional, SunGold and Hayward organic fruit loss was excellent. Seeka’s Hayward conventional fruit loss was at the industry
average.
Seeka delivered a safe and timely harvest to growers.
9SEEKA LIMITED | ANNUAL REPORT 2018
Seeka continues to innovate to drive greater efficiencies in the packhouses. Upgrades to Oakside machine two will provide a 25% uplift in shed
throughput with additional pre-cool store and coolstorage balancing the site’s capacity. Seeka’s strategy is to plan and invest in infrastructure to
ensure packing capability and coolstore capacity is in balance throughout the season in anticipation of crop increases, as well as investigating
offshore storing capacity. Northland will benefit from the significant infrastructure build with the new packhouse, packing machines and
coolstores. These investments are expected to balance Seeka’s infrastructure with expected crop for the next three years.
Post harvest revenue of $123.807m compared to $96.703m in 2017 reflects both the acquisition and uplift in existing volumes. EBITDA of
$32.095m was significantly up on 2017 of $21.958m.
Post harvest revenue and volumes
NZ$million, millions of kiwifruit trays
Post harvest assets
NZ$million
21.39m
2 7. 76 m
32.44m
25.68m
31.41m
2014 2015 2016 2017 2018
1. Excludes effect of insurance settlement.
Post Harvest EBITDA
NZ$million
$10.77
$13.29
2014 2015 2016 2017 2018
$26.78
$21.96
$32.10
$23.16
1
$66.89
$83.44
2014 2015 2016 2017 2018
$111.72
$125.13
$144.48
$68.47
$88.27
$110.82
$96.70
$123.81
Retail services operations
Includes the supply and sale of avocados, class 2 New Zealand kiwifruit, sale of New Zealand kiwifruit through approved collaborative marketing
programmes, imported tropical fruits, and the sale of Kiwi Crush and avocado oil.
Revenue totaled $11.527m, a decrease on the prior year of $24.294m. EBITDA of $1.632m compares against the 2017 result of $2.920m.
The tropical business including banana importation and ripening performed below expectation, and well below the prior year. Seeka further
impaired the goodwill associated with the division by $0.946m in the half year to June 2018 (2017: $2.031m). Wholesale market earnings were
up on the prior year due to higher demand for tropical fruits. This part of Seeka’s business remains an area of focus to reposition the operation
following the loss of a major customer in the banana segment.
The avocado division continues to perform well. The 2018/19 selling season has been challenging across the industry reflecting a later fruit
maturity and changes to the supply chain which resulted in the loss of pre shipment phytosanitary protocols for our key Australian market.
There was also more fruit and the Western Australian crop was in the market longer than the prior year. This softened market pricing for both
Australian domestic fruit and imported New Zealand fruit. On the positive side of the category, the China market opened and Seeka sent its first
fruit to China along with increased volumes to South Korea.
Within the segment the Delicious Nutritious Food Company (DNFC) continues to perform well increasing earnings, volumes sold and adding
new customers and products. The business manufactures and markets a range of Kiwi Crush products, manufactures and supplies avocado
oil, and packs and distributes kiwiberry. In a large part of the business, DNFC is taking reject fruit and turning it into Kiwi Crush, a high value
functional food. Growers benefit from an exponential return over the previous value as animal feed. DNFC packed kiwiberry for the first time in
2018, transferring from Oakside. In total 84,000 kiwiberry trays were packed in 2018. DNFC EBITDA for 2018 totaled $0.465m (2017: $0.294m
– part year) and is included in the overall EBITDA for retail services.
10ANNUAL REPORT 2018 | SEEKA LIMITED
Seeka Australia PTY Limited
Owns and operates predominately kiwifruit, nashi and pear orchards, packing and logistics infrastructure. The company markets directly to retailers and
wholesale markets for both Australian and New Zealand-grown fruit.
Seeka Australia had a challenging year in 2018. EBITDA of ($0.059m) was down on the 2017 result of $2.251m. This was due to a combination
of a challenging growing season and structural management issues which have now been addressed.
In October 2018, Psa-V was detected and confirmed on 4.5 hectares of Seeka’s Australian kiwifruit orchards. Seeka rapidly deployed a
containment strategy with the creation of a buffer zone around susceptible new varieties and the removal of grafts in developing orchards. These
actions were essentially to limit any inoculum load in the environment and to provide management with the breathing space to consider the go
forward strategy.
Seeka responded swiftly and professionally to manage any further outbreak of the disease and worked closely with Australian authorities to
monitor its existence. The impact of Psa-V was minimal in the current year and is not expected to have a great impact going forward, as Seeka is
well versed in the management of the disease through the experience obtained in New Zealand, plus the hotter climate in Australia is expected
to be beneficial in reducing further spread. However, the outbreak did result in a revised plan for varieties planted in new developments. This will
delay the timing of first production on these orchards by at least 12 months.
2018 volumes by variety are outlined in the following table with comparatives:
Class 1 and 2
2018
Kilograms
2018
Tray equivalents
2017
Kilograms
2017
Tray equivalents
Kiwifruit
2,569,813709,8932,981,834823,711
Nashi
1,250,0431,200,786
Corella
413,938553,592
Packham
1,137,994853,600
Other pears
246,68283,421
Plums
-40,150
Apricots
21,00838,383
Cherries
8,13311,799
Going forward, Seeka has a solid plan for steady growth in Australia, which combined with a realignment of management goals will return profits
to a reasonable level. The development in orchards in Australia provides opportunities for future growth and profitability.
2016 2017 2018 2016 2017 2018 2016 2017 2018
Seeka Australia
revenue
NZ$million
Seeka Australia
EBITDA
NZ$million
Seeka Australia
assets
NZ$million
$16.54
$14.86
$2.25
$(0.06)
$48.11
$49.20
$15.17
$1.03
$35.53
11SEEKA LIMITED | ANNUAL REPORT 2018
Safety
The 2018 actual results and targets are shown in the following table:
2018 Target2018 Actuals
Total recordable injury frequency rate
Less than 4.6
4.5
Notifiable incidents
10
Notifiable injury
00
Severity rate Less than 3.6
4.5
Seeka remains committed to the safety of all employees, growers and contractors as it conducts its business. The company has and continues to
develop systems to ensure safety. Seeka has a dedicated team of people to support the operational managers to ensure the safety of all.
The total recordable injury frequent rate (TRIFR) measures the number of injuries per 200,000 hours worked. In total Seeka worked a total of
3.32m hours in 2018, with the number of operating hours varying with the total volumes Seeka packs and handles across all varieties and sites.
Seasonal pressures can be challenging along with harvest deadlines. Seeka TRIFR was 4.5 for 2018.
Severity rate measures the average number of days that an injured person is away from work. Seeka had no notifiable events or injuries in 2018.
The Seeka team
We have remained focused on supporting our people, and creating an environment where our teams can achieve excellence.
Training and development is targeted to ensure we meet the changing needs of our operations and the increasing technical nature of roles. Our
cadet programme is now in its fifth year, there are nine cadets and the programme operates across the orchard and post harvest divisions. The
re-introduction of the intern programme resulted in two interns working at Seeka, one of whom now has a permanent role. The development of
future leaders remains important to us and programmes are being tailored to an individual’s needs. We have increased the resourcing in Human
Resources to support our people to be inspirational.
Innovation
Seeka’s focus on innovation and continuous improvement is evident throughout every facet of the business.
The 2018 year saw the roll out of the industry-leading Seeka App, an innovative in-house built mobile app which provides up-to-date
information on the status of the growers' crop by maturity area, financial data, orchard mapping and safety hazards.
Seeka continues to focus on investing in the latest packing technology, including near infrared (NIR) technology and a world-class kiwiberry
packing machine.
Psa kiwifruit court case
In 2014 Seeka joined 212 growers and established a class action on behalf of growers and post harvest operators to claim for losses incurred as a
result of the Psa bacterial outbreak in New Zealand in 2010. Seeka is a plaintiff in the claim as both a post harvest operator and grower in its own
right.
The claimants contend that MPI (formally MAF) owed them a duty of care and that they breached that duty of care by negligently allowing an
importation of Psa infected pollen anthers into New Zealand. This breach resulted in significant losses being incurred by the claimants.
After a 13 week hearing in the Wellington High Court in 2017, in June 2018 the Court ruled in favour of growers that MPI was negligent and owed
them a duty of care with the extent of their losses including consequential loss remaining to be determined. The High Court also found that the
relationship between MPI and post harvest operators was not sufficiently proximate to establish a duty of care owed to post harvest operators,
including Seeka.
MPI appealed the judgement on both the duty of care and the facts of the case. Subsequent to this the claimants appealed the decision in
regards to post harvest operators.
The appeal is set down to be heard in the Court of Appeal in the first quarter of 2019, with a decision expected before the end of the year,
although that decision may be subject to further appeals.
12ANNUAL REPORT 2018 | SEEKA LIMITED
Summary
The 2018 year was a big year for Seeka. A bounce back in kiwifruit volumes had a positive effect on earnings for the year. The major acquisition
of the Northland packhouse, orchards and business in the middle of a busy harvest was carried out seamlessly and the operations were
integrated successfully by the highly skilled team involved.
Seeka focused on reducing debt through a capital raise, whilst simultaneously investing in major infrastructure at the Oakside and Kerikeri post
harvest facilities which will continue into 2019. The sale of the Northland orchards will continue throughout 2019, which will secure long term
supply for kiwifruit packing.
The roll out of the Seeka App to Seeka’s growers provides industry leading clarity into growing information on orchards. Never before has such
information been made so readily available and easy to access to growers and orchard managers.
The 2018 year has realigned Seeka so that we are poised for future growth.
Seeka’s stakeholders are integral to the business and the continued success of the company. We would like to thank all our growers,
shareholders and commercial partners for your support and for selecting Seeka. We look forward to another busy year ahead in 2019, as we
continue to be an industry leader in stewarding fruit for our growers.
Fred Hutchings Michael Franks
Chairman Chief executive
13SEEKA LIMITED | ANNUAL REPORT 2018
2018 FINANCIAL STATEMENTS
Statement of financial performance 14
Statement of comprehensive income 15
Statement of financial position 16
Statement of changes in equity 17
Statement of cash flows 18
Notes to the financial statements 19
Auditors’ report 54
14ANNUAL REPORT 2018 | SEEKA LIMITED
STATEMENT OF FINANCIAL PERFORMANCE
For the year ended 31 December 2018 - Audited
The accompanying notes form an integral part of these financial statements
New Zealand dollarsNotes
2018
$000s
2017
$000s
Revenue
3
203,713 186,814
Cost of sales
4
165,040 151,537
Gross profit
38,673 35,277
Other income
3
1,907 404
Income from insurance proceeds
3
- 125
Other costs
4
14,363 12,678
Earnings (EBITDA)
1
26,217 23,128
Depreciation expense
9
8,816 8,218
Loss / (gain) on revaluation of land and buildings and interest in leased land
4
4 ( 1,396)
Impairment of property, plant and equipment
9
300 102
Impairment of intangible assets
10
946 2,031
Amortisation of intangible assets
10
964 484
Earnings (EBIT)
2
15,187 13,689
Interest expense
4,549 3,781
Net profit before tax
10,638 9,908
Current tax expense
6
3,767 2,860
Deferred tax expense
6
( 547) 1,215
Total tax charge
3,220 4,075
Net profit attributable to equity holders
7,418 5,833
Earnings per share for profit attributable to the ordinary
equity holders of the company during the year
Basic earnings per share
19
$0.37$0.32
Diluted earnings per share
19
$0.36$0.31
1. EBITDA, a non-GAAP measure, is earnings before interest, tax, depreciation, amortisation and revaluations.
2. EBIT, a non-GAAP measure, is earnings before interest and tax.
15SEEKA LIMITED | ANNUAL REPORT 2018
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2018 - Audited
New Zealand dollarsNotes
2018
$000s
2017
$000s
Net profit for the year
7,418 5,833
Items that will not be reclassified to profit or loss, net of tax
Gain on revaluation of land and buildings
2,092 4,455
Gain on revaluation of water shares
10
1,398 976
Realised gain on revaluation of investment in shares
270 -
Total items that will not be reclassified to profit or loss
3,760 5,431
Items that may be reclassified subsequently to profit or loss, net of tax
Movement in cash flow hedge reserve
20
( 100) 147
Movement in foreign currency translation reserve
20
48 ( 840)
Movement in foreign currency revaluation reserve
20
( 373) 743
Gain on revaluation of investment in shares
22
- 4,141
Total items that may be reclassified subsequently to profit or loss
( 425) 4,191
Total comprehensive income for the year attributable to equity holders
10,753 15,455
The accompanying notes form an integral part of these financial statements
16ANNUAL REPORT 2018 | SEEKA LIMITED
STATEMENT OF FINANCIAL POSITION
As at 31 December 2018 - Audited
New Zealand dollarsNotes
2018
$000s
2017
$000s
Equity
Share capital
17
94,406 46,195
Reserves
20
18,747 21,456
Retained earnings
20
40,223 30,974
Total equity
153,376 98,625
Current assets
Cash and cash equivalents
1,340 2,389
Trade and other receivables
12
18,365 17,401
Biological assets - crop
11
17,924 16,682
Inventories
13
4,564 4,808
Irrigation water rights
587 151
Assets classified as held for sale
14
24,197 -
Total current assets
66,977 41,431
Non current assets
Trade and other receivables
12
2,459 1,066
Property, plant and equipment
9
180,075 155,371
Intangible assets
10
19,709 16,727
Investment in shares
22
586 7,428
Total non current assets
202,829 180,592
Total assets
269,806 222,023
Current liabilities
Current tax liabilities
6
36 1,404
Trade and other payables
15
19,152 20,281
Interest bearing liabilities
16
21,039 10,827
Total current liabilities
40,227 32,512
Non current liabilities
Interest bearing liabilities
16
59,361 74,683
Derivative financial instruments
30
267 128
Deferred tax liabilities
7
16,575 16,075
Total non current liabilities
76,203 90,886
Total liabilities
116,430 123,398
Net assets
153,376 98,625
The accompanying notes form an integral part of these financial statements
On behalf of the Board.
F Hutchings A Waugh
Chairman Director
Dated: 25 February 2019
17SEEKA LIMITED | ANNUAL REPORT 2018
STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2018 - Audited
New Zealand dollarsNotes
Share
capital
$000s
Investment
in shares
revaluation
reserve
$000s
Cash
flow hedge
reserve
$000s
Foreign
currency
revaluation
reserve
$000s
Foreign
currency
translation
reserve
$000s
Share
based
payments
reserve
$000s
Water
share
revaluation
reserve
$000s
Land and
buildings
revaluation
reserve
$000s
Retained
earnings
$000s
Total
$000s
Equity at 1 January 2017
44,950 1,939 ( 241) ( 476) 620 284 - 10,370 27,865 85,311
Net profit
- - - - - - - - 5,833 5,833
Foreign exchange movement
- - - 741 ( 840) - - - 2 ( 97)
Other comprehensive income
- 4,141 147 - - - 976 3,980 475 9,719
Total comprehensive income / (loss)
- 4,141 147 741 ( 840) - 976 3,980 6,310 15,455
Transactions with owners
Shares issued
17
329 - - - - - - - - 329
Employee share scheme receipts
17
916 - - - - - - - - 916
Movement in employee share
entitlement reserve
20
- - - - - ( 185) - - 318 133
Dividends paid
21
- - - - - - - - ( 3,519) ( 3,519)
Total transactions with owners
1,245 - - - - ( 185) - - ( 3,201) ( 2,141)
Equity at 31 December 2017
46,195 6,080 ( 94) 265 ( 220) 99 976 14,350 30,974 98,625
Net profit
- - - - - - - - 7,418 7,418
Foreign exchange movement
- - - ( 373) 48 - - - - ( 325)
Other comprehensive income / (loss)
- ( 5,834) ( 100) - - - 1,398 2,092 6,104 3,660
Total comprehensive income / (loss)
- ( 5,834) ( 100) ( 373) 48 - 1,398 2,092 13,522 10,753
Transactions with owners
Capital raise
17
47,560 - - - - - - - - 47,560
Shares issued
17
432 - - - - - - - - 432
Employee share scheme receipts
17
219 - - - - - - - - 219
Movement in employee share
entitlement reserve
20
- - - - - 60 - - - 60
Dividends paid
21
- - - - - - - - ( 4,273) ( 4,273)
Total transactions with owners
48,211 - - - - 60 - - ( 4,273) 43,998
Equity at 31 December 2018
94,406 246 ( 194) ( 108) ( 172) 159 2,374 16,442 40,223 153,376
The accompanying notes form an integral part of these financial statements
18ANNUAL REPORT 2018 | SEEKA LIMITED
STATEMENT OF CASH FLOWS
For the year ended 31 December 2018 - Audited
New Zealand dollarsNotes
2018
$000s
2017
$000s
Operating activities
Cash was provided from:
Receipts from customers
205,254 190,132
Interest and dividends received
373 519
Insurance proceeds - fruit loss mitigation claim and business interruption
3
- 125
Cash was disbursed to:
Payments to suppliers and employees
( 183,904) ( 168,795)
Interest paid
( 4,634) ( 3,756)
Income taxes paid
( 4,915) ( 4,167)
Net cash flows from operating activities
5
12,174 14,058
Investing activities
Cash was provided from:
Sale of property, plant and equipment
9
218 1,267
Sale of investments in shares
22
9,375 -
Proceeds from sale of property held for sale
14
5,236 -
Repayment of advances
1,500 4,133
Cash was applied to:
Purchase of property, plant and equipment and intangibles
( 31,232) ( 20,870)
Development of bearer plants
( 6,056) ( 3,488)
Purchase of property held for sale
14
( 30,209) -
Investment in shares
- ( 1,000)
Purchase of water shares
- ( 689)
Advances
( 1,691) ( 1,536)
Net cash flows (used in) investing activities
( 52,859) ( 22,183)
Financing activities
Cash was provided from:
Proceeds of non current bank borrowings
16
19,500 11,880
Proceeds of current bank borrowings
16
42,749 29,880
Net proceeds from rights issue
17
47,916 -
Proceeds from Employee Share Scheme
219 916
Cash was applied to:
Repayment of non current bank borrowings
16
( 33,989) ( 7,500)
Repayment of current bank borrowings
16
( 32,537) ( 25,100)
Payment of dividend to shareholders
21
( 3,635) ( 3,190)
Net cash flows from financing activities
40,223 6,886
Net (decrease) in cash and cash equivalents
( 462) ( 1,239)
Effect of foreign exchange rates
( 587) 1,940
Opening cash and cash equivalents
2,389 1,688
Closing cash and cash equivalents
1,340 2,389
The accompanying notes form an integral part of these financial statements
19SEEKA LIMITED | ANNUAL REPORT 2018
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2018
This section contains the notes to the consolidated financial statements for Seeka Limited, its subsidiaries and associates. To give
stakeholders a clear insight into how Seeka organises its business, the note disclosures are grouped into seven sections.
NoteDetailsPage
Basis of preparation 20
Accounting policies that apply to the full set of financial statements
Performance22
Where revenues are generated against their associated operating costs
1.
Segment information
22
2
Turnover
24
3.
Revenue and other income
24
4.
Cost of sales and operating expenses
25
5.
Reconciliation of net operating surplus after taxation with cash flows from operating activities
26
6.
Income tax expense
27
7.
Deferred tax
28
8.
Events occurring after balance date
28
Assets29
How Seeka allocates resources across its operations
9.
Property, plant and equipment29
10.
Intangible assets31
11.
Biological assets - crop33
Working capital34
How Seeka manages its operating cash flow
12.
Trade and other receivables34
13.
Inventories34
14.
Assets classified as held for sale35
15.
Trade and other payables35
Funding36
How Seeka organises its capital structure
16.
Interest bearing liabilities36
17.
Share capital37
18.
Business combination38
19.
Earnings and net tangible assets per share38
20.
Retained earnings and reserves39
21.
Dividends41
Investments42
The financial performance of Seeka's investments in subsidiaries and associates
22.
Investment in shares42
23.
Principal subsidiaries43
24.
Investment in associates43
Other notes44
All other note disclosures
25.
Contingencies
44
26.
Commitments
44
27.
Related party transactions
45
28.
Risk management
46
29.
Determination of fair values of financial assets and liabilities
49
30.
Derivative financial instruments
51
31.
Financial instruments summary
52
20ANNUAL REPORT 2018 | SEEKA LIMITED
Reporting entity and statutory base
The financial statements presented are those of the consolidated
Seeka group. Seeka Limited is referred to as Seeka Limited or the
Company. The group is referred to as the Group, Seeka, or Seeka
Group.
Seeka Limited is a profit-orientated company registered in New
Zealand under the Companies Act 1993 and a Financial Markets
Conduct (FMC) Reporting Entity for the purposes of the FMC Act
2013. Seeka Limited is listed and its ordinary shares are quoted on the
NZX main board equity security market (NZX Main Board).
Nature of operations
Seeka is a produce business operating in New Zealand and Australia.
In New Zealand the Group provides orcharding, post harvest and
retail services to New Zealand’s kiwifruit, avocado, citrus, berry, and
kiwiberry industries. Seeka manufactures and sells the Kiwi Crush
and Kiwi Crushies ranges along with avocado oil. The Group also
provides retail and ripening services for imported tropical produce, and
operates a wholesale market.
In Australia, Seeka owns and operates orchards and associated post
harvest assets, making the Group the largest producer and supplier
of Australian kiwifruit and nashi pears, a major supplier of European
pears, plus lesser production of other temperate-climate fruits.
Statement of compliance and basis of preparation
The consolidated financial statements for the Group have been
prepared in accordance with the requirements of Part 7 of the FMC
Act 2013. The financial statements have been prepared in accordance
with New Zealand Generally Accepted Accounting Principles (GAAP),
incorporating New Zealand equivalents to International Financial
Reporting Standards (NZ IFRS) and other applicable financial
reporting standards as appropriate for profit-oriented entities. The
Group financial statements also comply with International Financial
Reporting Standards (IFRS).
The financial statements are prepared on a historical cost basis, with
the exception of:
–financial assets and liabilities (including derivative instruments) at
fair value through comprehensive income (note 30 and 31)
–biological assets - crop at fair value (note 11)
–land and buildings at fair value (note 9)
–water shares at fair value (note 10)
–assets held for sale at fair value (note 14)
The significant accounting policies applied in the preparation of the
financial statements are set out below.
The financial statements were approved by the Board of directors (the
Board) on 25 February 2019.
Basis of consolidation
Subsidiaries
Subsidiaries are fully consolidated from the date of acquisition, being
the date on which the Group obtains control, and continue to be
consolidated until the date when such control ceases. The financial
statements of the subsidiaries are prepared for the same reporting
period as the Company, using consistent accounting policies. All intra-
group balances, transactions, unrealised gains and losses resulting
from intra-group transactions and dividends are eliminated in full.
The acquisition method of accounting is used to account for the
acquisition of subsidiaries by the Group. The cost of an acquisition
is measured as the fair value of the assets given, equity instruments
issued and liabilities incurred or assumed at the date of exchange.
Direct acquisition costs are expensed as incurred.
Intercompany transactions, balances and unrealised gains on
transactions between companies are eliminated. Unrealised losses
are also eliminated unless the transaction provides evidence
of the impairment of the asset transferred. Accounting policies
of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Group.
Foreign currency transactions
Foreign currency transactions are translated into the functional
currency (NZD) using the exchange rates prevailing during the month
of that transaction. Foreign exchange gains and losses resulting from
the settlement of such transactions are recognised in the income
statement. The presentational currency is the New Zealand dollar
(NZD).
Foreign operations
The results and financial position of all the Group entities (none of
which has the currency of a hyper-inflationary economy) that have
a functional currency different from the presentation currency are
translated into the presentation currency as follows:
–Assets and liabilities for each entity's balance sheet within the
Group are translated at the closing rate at the date of that balance
sheet;
–Income and expenses for each entity's income statement and
statement of other comprehensive income, are translated at
average exchange rates (unless this average is not a reasonable
approximation of the cumulative effect of the rates prevailing on
the transaction dates, in which case income and expenses are
translated at the rate on the dates of the transactions); and
–All resulting exchange differences are recognised in other
comprehensive income.
Goodwill and fair value adjustments arising on the acquisition of a
foreign entity are treated as assets and liabilities of the foreign entity
and translated at the closing rate. Exchange differences arising are
recognised in other comprehensive income.
Summary of significant changes in accounting policies
The accounting policies have been applied consistently throughout
the periods presented in the financial statements. A number of new
and amended standards became applicable for the current reporting
period and the Group had to change its accounting policies as a result
of adopting the following standards:
NZ IFRS 9: Financial Instruments
The new financial instrument standard alters the requirements for
recognising and measuring financial assets and financial liabilities.
The standard is effective for periods beginning 1 January 2018. The
Group has reclassified its investments in shares to financial assets
recognised at fair value through other comprehensive income and
financial assets recognised at fair value through profit or loss. These
are detailed in note 22. The Group's cash and cash equivalents, trade
and other receivables, and trade and other payables continue to be
recognised at cost. The new standard introduced a new model for
calculating the provision for doubtful debts, based on expected credit
losses. There was no material change to the provision recognised.
The calculation is detailed in note 28. The standard introduced new
requirements for hedging documentation and consideration. Hedging
relationships continue to be effective. The Group holds a number of
interest rate swaps, which continue to be recognised in the cash flow
hedge reserve. Any ineffectiveness in the hedge relationship will be
recognised in profit or loss. Disclosure changes have been adjusted in
accordance with the standard.
NZ IFRS 15: Revenue from Contracts with Customers
The new revenue standard requires the recognition of revenue
based on contracts with a customer for goods and services. Revenue
is recognised with the completion of performance obligations.
Revenue is recognised either at a point in time or over a period of
Basis of preparation
This section sets out the Group’s accounting policies that apply to the full set of financial statements. Accounting policies which are
limited to a specific note, are described in that note.
21SEEKA LIMITED | ANNUAL REPORT 2018
time, depending on when the performance obligations are met. The
standard is effective for periods beginning 1 January 2018. The Group
has split revenue into four difference streams, being post harvest,
orcharding, retail services and Australian generated revenue. The
timing and allocation of revenue was not materially impacted by the
implementation of the new standard. The new standard redefines
the definition of principal versus agency relationships. There was
no material reclassification between principal and agent under the
new standard. No costs were capitalised to obtain or fulfil a contract.
Revenue accounting policies are detailed in note 3.
There are no other new standards that had a material impact on the
Group’s accounting policies.
Where the presentational format of the financial statements have
changed during the period, comparative figures were accordingly
restated.
Impact of standards issued but not yet applied by the entity
NZ IFRS 16, Leases, was issued January 2016. It will result in almost all
leases being recognised in the statement of financial position, as the
distinction between operating and finance lease is removed. Under the
new standard, an asset (the right to use the lease item) and a financial
liability to pay rentals are recognised. The only exceptions are short
term and low-value leases.
Accounting for lessors will not significantly change.
The standard will primarily affect the accounting for the Group’s
operating leases as a lessee. As at reporting date, the Group expects
to recognise $30m to $35m of leased assets with an offsetting liability
in the statement of financial position. Further, approximately $6.0m
of rental operating expenses is expected to be reclassified to lease
interest expense and lease depreciation expense. The Group’s key
ratios presented in the statement of financial performance will be
impacted by this reclassification.
The standard is effective for reporting periods beginning on or after
1 January 2019. The Group intends to adopt the standard from its
effective date.
The Group does not expect to be significantly impacted by any other
new standards, amendments or interpretations that have been issued
and are effective.
Critical accounting estimates and judgements
The Group makes estimates and assumptions concerning future
operational and financial performance. By definition, these
assumptions may not always equal actual results. The estimates
and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities are
identified in the notes below. Estimates and judgements are
continually evaluated and are based on historical experience as
adjusted for current market conditions and other factors, including
expectations of future events that are believed to be reasonable under
the circumstances. Assumptions underlying management’s estimates
can be found in the following notes to the financial statements.
Area of estimation or judgement Note
Property, plant and equipment 9
Goodwill 10
Biological assets - crop 11
Assets held for sale 14
Business combination 18
Going concern assumption
The consolidated financial statements have been prepared on a going
concern basis.
Goods and services tax (GST)
The statement of financial performance and statement of
comprehensive income have been prepared so that all components are
stated exclusive of GST. All items in the statement of financial position
are stated net of GST, with the exception of receivables and payables,
which include GST invoiced.
22ANNUAL REPORT 2018 | SEEKA LIMITED
Performance
This section focuses on the Group’s financial performance and details the contributions made from the individual operating segments.
Note 1. Segment information
The Group’s operating segments are entities that engage in business
activities that earn revenues, incur expenses and are reported in a
manner consistent with the internal reports provided to the chief
decision makers, being the Directors, who regularly evaluate the
allocation of resources alongside operational outcomes, such as
EBITDA and EBIT, and are responsible for implementing strategic
decisions.
The Group has five operating segments:
–Four New Zealand segments express the range of complementary
services delivered to New Zealand’s produce industries and the
retail sector.
–A single Australian segment encompasses the integrated business
associated with the Group’s Australian-grown produce.
Direct segment revenues and operating costs are allocated to each
segment. Administration costs, overheads, grower service costs and
insurance proceeds recorded in the statement of financial performance
are allocated to all other segments. Transactions between segments
are conducted at arm’s length and are eliminated on consolidation.
New Zealand segments
Orchard operations
The Group provides on-orchard management services to orchard
owners who produce kiwifruit, avocado and kiwiberry crops.
The Group produces kiwifruit, avocado and kiwiberry crops from:
–Short term leased orchards (typically three-year rolling contracts)
whereby the Group recovers costs and shares any profits with the
orchard owners.
–Long term leased land which the Group has developed into
productive orchards, pays all development and production costs,
owns all crops for the term of the lease, and shares profit with the
landowner after all costs are recovered.
Post harvest operations
The Group provides post harvest services to the kiwifruit, avocado,
citrus and berry industries. This includes all crops from the Group’s
orchard management and lease operations, plus crops from
independent orchard owners.
Retail service operations
The Group provides fruit marketing services in New Zealand and
internationally, particularly in the Australian and Asian markets. This
includes fruit from the Group’s New Zealand based orchard and post
harvest operations. In New Zealand the Group also provides retail and
ripening services for imported fruit produce, and operates a wholesale
market.
Retail service operations include the production and selling of Kiwi
Crush, Kiwi Crushies and avocado oil to the retail sector and hospitals,
along with post harvest services for kiwiberry.
All other segments - New Zealand
This represents the Group’s aggregated administration, grower
services and overhead sections along with insurance proceeds
recorded in the statement of financial performance and impairment
and revaluations of other assets not attributed directly to any other
segment.
Australian operations
The Group owns and operates Australian orchards, provides post
harvest operations and markets the fruit produced from those
orchards, primarily in Australia. The main products are kiwifruit, nashi
pears and European pears.
EBITDA and EBIT
EBITDA is earnings before interest, tax, depreciation, amortisation, impairments and revaluations. EBITDA is an indicator of profitability and
reflects operating cash flow generation.
EBIT is earnings before interest and tax; an indicator of profitability that excludes interest and income tax expenses.
23SEEKA LIMITED | ANNUAL REPORT 2018
The following table details the operating segments at balance date.
New ZealandAustraliaGroup
New Zealand dollars
Orchard
operations
$000s
Post harvest
operations
$000s
Retail service
operations
$000s
All other
segments
$000s
Australian
operations
$000s
Total
$000s
2018
Income statement
Turnover
1
52,834 123,807 39,853 684 14,861 232,039
Gross segment revenue
53,067 126,652 11,527 684 14,861 206,791
Eliminations
233 2,845 - - - 3,078
Total segment revenue
52,834 123,807 11,527 684 14,861 203,713
EBITDA
2
3,416 32,095 1,632 ( 10,867) ( 59) 26,217
Loss on revaluation of land and buildings
- 4 - - - 4
Depreciation expense
299 6,637 3 851 1,026 8,816
Amortisation of intangibles
- - 731 216 17 964
Impairment of assets
- - - - 300 300
Impairment of intangibles
- - 946 - - 946
EBIT
3
3,117 25,454 ( 48) ( 11,934) ( 1,402) 15,187
Net finance costs
4,549
Tax charge on profit
3,220
Profit after tax
7,418
Balance sheet
Segment assets
35,495 144,475 7,887 6,375 49,202 243,434
Unallocated assets
- - - 26,372 - 26,372
Total assets
35,495 144,475 7,887 32,747 49,202 269,806
Segment liabilities
9,384 44,875 3,983 6,039 38,905 103,186
Unallocated liabilities
- - - 13,244 - 13,244
Total liabilities
9,384 44,875 3,983 19,283 38,905 116,430
2017
Income statement
Turnover
1
48,582 96,700 54,153 699 17,768 217,902
Gross segment revenue
48,582 101,965 24,294 699 16,536 192,076
Eliminations
- 5,262 - - - 5,262
Total segment revenue
48,582 96,703 24,294 699 16,536 186,814
Income from insurance proceeds
- 125 - - - 125
EBITDA
2
6,376 21,958 2,920 ( 10,377) 2,251 23,128
(Gain) on revaluation of land and buildings
- ( 1,396) - - - ( 1,396)
Depreciation expense
547 6,241 13 589 828 8,218
Amortisation of intangibles
- - 305 167 12 484
Impairment of assets
- - - - 102 102
Impairment of intangibles
- - 2,031 - - 2,031
EBIT
3
5,829 17,113 571 ( 11,133) 1,309 13,689
Net finance costs
3,781
Tax charge on profit
4,075
Profit after tax
5,833
Balance sheet
Segment assets
27,794 125,129 4,856 5,074 48,114 210,967
Unallocated assets
- - - 11,056 - 11,056
Total assets
27,794 125,129 4,856 16,130 48,114 222,023
Segment liabilities
16,842 39,027 6,167 6,549 42,850 111,435
Unallocated liabilities
- - - 11,963 - 11,963
Total liabilities
16,842 39,027 6,167 18,512 42,850 123,398
2018 unallocated assets include $24m of assets classified as held for sale. 2018 unallocated liabilities include $13m of deferred tax.
1. Turnover is a non-GAAP measure, see calculations in note 2.
2. EBITDA, a non-GAAP measure, is earnings before interest, tax, depreciation, amortisation, impairments and revaluations.
3. EBIT, a non-GAAP measure, is earnings before interest and tax.
24ANNUAL REPORT 2018 | SEEKA LIMITED
New Zealand dollars
2018
$000s
2017
$000s
Note 2. Turnover
The following table reconciles turnover to revenue.
Turnover
232,039 217,902
Value of sales made as agent
( 28,326) ( 31,088)
Revenue
203,713 186,814
Turnover
The Board considers turnover a useful measure of the Group's operating activity as it represents the total transactional value of goods and
services provided to external customers during the year. As such turnover includes the value of fruit sales made on behalf of growers and suppliers
where the Group acts as the agent, and is considered the customer by the purchasing party. This includes all produce sales both local and export.
New Zealand dollars
2018
$000s
2017
$000s
Note 3. Revenue and other income
Total revenue
203,713 186,814
Other income
Interest
23 -
Gain on sale of investment in shares
300 -
Gain on sale of property held for sale
616 -
Dividend
350 558
Net movement in fair value of irrigation water rights
618 ( 154)
1,907 404
Income from insurance proceeds
- 125
Total other income
1,907 529
Total revenue and other income
205,620 187,343
Accounting policies
Effective 1 January 2018, the Group adopted NZ IFRS 15, Revenue from
Contracts with Customers. Seeka adopted the new standard using the
modified retrospective approach, which means any adjustment to the
prior year would have flown through retained earnings as at 1 January
2018. However, no adjustments were required. Based on the assessment
performed by the Group, the impact of the revised standard on the
Group’s revenue recognition is minimal and no restatement to the prior
year was made. Changes to accounting policy are discussed below.
The Group’s major revenue streams are post harvest operations,
orchard management, retail services and Australian operations.
Post harvest
The Group enters into two standardised post harvest contracts:
–The first has two performance obligations; one to collect the supply
of kiwifruit via picking and transportation, the other being maturity
testing, which is provided as needed. The charges are separated
in the contract. All revenue is recognised when the service is
performed.
–The second has three performance obligations; to pack kiwifruit,
to cool kiwifruit and to sell class 2 fruit to the local market. These
are stand-alone services provided by Seeka. Each performance
obligation has a separate transaction price detailed in the contract
and the obligations are recognised when service are performed;
packing revenue as fruit is packed, cooling revenue as fruit is loaded
out from cool storage, and class 2 as fruit is sold.
Orchard management
The Group enters into two orchard management contracts that are
largely standardised, with the odd customisation made when contracts
are negotiated:
–The first is the management contract which has one performance
obligation; to manage fruit production. Revenue is recognised as
the service is performed, calculated at cost plus an agreed margin
per the contract. The management fee included in the contract is
recognised evenly over the contract's 12 month period. An incentive
fee is only recognised when agreed orchard gate return (OGR)
targets are achieved and an incentive would be receivable.
–The second orchard management contract has one performance
obligation; to collect the supply of kiwifruit. The transaction price is
determined using a forecasted OGR. Revenue is recognised when
crops are picked (in the June half year accounts).
Retail services
The Group enters into three retail service contracts which are
customised to the service being offered (such as ripening or fruit sales):
–The first has one performance obligation; to sell fruit on the owner’s
behalf. For this contract, Seeka is an agent and only collects a
marketer’s commission which is recognised when the fruit is sold.
–The second comprises storage and ripening revenue. Both contain
one performance obligation; to either store or ripen the fruit.
Revenue is recognised as the fruit is being stored or ripened.
25SEEKA LIMITED | ANNUAL REPORT 2018
New Zealand dollarsNotes
2018
$000s
2017
$000s
Note 4. Cost of sales and operating expenses
Operating materials and services
118,469 110,052
Direct employee benefits
41,992 36,651
Operating lease expense
5,821 5,470
(Increase) in fair value of biological assets - crop
11
( 1,242) ( 636)
Total cost of sales
165,040 151,537
Total other employee benefits
6,978 6,741
General administrative expenses
6,250 5,171
Audit fees paid to principal auditors - (paid on a Group basis)
295 281
Tax compliance and consulting services paid to principal auditors
118 71
Tax pooling services paid to principal auditors
242
Executive remuneration benchmarking paid to principal auditors
17 33
Other advisory services paid to principal auditors relating to the incorporation of Northland subsidiaries
3-
Directors' fees and expenses
450 400
Rent and lease expenses
250 254
(Gain) on sale of property, plant, equipment and investments
- ( 315)
Total other costs
14,363 12,678
Depreciation
9
8,816 8,218
Amortisation
10
964 484
Impairments and revaluations
(Gain) / loss on revaluation of land and buildings
4 ( 236)
(Gain) on revaluation of lease interest in land
- ( 1,160)
Impairment of intangible assets
10
946 2,031
Impairment of property, plant and equipment
9
300 102
Total impairment and revaluation
1,250 737
Interest expense
4,549 3,781
Total expenses
194,982 177,435
–The third is customised with each supplier. The essence of the
contracts remain the same with one performance obligation; to
provide the product ordered. The transaction price is based on the
agreed price (either in writing or verbally) and recognised when the
fruit is sold.
Australia
Australian contracts are maintained by the Australian business. They
are on a one-to-one basis with the fruit purchaser and are largely
standardised. There is one performance obligation; to provide the fruit
to the customer. The transaction price is based on the agreed price
(either in writing or verbally) and recognised when the fruit is sold.
Principal versus agent relationship
A principal relationship is when the performance obligation is to
directly provide the goods or services and Seeka either controls the
asset or has the right to direct the asset. An agency relationship is
when the performance obligation is to arrange the goods or services
and Seeka holds no control. The Group currently has an agency
relationship for the sale of some fruit in retail service operations.
Impact of seasonality
Group revenues are generated from seasonal horticultural operations,
with post harvest revenues recognised as services are provided and
orcharding revenues recognised once the fruit is harvested. Retail
revenues are generated at the point of sale. In New Zealand kiwifruit
are harvested from March to June, avocados from July to February,
and kiwiberries from February to March. In Australia nashi and
European pears are harvested January to March, and kiwifruit from
March to May. As a result of these harvest timings around 80% of
orchard revenues are recognised in the first six months of the financial
year. Due to seasonal fluctuations, the timing of the provision of post
harvest services can vary from year to year, however normally 70% is
recognised in the first six months of the financial year.
Irrigation water rights
Allocation rights are carried at fair value supported by the value of the
traded rights on a recognised exchange or market at measurement
date. Annual water allocation rights are recognised as a current asset
when they are allocated to the Group's permanent water shares from
the first of July each year by the Victorian Water Register, and are
subsequently expensed when the water entitlement is used to irrigate
orchards. Any gain on revaluation is recognised in the statement of
financial performance.
Interest income
Interest income is recognised on a time-proportion basis using the
effective interest method.
Dividend income
Dividend income is recognised when the right to receive payment is
established.
26ANNUAL REPORT 2018 | SEEKA LIMITED
New Zealand dollars
2018
$000s
2017
$000s
Note 5. Reconciliation of net operating surplus after taxation
with cash flows from operating activities
Net operating surplus after taxation
7,418 5,833
Add non cash items:
Depreciation
8,816 8,218
(Gain) / loss on revaluation of land and buildings
4 ( 1,396)
Impairment of intangible assets
946 2,031
Impairment of property, plant and equipment
300 102
Revaluation of employee share scheme
62 133
Movement in deferred tax
( 301) 832
Movement in fair value of biological assets - crop
( 1,242) ( 636)
Movement in onerous leases
- ( 8)
Amortisation of intangible assets
964 484
9,549 9,760
Add / (less) items not classified as an operating activity:
Gain on sale of property, plant and equipment
- ( 301)
Gain on sale of property held for sale
( 616) -
Decrease / (increase) in current water allocation account
( 443) 44
Gain on sale of investment in shares
( 300) -
( 1,359) ( 257)
(Increase) / decrease in working capital:
(Decrease) in accounts payable
( 2,723) ( 1,640)
Decrease in accounts receivable / prepayments
621 2,742
Decrease / (increase) in inventory
244 ( 1,419)
Decrease in taxes due
( 1,576) ( 961)
( 3,434) ( 1,278)
Net cash flow from operating activities
12,174 14,058
Accounting policies
Cash flows statements are prepared using the direct approach. Cash and cash equivalents are shown exclusive of GST.
Accounting policies
Operating expenses are recognised in the statement of financial
performance as incurred, except where future economic benefits arise
and they are recorded as a prepayment.
Operating leases
Leases in which a significant portion of the risks and rewards of
ownership are retained by the Group are classified as finance leases.
All other leases are classified as operating leases.
Operating leases include short term orchard leases. Payments made
under operating leases (net of any incentives received from the lessor)
are charged to the statement of financial performance on a straight
line basis over the period of the lease, except for short term orchard
leases where lease costs are recognised at the same time as other
crop related income and expenses.
Wages and salaries, annual leave and sick leave
Liabilities for wages and salaries, including non-monetary benefits and
annual leave expected to be settled within 12 months of the reporting
date, are recognised in other payables in respect of employees'
services up to the reporting date and are measured at the amounts
expected to be paid when the liabilities are settled. Liabilities for non-
accumulating sick leave are recognised when the leave is taken and
measured at the rates paid or payable.
27SEEKA LIMITED | ANNUAL REPORT 2018
New Zealand dollarsNotes
2018
$000s
2017
$000s
Note 6. Income tax expense
a. Current tax expense
Current year
3,761 3,002
Prior period adjustment
6 ( 142)
Total current tax expense
3,767 2,860
Deferred tax expense
7
Origination and reversal of temporary differences
( 579) 203
Prior period adjustment
32 1,012
Total deferred tax expense
( 547) 1,215
Total income tax expense
3,220 4,075
b. Numerical reconciliation of income tax expense to prima facie tax payable
Profit before income tax expense
10,638 9,908
Tax at the New Zealand tax rate of 28%
3,848 2,790
Tax at the Australian tax rate of 30%
( 932) ( 17)
Tax effect of amounts which are not deductible (taxable) in calculating taxable income
364 601
Tax exempt income
( 98) ( 156)
Under provision in prior years - temporary differences
38 857
Income tax expense
3,220 4,075
c. Imputation credit account
Imputation credits available for use in subsequent reporting periods
18,586 13,467
The above amounts represent the balance of the imputation account as at the end of the reporting
period, adjusted for:
a. Imputation credits that will arise from the payment of the amount of the provision for income tax
b. Imputation debits that will arise from the payment of dividends recognised as a liability at the
reporting date; and
c. Imputation credits that will arise from the receipts of dividends recognised as receivables at the
reporting date.
d. Current tax (liability) / receivable
Opening balance of current tax (liability)
( 1,404) ( 2,365)
Adjustments for prior periods
( 6) 142
Current year tax
( 2,942) ( 3,002)
Tax losses
( 819) ( 424)
Less tax paid
5,135 4,217
Exchange differences
- 28
Current tax (liability)
( 36) ( 1,404)
Accounting policies
Income tax expense comprises both current and deferred tax and is
recognised in the statement of financial performance.
Current tax is the expected tax payable on the taxable income for the
year, using tax rates enacted or substantively enacted at the reporting
date, and any adjustment to the tax payable in respect of previous years.
Deferred tax is recognised using the balance sheet method, providing
for temporary differences between the tax losses of assets and
liabilities and their carrying amounts in the consolidated financial
statements. Deferred tax is not accounted for if it arises from initial
recognition of an asset or liability in a transaction other than a
business combination and that affects neither accounting or taxable
profit. Differences relating to investments in subsidiaries and jointly
controlled entities are not recognised to the extent that they probably
will not reverse in the foreseeable future.
Deferred tax is measured at the tax rates that are expected to be
applied to the temporary differences when they reverse, based on the
laws that have been enacted or substantively enacted at balance date.
A deferred tax asset is recognised to the extent that it is probable that
future taxable profits will be available against which the temporary
differences can be utilised.
28ANNUAL REPORT 2018 | SEEKA LIMITED
Note 7. Deferred tax
Deferred tax assets and liabilities are offset when there is a legally-enforceable right to offset current tax assets against current tax liabilities and
when the deferred income taxes relate to the same fiscal authority.
The following table details the offset amounts.
New Zealand dollars
2018
$000s
2017
$000s
Expected settlement:
Within 12 months
( 2,315) ( 1,772)
In excess of 12 months
18,890 17,847
Total deferred tax liability
16,575 16,075
Net deferred tax liabilities:
Opening balance
16,075 13,145
Tax losses
( 819) ( 424)
Acquisition
393-
Exchange differences
( 150) 185
Charged to the statement of financial performance
241 203
Prior period adjustment
32 1,012
Charged to revaluation reserve
842 1,897
(Credited) / debited to hedge reserve
( 39) 57
Closing balance at end of year
16,575 16,075
The balance comprises temporary differences attributable to:
Temporary differences on non-current assets
18,889 17,847
Current liabilities
( 2,066) ( 1,738)
Prepayments and accrued income
2,227 1,743
Losses reclassified as deferred tax
( 2,475) ( 1,777)
Total deferred tax liability
16,575 16,075
Deferred tax assets are recognised for tax loss carry-forwards to the extent that the realisation of the related tax benefit through the future
taxable profits is probable.
The deferred tax liability recognised in the financial statements does not represent the tax that would be payable on the disposal of the buildings;
actual tax payable is limited to the reversal of tax depreciation claimed on that asset in prior period tax returns.
Note 8. Events occurring after balance date
Since balance date Seeka has announced the establishment of the new Grower Loyalty Share Scheme. The scheme will reward loyal New Zealand
growers who supply all their fruit to Seeka over a three-year period. The scheme involves the issue of up to 2.6m shares and making of loans, and
was approved by shareholders on 14 February 2019.
Seeka continues to market the 140 hectares of Northland orchards that were recognised as held for sale at 31 December 2018 (see note 14), with
54 hectares currently under contract. Subject to subdivisions and title changes, these orchards are due to settle between April and December 2019.
29SEEKA LIMITED | ANNUAL REPORT 2018
Assets
This section focuses on the physical and intangible assets used by the Group to operate the business, deliver benefits to stakeholders,
add new income streams and generate revenues. Assets include post harvest facilities, retail service facilities, and software. Assets
also include Group-owned land, vines, trees and crop on Group-owned and leased orchards, the Group's interest in water shares, along
with goodwill and supplier contracts arising from Group acquisitions.
Disclosures are made on additions, disposals, revaluations, depreciation, impairments and amortisation.
New Zealand dollars
Land and
buildings
$000s
Plant and
equipment
$000s
Motor
vehicles
$000s
Bearer
plants
$000s
Assets under
construction
$000s
Total
$000s
Note 9. Property, plant and
equipment
At 1 January 2017
Cost or valuation
88,099 83,154 1,510 6,860 14,063 193,686
Accumulated depreciation and impairment
( 4,723) ( 52,956) ( 558) ( 960) - ( 59,197)
Net book amount
83,376 30,198 952 5,900 14,063 134,489
Year ended 31 December 2017
Opening net book amount
83,376 30,198 952 5,900 14,063 134,489
Reclassification of asset classes
( 472) 600 ( 436) 243 65 -
Additions and transfers
16,952 13,447 - 1,878 ( 10,861) 21,416
Depreciation recovery
- 57 - - - 57
Depreciation
( 3,022) ( 4,653) ( 92) ( 451) - ( 8,218)
Disposals
( 5) 467 ( 12) - - 450
Impairment of property, plant and equipment
- - - ( 70) ( 32) ( 102)
Revaluation
6,000 - - - - 6,000
Foreign exchange
636 243 9 275 116 1,279
Closing net book amount
103,465 40,359 421 7,775 3,351 155,371
At 1 January 2018
Cost or valuation
106,321 88,909 800 9,258 3,383 208,671
Accumulated depreciation and impairment
( 2,856) ( 48,550) ( 379) ( 1,483) ( 32) ( 53,300)
Net book amount
103,465 40,359 421 7,775 3,351 155,371
Year ended 31 December 2018
Opening net book amount
103,465 40,359 421 7,775 3,351 155,371
Reclassification of asset classes
136 ( 14) ( 122) - - -
Additions and transfers
8,222 6,844 91 2,193 15,594 32,944
Depreciation recovery
- 159 - - - 159
Depreciation
( 3,434) ( 4,995) ( 96) ( 291) - ( 8,816)
Disposals
- ( 355) ( 27) - ( 7) ( 389)
Impairment of property, plant and equipment
- - - ( 108) ( 192) ( 300)
Revaluation
2,335 - - - - 2,335
Foreign exchange
( 651) ( 272) ( 6) ( 203) ( 97) ( 1,229)
Closing net book amount
110,073 41,726 261 9,366 18,649 180,075
At 31 December 2018
Cost or valuation
116,364 95,146 736 11,223 18,868 242,337
Accumulated depreciation and impairment
( 6,291) ( 53,420) ( 475) ( 1,857) ( 219) ( 62,262)
Net book amount
110,073 41,726 261 9,366 18,649 180,075
30ANNUAL REPORT 2018 | SEEKA LIMITED
Land and buildings
The following table details the gain on revaluation of land and buildings recognised in the revaluation reserve, net of tax of $2.09m (Dec 2017 - $3.98m).
New Zealand dollars
Land
$000s
Buildings
$000s
Total
$000s
Land and buildings revaluation reserve
1,455 637 2,092
As a consequence of the building revaluations conducted in December 2018, $1.66m (Dec 2017 - $3.04m) of accumulated depreciation was
offset directly against the assets' cost or valuation, prior to revaluation.
The following table details the depreciated value of land and buildings if they were to be stated on a historical cost basis.
New Zealand dollars
2018
$000s
2017
$000s
Cost
131,658 123,436
Accumulated depreciation
( 29,764) ( 25,501)
Depreciated historical cost
101,894 97,935
Net book amount
110,073 103,465
Impairment
During the year the Group replaced some of its Australian bearer plants as a result of the Psa disease being identified on new grafts. This resulted
in an impairment and the write off of the carrying value of bearer plants replaced by $0.30m which was recognised in the statement of financial
performance. For the year ended 31 December 2017, $0.10m was impaired as part of a plant and crop renewal plan.
Accounting policies
Bearer plants
Bearer plants are the Group's investment in kiwifruit vines, pear,
avocado and other fruiting trees on Group-owned and leased land.
Bearer plants are stated at historical cost less depreciation. Historical
cost includes all costs incurred to purchase or establish the asset.
Land and buildings
Land and buildings are shown at fair value, based on periodic, but at
least triennial valuations by independent valuers, plus any subsequent
improvements at cost, less subsequent depreciation for buildings. At
each annual balance date, approximately one third of assets classified as
land and buildings are revalued and those valuations are used to assess
the appropriateness of the carrying values of all land and building assets
held by the Group, which effectively revalues all land and buildings
annually. Revaluations are performed more frequently if changing
industry conditions may cause their carrying value to differ significantly
from fair value. Any accumulated depreciation at the date of revaluation
is eliminated against the gross carrying amount of the asset and the net
amount is restated to the revalued amount of the asset.
Changes in the carrying amounts arising on revaluation of land and
buildings are accounted through comprehensive income and other
reserves, except where an asset's fair value is less than the original cost,
in which case the change is recognised in the statement of financial
performance.
Property, plant and equipment
All other property, plant and equipment are stated at historical
cost less depreciation. Historical cost includes all costs incurred to
purchase the asset.
Subsequent additions at cost are included in the asset’s carrying value
or recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item will
flow to the Group and the cost of the item can be measured reliably.
All other repairs and maintenance are charged to the statement of
financial performance during the financial period in which they are
incurred.
Impairment of assets are recognised in the statement of financial
performance.
Land and buildings are revalued to their estimated market value on a
three-year rolling cycle (excluding assets under construction), plus
any subsequent additions at cost, less subsequent depreciation for
buildings. In New Zealand valuations are undertaken by TelferYoung
Valuers, ANZIV, independent registered valuer.
In Australia valuations are undertaken by Goulburn Valley Property
Services, independent valuers, Shepparton, Victoria. Australia land
and buildings were revalued at 31 December 2017. No independent
valuation was completed at 31 December 2018 as there were no
indicators the value of the land and buildings had materially changed.
Valuations are undertaken by the independent valuers using inherently
subjective techniques that include estimations.
The valuers consider four different approaches in concert to arrive at
a fair value;
1. Direct replacement cost - adds the value of the land to the
replacement cost of the buildings and other improvements based
on the current cost of construction less depreciation based on the
age of the building with an allowance for physical depreciation.
Specific consideration is given to the 'optimised depreciated
replacement cost' methodology.
2. Sales comparison - considers sales of other comparable properties.
3. Capitalisation of rentals - assumes a hypothetical lease of the
property with a current market rental being established and
capitalising this at an appropriate rate of return (8.5% – 10.75%)
that would be expected by a prudent investor.
4. Discounted cash flow - a variation of the investment method
whereby it takes the current market rental calculated under the
investment method and forecasts net cash flows over a ten-year
period. Cash flows are adjusted for expected growth in market
rentals and estimated costs incurred to maintain land and buildings
in operational use. This method assumes land and buildings are
sold in the terminal year (year 11).
The net book value of land is $20.3m (Dec 2017 - $17.8m) and
buildings is $89.8m (Dec 2017 - $85.7m) (see note 29).
31SEEKA LIMITED | ANNUAL REPORT 2018
Depreciation
Land is not depreciated. Depreciation on other assets is calculated
using the straight line or diminishing value method to allocate their
cost or revalued amounts, net of their residual values, over their
estimated useful lives. The depreciation of bearer plants on leased
land orchards is aligned to the term of the lease.
The estimated useful lives of assets are as follows:
– Buildings: 20 - 50 years
– Machinery: 10 - 20 years
– Vehicles: 4 - 7 years
– Furniture, fittings and equipment: 3 - 10 years
– Bearer plants: 5 - 50 years
The assets’ residual values and useful lives are reviewed, and adjusted if
appropriate, at balance date.
An asset’s carrying amount is immediately written down to its
recoverable amount.
Gains and losses on disposals are determined by comparing proceeds
with the carrying amount, and any gain or loss is included in the
statement of financial performance. When revalued assets are sold, the
amounts included in the revaluation reserve in respect of those assets
is transferred to retained earnings.
New Zealand dollars
Software
$000s
Goodwill
$000s
Water
shares
$000s
Supplier
contract
$000s
Interest in
leased land
$000s
Other
intangibles
$000s
Total
$000s
Note 10. Intangible assets
At 1 January 2017
Cost
2,352 9,542 3,846 1,877 768 105 18,490
Accumulated amortisation and impairment
( 1,950) - - ( 841) ( 423) - ( 3,214)
Net book amount
402 9,542 3,846 1,036 345 105 15,276
Year ended 31 December 2017
Opening net book amount
402 9,542 3,846 1,036 345 105 15,276
Additions
164 689 - - - 853
Disposals
- - - - - ( 105) ( 105)
Revaluation
- - 1,393 - - - 1,393
Reversal of impairment
- - - - 1,262 - 1,262
Impairment
- ( 2,031) - - - - ( 2,031)
Exchange differences
1 340 222 - - - 563
Amortisation
( 147) - - ( 305) ( 32) - ( 484)
Closing net book amount
420 7,851 6,150 731 1,575 - 16,727
At 1 January 2018
Cost
2,517 9,882 6,150 1,877 2,030 - 22,456
Accumulated amortisation and impairment
( 2,097) ( 2,031) - ( 1,146) ( 455) - ( 5,729)
Net book amount
420 7,851 6,150 731 1,575 - 16,727
Year ended 31 December 2018
Opening net book amount
420 7,851 6,150 731 1,575 - 16,727
Additions
583 - - - - 1,662 2,245
Additions from business combination
- 1,220 - - - - 1,220
Revaluation
- - 1,981 - - - 1,981
Impairment
- ( 946) - - - - ( 946)
Exchange differences
( 3) ( 278) ( 273) - - - ( 554)
Amortisation
( 201) - - ( 731) ( 32) - ( 964)
Closing net book amount
799 7,847 7,858 - 1,543 1,662 19,709
At 31 December 2018
Cost
3,097 10,824 7,858 1,877 2,030 1,662 27,348
Accumulated amortisation and impairment
( 2,298) ( 2,977) - ( 1,877) ( 487) - ( 7,639)
Net book amount
799 7,847 7,858 - 1,543 1,662 19,709
Other intangibles are SunGold kiwifruit licences purchased from Zespri
Limited on 1 May 2018. The licences give Seeka the right to plant this
gold kiwifruit variety and were purchased with the intention of using
them on the orchards purchased in Northland and not yet settled to
Seeka's ownership (see note 18). Amortisation was not applied to the
licences as they will be classified as held for sale with the Northland
orchards once Seeka obtains property title.
The software amortisation period is four to five years and the remaining
amortisation period for the interest in leased land is from 32 to 90 years.
The Group's interest in leased land occupied, or held for future
development, arose on the acquisition of Huka Pak and is the
difference in the value of the lease terms to relative market terms.
32ANNUAL REPORT 2018 | SEEKA LIMITED
The following table details the key assumptions used for value-in-use calculations and the recoverable amount in 2018.
Cash generating unit
within the business
Carrying
amount
$000s
Discount
rate
Revenue
growth rate
1-5 years
Terminal
growth rate
Goodwill
GlassfieldsRetail services segment
433 10.10%4.0% - 5.0%2.0%
Kiwi CrushRetail services segment
244 10.90%2.0% - 4.0%2.0%
Seeka Australia Pty LimitedAustralian operations
5,950 9.85%3.0% - 9.0%2.0%
Seeka Australia Pty Limited revenue growth reflects an expected improvement in future production yields, cost containment strategies and an
increase in market share in better quality product varieties.
The following table details how water shares would be stated on the historical cost basis.
New Zealand dollars
2018
$000s
2017
$000s
Cost
4,535 4,535
Amortised cost
4,535 4,535
Net book amount
7,858 6,150
Accounting policies
Intangible assets
Assets with a finite useful life are subject to depreciation and
amortisation and reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount may
not be recoverable. Intangible assets that have an indefinite life
are not subject to amortisation and are tested at least annually
for impairment, with impairment losses recognised when the
carrying amount exceeds the recoverable amount. When assessing
impairment, assets are grouped at the lowest identifiable unit able to
generate cash flow.
Software
Acquired computer software licences are capitalised on the basis of
the costs incurred to acquire and bring to use the specific software.
Internally developed computer software is capitalised when it enters
the development phase per NZ IAS 38 on the basis of costs incurred to
develop and test the software for use. Intangible assets are amortised
over their estimated useful life (typically three to five years).
Goodwill
Goodwill represents the excess of the cost of an acquisition over the
fair value of the Group’s share of the net identifiable assets of the
acquired business or associate at the date of acquisition. Goodwill on
acquisition of a business is included in intangible assets. Goodwill on
acquisition of an associate is included in investments in associates.
Goodwill acquired in business combinations is not amortised. Instead,
goodwill is tested for impairment annually, or more frequently if
deemed prudent, with goodwill carried at cost less accumulated
impairment losses. Gains and losses on the disposal of an entity
include the carrying amount of goodwill relating to that entity.
Supplier contracts
When an intangible asset is recognised on a supplier contract it is
amortised over the life of the contract on a straight line basis. The
expense is charged to the statement of financial performance.
Lease interest in land
The Group’s interest in long term leased land occupied, or held for
future development, is amortised over the life of the lease and tested
for impairment on a triennial basis along with land and buildings when
impairment indicators exist.
Water shares
The Group records permanent water shares at fair value based on the
market price at balance date. The shares are fully tradeable, have an
indefinite life and are not amortised.
Other intangibles
Other intangibles subject to amortisation will be amortised over the
life of the asset on a straight line basis. The expense is charged to the
statement of financial performance.
Water shares are an integral part of land and irrigation infrastructure
required to grow pears, kiwifruit and other annual crops in Australia
and are carried at fair value based on the closing water share market
price. The movement in the fair value is recognised in the statement of
other comprehensive income.
Impairment tests for goodwill
The Board reviews business performance based on operating
segments and monitors goodwill at the operating segment level in
accordance with the policy below. Goodwill represents the Group's
retail services acquired with Glassfields, the acquisition of Seeka
Australia (Pty) Limited and the acquisition of the Kiwi Crush and Kiwi
Crushies product ranges.
The recoverable amount is based on the net present value of the
five-year after-tax cash flow projection, with a terminal value beyond
five years. Cash flows beyond the five year period are extrapolated
using estimated growth rates and discount rates stated below. The
assumptions used for the analysis of the net present value of forecast
gross margin for the cash generating unit, is determined based on
past performance and the Board's expectations of future market
development.
Following a major customer moving to their own direct supply of
bananas in 2018, the Board reassessed the useful life remaining on
the intangible asset associated with the contract. The useful life was
reduced from 6 years to 4 years and with no remaining term to run the
supplier contract intangible asset is now fully amortised. Further, the
Board reviewed the latest forecasts and further impaired the carrying
value of the goodwill associated with the Glassfield's banana business
by $0.95m. The remaining goodwill recognised as an intangible asset
on the balance sheet is $0.43m. In December 2017 the Board impaired
$2.03m of goodwill in relation to these operations.
During the year $1.2m of goodwill was recognised from the acquisition
of the Kerikeri post harvest facility (see note 18). Management assessed
that there were no indicators of impairment as at 31 December 2018.
No other impairment arose in the current year.
33SEEKA LIMITED | ANNUAL REPORT 2018
Note 11. Biological assets - crop
Crops growing on bearer plants are classified as biological assets and measured at fair value.
Crop assets are kiwifruit, nashi pears, Packham pears, Corella pears, other pears, cherries, avocado, apricot, and plum crops growing on leased
and owned orchards and yet to be harvested at balance date.
The following table reconciles beginning balances to end balances for biological assets crop measured at fair value defined as level 3 in note 29.
New Zealand dollars
2018
$000s
2017
$000s
Carrying amount at beginning of period
16,682 16,046
Crop harvested during the period
Fair value movement from the beginning of the period to point of harvest
20,000 20,903
Fair value when harvested
( 36,682) ( 36,949)
Crop growing on bearer plants at end of period
Crop where cost is deemed fair value
17,745 16,470
Crop at fair value
179 212
Carrying value at end of period
17,924 16,682
The following table reconciles fair value movement of biological assets - crop.
New Zealand dollars
2018
$000s
2017
$000s
Movement in carrying amount
1,491 346
Exchange differences
( 249) 290
Net fair value movement in crop
1,242 636
The following table details the classification of biological assets - crop.
New Zealand dollars
2018
$000s
2017
$000s
Australia - all varieties
5,020 5,918
New Zealand - kiwifruit crop
12,775 10,656
New Zealand - avocado crop
129 108
Carrying value at end of period
17,924 16,682
Crop where cost is deemed fair value
Kiwifruit, nashi, Packham and Corella pear crops are not considered to have achieved sufficient biological transformation at balance date and as
such costs are deemed fair value (note 29).
During the year $0.50m of development costs were expensed due to the effect of Psa on recently grafted crops on producing orchards in
Australia. This is reflected in the change in the fair value of the biological asset.
Accounting policies
Biological assets are the crops growing on bearer plants in the Group’s leased and owned orchards. The method to determine fair value depends
on the degree of biological transformation (the maturity of the fruit) at balance date.
When insufficient biological transformation has occurred, the fair value is the costs incurred at balance date to grow the crops (provided the costs
are considered recoverable). When costs are not considered recoverable they are expensed in the statement of financial performance.
When sufficient biological transformation has occurred, fair value is the estimated net market return less selling cost and costs to market.
The estimated market return less selling cost is established by reference to current and expected sales returns when available. When market data
is not available an assessment is made based on historical data.
34ANNUAL REPORT 2018 | SEEKA LIMITED
Working capital
This section focuses on how the Group manages inventories, accounts receivable and accounts payable to ensure an appropriate
level of working capital is available to operate the business, deliver benefits to stakeholders and generate revenues.
New Zealand dollars
2018
$000s
2017
$000s
Note 12. Trade and other receivables
Current trade receivables (net of provision for doubtful debts)
9,149 10,217
Prepayments
1,115 932
GST refund due
495 379
Accrued income and other sundry receivables
7,606 5,873
Current trade and other receivables
18,365 17,401
Non current trade receivables
1,059 1,066
Non current prepayments
1,400 -
Non current trade and other receivables
2,459 1,066
Total receivables
20,824 18,467
Non current prepayments include deposits of $1.4m paid for avocado trees not yet received (Dec 2017 - nil). Accrued income includes $1.7m accrued
for the sale settlement of one Northland orchard (Dec 2017 - nil).
Within current trade receivables, $1.12m are past due (Dec 2017 - $1.10m), of which 2.03% are more than 90 days (Dec 2017 - 3.5%). Non-current
trade receivables are considered recoverable and relate to debtors secued against crop supply commitments with repayment terms of up to five years.
A provision for doubtful debts amounting to $0.50m has been recognised in the accounts (Dec 2017 - $0.61m).
Accounting policies
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for doubtful debts.
Collectability of trade receivables is reviewed on an ongoing basis including debts past due, but not considered impaired. Debts which are known
to be uncollectible are written off. A provision for doubtful receivables is established when the assessment under IFRS 9 deems a provision is
required (see note 28).
New Zealand dollars
2018
$000s
2017
$000s
Note 13. Inventories
Total packaging at cost
2,989 2,549
Other inventories at cost
1,575 2,259
Total inventories
4,564 4,808
In the current year, $27.56m (Dec 2017 - $21.98m) of packaging inventory costs were expensed to cost of sales in the statement of financial
performance.
Accounting policies
Raw materials, work in progress, finished goods and produce are stated at the lower of cost and net realisable value. Cost comprises direct
materials and direct labour, and are assigned to individual items of inventory on the basis of weighted average cost. Net realisable value is the
estimated selling price less estimated costs of completion and sales costs.
35SEEKA LIMITED | ANNUAL REPORT 2018
New Zealand dollars
2018
$000s
Note 14. Assets classified as held for sale
Northland orchards including kiwifruit licences
24,197
Total property held for sale
24,197
At 31 December 2018 five orchards owned by Seeka were classified as held for sale. Three of these properties were purchased as part of the
business combination detailed in note 18 and will be sold with $3.99m of SunGold kiwifruit licences. All five properties covering 140 hectares were
marketed for sale with 54 hectares having conditional sale agreements for all or part of the titles purchased (see note 8).
New Zealand dollars
2018
$000s
2017
$000s
Note 15. Trade and other payables
Trade payables
4,931 3,472
Accrued expenses
9,239 12,363
Employee expenses
4,869 4,212
Other payables
113 234
Total trade and other payables
19,152 20,281
Trade payables include $1.6m for capital work in progress (Dec 2017 - nil).
Accounting policies
Trade payables are recognised initially at fair value (the invoiced amount). If the Group has been provided with extended terms of trade, they are
then recognised at amortised cost using the effective interest method.
36ANNUAL REPORT 2018 | SEEKA LIMITED
Funding
This section focuses on how the Group manages its capital structure to protect shareholder value while funding operations that deliver
benefits to stakeholders and grow shareholder returns.
Disclosures are made on the Group’s bank facilities, retained earnings, dividends paid to shareholders, and earnings per share. Details on the
Company’s share capital include shares issued under the dividend reinvestment plan and employee share scheme.
New Zealand dollars
2018
$000s
2017
$000s
Note 16. Interest bearing liabilities
Current secured
Bank borrowings
21,039 10,827
Total current interest bearing liabilities
21,039 10,827
Non current secured
Non current portion of term liabilities
59,361 74,683
Total non-current interest bearing liabilities
59,361 74,683
Analysis of movements in borrowings:
At 1 January 2018
85,510
Cash flow - additional borrowings
62,249
Cash flow - repayment of borrowings
( 66,526)
Exchange differences
( 833)
At 31 December 2018
80,400
The Group’s total facilities of $142.1m (Dec 2017 - $116.2m) comprise a multi-option credit facility of $61.5m (Dec 2017 - $31.0m) and term loans
of $80.6m (Dec 2017 - $85.2m).
The Board has assessed the fair value of the term loans as the outstanding balance at balance date.
The Group’s bank facilities are held with Westpac and it is expected that all facilities will be refinanced when they become due for review in the
normal course of business.
The following table details the amounts of the term loans drawn down at balance date and their maturities.
Balance due
$000sInterest rateMaturity
Term loans as at 31 December 2018
AUD $17m
17,857 4.19%30 September 2021
AUD $10m
10,504 4.15%30 September 2021
NZD $21m
12,302 4.27%31 October 2019
NZD $12m
12,000 4.07%30 April 2020
NZD $10m
10,000 3.96%30 September 2021
NZD $9m
9,000 3.96%30 September 2021
Term loans as at 31 December 2017
AUD $17m
18,690 3.46%30 April 2019
AUD $10m
10,993 3.59%28 February 2019
NZD $16.5m
16,500 3.19%30 April 2019
NZD $10m
10,000 3.59%30 April 2019
NZD $20m
9,500 3.28%30 April 2019
NZD $9m
9,000 3.59%30 April 2019
All of the Group’s term loans are on interest-only repayment terms.
Assets pledged as security
Bank loans and overdrafts are secured by first mortgages over the Group’s freehold land and buildings. The Group’s policy is to protect the term
portion of the loans from exposure to changing interest rates via the use of derivatives. See note 30.
37SEEKA LIMITED | ANNUAL REPORT 2018
Accounting policies
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost.
When it is probable that part or the entire loan will be drawn down, any loan facility establishment fee paid is recognised as a loan transaction cost.
When the loan will probably remain undrawn, any loan fee paid is capitalised as a pre-payment for liquidity services and amortised over the period of
the facility.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after
balance date.
Shares
2018
Shares
2017
Shares
Note 17. Share capital
Authorised and issued share capital
Ordinary shares - fully paid and no par value:
Opening balance
17,521,279 17,458,652
Shares issued under:
Rights Issue
11,726,988 -
Dividend reinvestment programme
69,203 62,627
Total shares issued
29,317,470 17,521,279
Ordinary shares - classified as follows:
Held by ordinary shareholders
28,826,954 17,085,479
Held by Seeka Employee Share Plan Trustees
490,516 435,800
Total shares issued
29,317,470 17,521,279
New Zealand dollars
2018
$000s
2017
$000s
Movements in ordinary paid up share capital:
Opening balance of ordinary shares
47,811 47,482
Issues of ordinary shares during the year
432 329
Rights issue
49,840 -
Less: Transaction costs arising on rights issue
( 1,971) -
Closing balance of ordinary share capital
96,112 47,811
Movements in treasury share capital:
Opening balance of ordinary shares
1,616 2,532
Employee share scheme receipts
( 219) ( 916)
Employee share scheme issue of new shares
309 -
Closing balance of shares held as treasury capital
1,706 1,616
Net share capital
94,406 46,195
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of fully
paid shares held.
Rights issue
On 12 November 2018 the Group invited its shareholders to subscribe to a rights issue of 11,726,988 ordinary shares at an issue price of $4.25 per
share on the basis of 1 share for every 1.5 fully or partly paid ordinary shares held, with such shares to be issued on, and rank for dividends after, 7
December 2018. The issue was fully subscribed.
38ANNUAL REPORT 2018 | SEEKA LIMITED
Note 18. Business combination
Summary of acquisition
During the period to 31 December 2018 the Group purchased Kerikeri-based kiwifruit orchards, packhouse facilities and related assets and
liabilities representing the kiwifruit business previously owned by T&G Global Limited. The transaction was completed in two stages. The first
stage was the purchase of the packhouse facilities and related assets on 30 April 2018. The second stage was the purchase of the orchards from
30 June 2018. One orchard remains subject to subdivision and was not settled at 31 December 2018. This orchard shall remain at the risk of T&G
Global Limited until the relevant individual titles are issued and they provide the relevant settlement notice (see note 26).
New Zealand dollars
2018
$000s
Stage 1 - 30 April 2018
Land and buildings
6,603
Property, plant and equipment
775
Inventory
553
Zespri shares
1,975
Prepayments
1
Employee benefits balance
( 264)
Deferred tax
( 393)
Goodwill
1,220
Total purchase consideration
10,470
Stage 2 - 30 June 2018
Orchards purchased
21,840
Total purchase consideration
21,840
Total business combination
32,310
The goodwill is allocated to the post harvest segment and the goodwill is attributable to the post harvest operation's strong position and
profitability in trading in the Northland market and synergies expected to arise after adding an additional packhouse to Seeka's operations. The
goodwill is not expected to be impaired in the foreseable future. None of the goodwill is expected to be deductible for tax purposes. Acquisition-
related costs of $0.41m are included in administrative expenses.
Seeka purchased the orchards with the intention to market the Northland land holding for sale with supply commitments for fruit packing to Seeka
as it focussed on refurbishing the post harvest facility. Refer to note 14 for details on orchards held for sale.
20182017
Note 19. Earnings and net tangible assets per share
Basic earnings per share
Profit attributable to equity holders of the Company ($000s)
7,418 5,833
Weighted average number of ordinary shares in issue (thousands)
19,901 18,452
Basic earnings per share
$0.37 $0.32
Diluted earnings per share
Profit attributable to equity holders of the Company ($000s)
7,418 5,833
Weighted average number of ordinary shares in issue plus employee share scheme (thousands)
20,391 18,888
Diluted earnings per share
$0.36 $0.31
Net tangible assets per share
Net tangible assets ($000s)
145,528 90,774
Total ordinary shares issued at the end of the period (thousands)
29,317 17,521
Net tangible asset per share
$4.96 $5.18
Accounting policies
Ordinary shares are classified as equity.
Where any Group company purchases the Company's equity share capital (treasury shares), the consideration paid, including any directly
attributable incremental costs (net of income taxes), is deducted from equity attributable to the Company's equity holders until the shares are
cancelled or reissued. Where such shares are subsequently reissued, any consideration received, net of any directly attributable incremental
transaction costs and the related income tax effects, is included in equity attributable to the Company's equity holders.
39SEEKA LIMITED | ANNUAL REPORT 2018
The calculation for both 2018 and 2017 earnings per share has been adjusted for the rights issue carried out in November 2018. As a result of the
capital raise, a bonus element is applied to the calculation of the weighted average number of ordinary shares and 2017 figures are required to be
restated to ensure the results are comparable.
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of
ordinary shares outstanding during the period, adjusted for bonus elements in ordinary shares issued during the period.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax
effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed
to have been issued for no consideration in relation to dilutive potential ordinary shares.
Net tangible asset per share
Net tangible asset per share is calculated by dividing the Group’s net assets less goodwill by the total shares on issue at the end of the period.
New Zealand dollars
2018
$000s
2017
$000s
Note 20. Retained earnings and reserves
Reserves
Cash flow hedge reserve
( 194) ( 94)
Investment in shares revaluation reserve
246 6,080
Water share revaluation reserve
2,374 976
Land and buildings revaluation reserve
16,442 14,350
Foreign currency translation reserve
( 172) ( 220)
Foreign currency revaluation reserve
( 108) 265
Share based payment reserve
159 99
Total reserves
18,747 21,456
The cash flow hedge reserve is used to record increases and decreases on the revaluation of derivative financial instruments.
The investment in shares reserve is used to record increases and decreases on the revaluation of Seeka's investment in shares.
The land and buildings revaluation reserve is used to record increments and decrements on the revaluation of land and buildings.
The foreign currency translation reserve is used to record foreign currency translation differences on the translation of the Group entities results
and financial position. The amounts are accumulated in other comprehensive income and recognised in profit and loss when the foreign operation
is partially disposed of or sold.
The foreign currency revaluation reserve is used to record unrealised gains and losses on the Group's assets and liabilities held in foreign
currencies.
Retained earnings
The following table details movements in retained earnings.
New Zealand dollars
2018
$000s
2017
$000s
Balance at 1 January
30,974 27,865
Net profit for the year
7,418 5,833
Dividends paid
( 4,273) ( 3,519)
Release of share-based payments
- 318
Foreign exchange movement
- 2
Realisation of investment in shares reserve
6,104 -
Realisation of land and buildings reserve
- 475
Balance at 31 December
40,223 30,974
Share based payment reserve
The Group operates an equity-settled, share-based compensation plan established in 2016.
The active scheme is managed by a trust established October 2014, and the directors of the trustee company (Seeka Employee Share Plan Trustee
Limited) are also directors of Seeka.
Under the employee share schemes shares are issued to an employee share trust, with certain employees eligible to subscribe to shares held by
the trust with this benefit recognised as a share-based payment expense and recorded as an expense over the vesting period. At the end of the
vesting period the employee has an option to settle any outstanding debt on the shares and have the shares transferred to them. Alternatively the
employee can elect not to have the shares transferred to them and any outstanding debt will be forgiven and the shares sold by the trustees.
40ANNUAL REPORT 2018 | SEEKA LIMITED
The following table details movement in the employee share entitlement reserve.
New Zealand dollars
2018
$000s
2017
$000s
Balance at 1 January
99 284
Movement in employee share entitlement reserve
60 ( 185)
Balance 31 December
159 99
At balance date, the number of shares in respect of which options have been granted to employees and remain outstanding under the scheme
was 490,516 (Dec 2017 - 435,800), representing 1.67% (Dec 2017 - 2.51%) of the shares of the Company on issue at that date.
Included in the number of shares are 75,800 shares that vested under the 2014 scheme that employees took the option to pay off over two years
on an interest bearing loan. Final payments are due May 2019.
The shares are issued fully paid in exchange for a loan to the share scheme trust.
The shares held by the employee share scheme carry the same voting rights as other issued ordinary shares. While monies are owed on the
shares they remain with the trustee.
The options element of the scheme is valued using a Black Scholes pricing model on the grant date, which is the date the shares are first issued to
the trust. Volatility is forecasted into the model as the Company has a small market capitalisation with minimal trading.
The following table details inputs to the Black Scholes pricing model, used to value the cost of the share scheme to the Group
Inputs into the model
20 May
2016
Shares issued
398,100
Grant date share price
$3.88
Exercise price
$3.88
Expected life (interest free loan period)
3 years
Maximum loan period
5 years
Time to vest
3 years
Employee exit rate pre-vesting (% per year)
8.00%
Expected volatility (% per year)
10.00%
Risk-free interest rate
3.14%
Dividend yield
6.83%
Value of option
$0.47
The following table details movements of options granted under the current active scheme.
Grant dateExpiry date
Fair value at
grant date
Exercise
price
1 January
shares
Issued
shares
Relinquished
shares
Exercised
shares
31 December
shares
20 May 201620 May 2019
$0.47$3.88354,90072,716-( 12,900)414,716
Weighted average exercise price
$3.88$4.25$3.95
Weighted average contractual life (years)
3.00 3.00
During the year 72,716 shares were issued under the rights issue for shares held in the employee share scheme.
41SEEKA LIMITED | ANNUAL REPORT 2018
Accounting policies
The fair value of the employee services received in exchange for
the grant of options is recognised as an expense in the statement
of financial performance with a corresponding increase in the share
based payment reserve. The fair value is determined by reference
to the fair value of the options granted, calculated using the Black
Scholes pricing model, excluding the impact of any non-market vesting
conditions (for example, profitability and sales growth targets).
When the shares vest, the amount of the reserve relating to those
shares is transferred to retained earnings.
Shares may be issued at the Board’s discretion at a price set by
the Board based on the Volume Weighted Average Price (VWAP)
calculation of the Company's shares during the period prior to issue.
The Employee Share Scheme (ESS) cannot be issued with further
shares if that issue would result in the ESS having an interest of more
than 5% of the Company’s issued capital.
Shares are issued fully paid in exchange for a loan to the share scheme
trust. Dividends paid on the shares are applied towards repaying the
debt between the ESS and the Group on behalf of the employee.
Proceeds received along with any employee contributions are credited
to share capital when payment for the shares is received.
ESS has a non-beneficial interest in all the shares allocated to
employees. Annually the Group reviews the scheme and decides upon
the allocation of further shares and the price at which those shares will
be issued to the ESS. Trustees of ESS are appointed for an unspecified
term and may be removed by the Company at any time.
Shares held by the ESS carry the same voting rights as other issued
ordinary shares.
Dividends paid
2018
$000s
2018
Per share
2017
$000s
2017
Per share
Note 21. Dividends
24 March 2017
- - 1,758 $0.10
22 September 2017
- - 1,761 $0.10
23 March 2018
2,118 $0.12 - -
21 September 2018
2,155 $0.12 - -
Total dividend paid
4,273 3,519
Dividends are imputed to the fullest extent allowable in the tax year. The total dividend paid includes the non-cash amounts for the dividend
reinvestment plan. Cash dividend payment was $3.64m (Dec 2017 - $3.19m).
On 21 February 2019, the directors declared a fully-imputed dividend of $0.12 per share. The dividend will be paid 22 March 2019 to those
shareholders on the register at 5pm on 15 March 2019. The dividend reinvestment plan will apply to the dividend.
Accounting policies
Provision is made for the amount of any dividend declared on or before the end of the period but not distributed at balance date.
42ANNUAL REPORT 2018 | SEEKA LIMITED
Investments
This section focuses on how the Group invests in businesses to support Seeka’s core kiwifruit operations, realise synergies along the
produce supply chain and grow Seeka’s product base and geographical reach. The Board manages business investments to strengthen
the benefits delivered to stakeholders and grow shareholder returns.
Disclosures are made on the Group’s holdings in associates and subsidiaries, along with details on the Group’s holding of listed and unlisted shares.
New Zealand dollars
2018
$000s
2017
$000s
Note 22. Investment in shares
Balance at the beginning of the year
7,428 2,287
Sale of investment
( 6,842) -
Purchase of investment
- 1,000
Revaluation recognised in equity
- 4,141
Balance at end of year
586 7,428
Listed equity securities designated at fair value through other comprehensive income
Zespri Group Limited
- 5,842
Total financial assets at fair value through other comprehensive income
- 5,842
Unlisted securities designated at fair value through profit and loss
Rising Sun Orchards Limited
- 1,000
Blackburn General Partner Limited
100 100
Ravensdown Fertiliser Co-operative Limited
238 238
Ballance Agri Nutrients Limited
225 225
Other share holdings
23 23
Total financial assets at fair value through profit or loss
586 1,586
Total investment in shares
586 7,428
The following table reconciles beginning balances to end balances for unlisted securities measured at fair value defined as level 3 in note 29.
New Zealand dollars
Unlisted
equity
securities
Level 3
$000s
Balance at 1 January 2018
1,586
Shares sold
( 1,000)
Balance at 31 December 2018
586
Zespri share sale
In September 2018 the group sold all their shares held in Zespri. The shares were valued at $5.842m at the time of sale, with a gain of $270k
being recognised in other comprehensive income during the year. When the Group adopted NZ IFRS 9 at 1 January 2018, the investment in Zespri
shares was designated as fair value through other comprehensive income.
Shares in Rising Sun Orchards Limited
In October 2017 the Group purchased a 16.67% share in Rising Sun Orchards Limited; a company that purchased and operates a 28 canopy
hectare avocado orchard in Houhora, Northland, New Zealand. These shares were sold December 2018 and a gain of $300k was recognised
during the year (see note 3).
Accounting policies
The fair values of the listed securities are based on the securities' closing share price at balance date. Where pricing information is available,
unlisted securities are revalued at balance date. All other unlisted securities are currently held at cost less impairment as it reasonably represents
current fair value. The carrying amount of all unlisted securities have been reviewed at balance date and any impairment is recognised through the
statement of comprehensive income to the extent of any related reserve available and then through the statement of financial performance.
43SEEKA LIMITED | ANNUAL REPORT 2018
Name of entity
Country of
incorporation
Class of
shares
Equity holding
31 December
2018
Equity holding
31 December
2017
Note 23. Principal subsidiaries
The consolidated financial statements incorporate the assets,
liabilities and results of the following subsidiaries.
Trading subsidiaries
Avofresh LimitedNew ZealandOrdinary
100%100%
Delicious Nutritious Food Company LimitedNew ZealandOrdinary
100%100%
Integrated Fruit Supply & Logistics LimitedNew ZealandOrdinary
100%100%
Kiwi Coast Growers (Te Puke) LimitedNew ZealandOrdinary
100%100%
Little Haven Holdings Pty LimitedAustraliaOrdinary
100%100%
Seeka Australia (Pty) LimitedAustraliaOrdinary
100%100%
Seeka Te Puke LimitedNew ZealandOrdinary
100%100%
Not-trading subsidiaries
Eleos LimitedNew ZealandOrdinary
100%100%
Enviro Gro LimitedNew ZealandOrdinary
100%100%
Glassfields (NZ) LimitedNew ZealandOrdinary
100%100%
Guaranteed Sweet New Zealand LimitedNew ZealandOrdinary
100%100%
Kiwifruit Vine Protection Company LimitedNew ZealandOrdinary
100%100%
Northland Horticulture GP LimitedNew ZealandOrdinary
100%-
Nutritious Delicious Food Company LimitedNew ZealandOrdinary
100%100%
Seeka Dairy Ventures LimitedNew ZealandOrdinary
100%100%
Seeka Fresh LimitedNew ZealandOrdinary
100%100%
Seeka Pollen Australia (Pty) LimitedAustraliaOrdinary
100%100%
Name of entity
Country of
incorporation
Business
activity
Equity holding
31 December
2018
Equity holding
31 December
2017
Note 24. Investment in associates
The following table details the Group's principal associates.
Kiwifruit Supply Research LimitedNew ZealandNot trading
20%20%
Tauranga Kiwifruit Logistics LimitedNew ZealandPort service
20%20%
Accounting policies
Associates are entities over which the Group has significant influence, but not control, typically by holding between 20% to 50% of the voting
rights in the entity.
Investments in associates are accounted for using the equity method after initially being recognised at cost.
The Group's share of associates' profits or losses are recognised in the statement of financial performance and the carrying amount of the
investment in the statement of financial position.
Dividends received from associates are applied to reduce the carrying amount of the investment in the statement of financial position.
44ANNUAL REPORT 2018 | SEEKA LIMITED
Other notes
This section contains all other note disclosures about the Group.
Note 25. Contingencies
There are no contingent liabilities as at 31 December 2018 (Dec 2017 - nil).
Note 26. Commitments
a. Capital commitments
The Group has entered into capital expenditure contracts totalling $30.2m which are still in progress at year end. As at 31 December the Group is
committed to incur further capital expenditure of $16.24m (Dec 2017 - $6.7m).
New Zealand dollars
Project total
$000s
Spend to
31 Dec 2018
$000s
Commitment
$000s
Oakside grader and coolstore development
18,560( 4,960) 13,600
Kerikeri grader, packhouse and coolstore develoment
11,220 ( 8,660) 2,560
VLS
420( 340)80
30,200 ( 13,960) 16,240
The Group is also committed to the purchase of $9.8m for Northland orchards which have not settled, see note 18.
b. Lease commitments
Operating leases
Under operating leases the Group has the following commitments.
1. Orchard leases - land and bearer plants
At balance date, 122 orchards (Dec 2017 - 102) are leased by the Group with terms ranging from one to three years. Orchard leases are non-
cancellable with lease payments typically determined by total orchard gate returns.
Some orchards also have a fixed lease element to their lease payment.
The following table details minimum, non-cancellable operating lease commitments for land and bearer plants on leased orchards.
New Zealand dollars
2018
$000s
2017
$000s
Within one year
90 89
Later than one year but not later than five years
110 90
200 179
In addition to the above fixed lease commitments the Group is committed to pay variable lease payments on orchard leases which are contingent
on the number of trays harvested, and revenue earned less costs incurred in each year of the lease.
2. Orchard land leases - land only
The Group leases 72 hectares (Dec 2017 - 84 hectares) of bare land on which it has developed kiwifruit and avocado orchards. Leases are for
periods up to 20 years at the end of which the land, structures and vines revert back to the lessor.
The following table details minimum, non-cancellable operating lease commitments for leased land orchards.
New Zealand dollars
2018
$000s
2017
$000s
Within one year
486 181
Later than one year but not later than five years
1,527 504
Later than five years
1,783 557
3,796 1,242
3. Land and buildings
The Group leases land and buildings for a number of its post harvest facilities. Lease terms are typically from three to six years, but can be up to 99 year terms.
The following table details minimum, non-cancellable operating lease commitments for land and buildings used in post harvest operations.
New Zealand dollars
2018
$000s
2017
$000s
Within one year
4,414 3,518
Later than one year but not later than five years
12,151 10,714
Later than five years
63,040 69,059
79,605 83,291
45SEEKA LIMITED | ANNUAL REPORT 2018
4. Equipment and vehicles
The Group leases office equipment and vehicles on terms up to three years.
The following table details minimum, non-cancellable operating lease commitments for equipment and vehicles.
New Zealand dollars
2018
$000s
2017
$000s
Within one year
1,476 1,348
Later than one year but not later than five years
1,126 1,111
2,602 2,459
Note 27. Related party transactions
Directors
Directors during the period were: F Hutchings, A Waugh, A Diaz, J Burke, M Brick, P R Cross, C Tarrant.
Key management and compensation
Key management personnel are all Company directors or executives with the greatest authority for the Group’s strategic direction and
management.
The following table details key management personnel compensation.
New Zealand dollars
2018
$000s
2017
$000s
Director fees
450 400
Executive salaries
2,620 2,475
Short term benefits
479 495
Total
3,549 3,370
Transactions
Excluding transactions outlined and disclosed above, the following transactions were entered with related parties for post harvest and orchard
management services.
New Zealand dollars
2018
$000s
2017
$000s
Sales of services
Directors, management and other personnel
1,029 1,330
Purchase of services
Directors, management and other personnel
333 200
Outstanding balances
The following table details outstanding balances at balance date.
New Zealand dollars
2018
$000s
2017
$000s
Current receivables (operating)
Directors, management and other personnel
174 119
Current payables (operating)
Directors, management and other personnel
- 4
Seeka Growers Limited
The Group undertakes transactions with Seeka Growers Limited (SGL), a related party which administers all kiwifruit revenues received for the
New Zealand business on behalf of supplying growers.
In the current period the Group received $109.52m (Dec 2017 - $88.77m) for the provision of services to SGL.
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
Outstanding balances are unsecured and repayable in cash.
46ANNUAL REPORT 2018 | SEEKA LIMITED
Note 28. Risk management
The Group’s activities expose it to a variety of risks specific to
producing and selling horticultural crops, along with corporate
financial risks related to credit, liquidity and capital risk. The Group
operates a comprehensive risk assessment and mitigation programme
via its audit and risk committee.
The Group's policy is to ensure that the Group creates value
and maximises returns to its shareholders and benefits for other
stakeholders, as well as ensuring that adequate financial resources are
available for the development of the Group’s business whilst managing
its financial risks.
a. Risk management strategies related to orchard and
retail operations
Horticultural operations expose the Group to risks to production and
market returns. The main production risks are climatic events, diseases
and pests. These impact on volumes produced from the Group's
orchards, volumes to post harvest (both from Group operations and
independent growers) and volumes available for retail.
Market risks of pricing and exchange rates impact on orchard
operations (the amount the Group is paid for growing crops) and
impact on retail revenues where the Group imports and sells fruit
produce, mainly bananas. The exchange rate risk on imports is
managed through the use of foreign exchange contracts to match
known and planned purchases. Market risks do not directly impact on
post harvest operations, as charges are normally set prior to harvest
and deducted before sales revenues are paid to supplying growers.
The Group operates in four regions spread over two countries; New
Zealand's Northland, Coromandel and the Bay of Plenty, and in
Australia's Mundoona region of Victoria. Main produce lines are
kiwifruit, nashi pears, European pears and avocados, with small
production of other temperate-climate fruits. Group retail activities
are in New Zealand (including imported tropical produce), Australia
and Asia. The Group's geographical, product and market spread limits
the impact on Group operations from an adverse event occurring in a
specific region, produce or market. To further mitigate risks, the Board
uses the following strategies.
Production risks - climatic events, disease and pests
The Group follows industry best practice to mitigate production risks.
This includes orchard management practices to optimise production
from Group orchards, and extensive planning to ensure post harvest
and retail services are suitably resourced to manage each season's
crop volumes.
In New Zealand, the major climatic risks are hail, frost and storm
damage.
–Hail events are typically highly localised, and for kiwifruit the Group
has access to industry hail insurance for its orchard operations,
plus top-up payments from a Seeka Growers Limited hail insurance
programme.
–Frost events are typically regional, and the Group advocates
best-practice crop protection, including active frost management
on kiwifruit orchards operated by the Group and other growers
supplying the Group's post harvest operations.
–Storm events are typically regional, and the Group advocates
best-practice crop protection, including shelter belts on all orchards
operated by the Group and other growers supplying the Group's
post harvest operations.
In Australia, the major climatic risks are drought, hail and fire. As the
owner and operator of all orchards supplying its Australian operations,
the Group actively manages climatic risks of its total production base.
The orchards are located on three sites in the Mundoona region.
–Drought events are typically regional, and to secure adequate
irrigation, the Group has purchased extensive, long-term water
shares from a reliable irrigation programme.
–Hail events are typically localised, and the Group currently has hail
cloth protecting one orchard.
–Fire risk is typically from serious grass wild-fire occuring during
periods of extreme weather, with the Country Fire Authority
responsible for risk assessment and management of fire events.
The Group takes all practical steps to internally manage fire risk
including removing excess vegetation from Group properties.
All horticultural undertakings are susceptible to disease and pest
incursions. The kiwifruit vine disease Pseudomonas syringae pv.
actinidiae (Psa) is widespread throughout New Zealand, and is
being actively managed. In 2018 Psa was detected on 4.5 hecares of
the Group's orchards in Australia. Seeka has moved to contain the
outbreak and works to proactively monitor the orchards. The brown
marmorated stink bug is also a potential threat to the horticulture
industry. To minimise the risk of crop loss the Group monitors its
orchards and undertakes recognised spray programmes to protect
crops to the fullest extent possible. Seeka also relies on the Ministry
for Primary Industries to protect New Zealand's borders from
introduced diseases.
Market returns
New Zealand kiwifruit
The Group has no direct market risk from the sale of kiwifruit
harvested from lease operations, as all export marketing activities
beyond Australia are undertaken by Zespri Group Limited (Zespri)
under statutory regulations. The Group, however, is impacted by the
level of Zespri's market returns which impact on the Group's orchard
profitability. The Group monitors Zespri returns and uses modelling
techniques to analyse current and projected orchard income. This
information is used when setting Group budgets and orchard lease
terms.
New Zealand avocados and kiwiberries
The Group has a direct market risk from the sale of avocados and
kiwiberries, with half of kiwiberry sales and all avocado sales managed
by the Group's retail operations. The Group forecasts seasonal supply,
monitors market conditions, develops a sales programme around
the needs of key retailers and controls product quality and supply to
optimise market access and returns. This information is used when
setting Group budgets and orchard lease terms.
The Group has no direct currency risk from export sales as it does not
own the products but acts as the growers’ agent.
Imported tropical produce
The Group has a direct market, price and currency risk from imported
fruit produce (banana, pineapple and papaya) where the Group
imports fruit produce for sale as the principal through its supply
and sale contracts. The Group may hedge up to the total known and
projected cash flows to manage exchange risk. The Group has no
material direct price and currency risk from imported fruit produce
where the supply agreement enables the Group to amend its purchase
price according to trading conditions.
Australian produce
The Group has a direct market and price risk from the sale of all
Australian product which is managed by the Group's Australian
operations. As the largest single grower and supplier of Australian
kiwifruit and nashi pears, the Group has developed strong
relationships with key retailers. The Group forecasts seasonal supply,
monitors market conditions, develops a sales programme around
the needs of key retailers and controls product quality and supply to
optimise market access and returns.
Seeka Australia is the Group’s single major international operation,
exposing the Group to the Australian dollar. Foreign exchange risk
includes future commercial transactions, assets, liabilities and net
investments. Currency exposure from net assets is managed through
borrowings in Australian dollars.
b. Credit risk
Credit risk arises from cash and cash equivalents and deposits
with banks and financial institutions, as well as credit exposures to
customers, including outstanding receivables, derivative financial
instruments and committed transactions.
The maximum credit risk is the financial loss to the Group if
counterparties fail to discharge a contractual obligation.
47SEEKA LIMITED | ANNUAL REPORT 2018
The Group's maximum exposure is the carrying amount of the
respective recognised financial assets as stated in the consolidated
statement of financial position.
For banks and financial institutions, only registered banks or their
subsidiaries are accepted. The Group does not generally require any
collateral or security to support financial instruments due to the
quality of the financial institutions.
For customers, including outstanding receivables, the Group deals
predominantly with growers for which it receives payment for post
harvest services directly from Seeka Growers Limited. Credit risk is
therefore not considered significant.
Trade receivables
The Group applies the NZ IFRS 9 simplified approach to measuring
expected credit losses which uses a lifetime expected loss allowance
for all trade receivables.
To measure the expected credit losses, trade receivables have been
grouped based on days past due. The expected loss rates are based
on the payment profiles of sales over a 12 month period before 31
December 2018 and the corresponding historical credit losses during
this period, adjusted for any significant known amounts that are not
receivable.
On that basis, the following table details the loss allowance at 31 December 2018.
More than
30 days
past due
More than
60 days
past due
More than
120 days
past dueTotal
Expected loss rate
0.3%1.0%1.1%
Gross carrying amount - trade receivables ( $000s)
19 209 2,689 2,917
Loss allowance ( $000s)
- 2 29 31
New Zealand dollars
2018
$000s
As at 31 December 2017
601
Movement in the current year
( 95)
At 31 December 2018
506
Calculation for loss allowance
Loss allowance per NZ IFRS 9
31
Debtor adjustment brought forward
475
At 31 December 2018
506
c. Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities.
The Group’s policy is to regularly monitor its expected cash flows, liquidity requirements and its compliance with lending covenants, to ensure
that it maintains sufficient reserves of cash and adequate committed lines of funding from major financial institutions to meet its liquidity
requirements in the short and longer term. Cash flow forecasting allows for the seasonal nature of Group operations.
When cash flow exceeds working capital management, funds are invested in interest bearing current accounts.
At balance date, the Group had $142.1m (Dec 2017 - $116.2m) of available credit of which $75.6m (Dec 2017 - $85.5m) was drawn. All credit
lines are currently provided by one finance provider.
The following table details the remaining contractual maturities at balance date of the Group’s financial liabilities.
New Zealand dollars
Less than
1 year
$000s
Between
1 and 2
years
$000s
Between
2 and 5
years
$000s
Over
5 years
$000s
Group as at 31 December 2018
Trade and other payables
19,152 - - -
Derivative liability
- 267 - -
Current interest bearing liabilities
21,039 - - -
Non current interest bearing liabilities
- 12,000 47,361 -
Total
40,191 12,267 47,361 -
Group as at 31 December 2017
Trade and other payables
20,281 - - -
Derivative liability
128 - - -
Current interest bearing liabilities
10,827 - - -
Non current interest bearing liabilities
- 74,683 - -
Total
31,236 74,683 - -
48ANNUAL REPORT 2018 | SEEKA LIMITED
d. Capital risk
Capital risk management focuses on ensuring the Group continues to operate as a going concern and maintains an optimal capital structure to
support its business, maximise shareholder value, and the benefits delivered to other stakeholders.
The Group may maintain or adjust its capital structure by adjusting dividends, returning capital to shareholders, issuing new shares or selling assets.
The Group monitors capital on the basis of shareholder equity ratio, as calculated by total shareholder funds divided by total assets.
The following table details the Group’s shareholder equity ratio at balance date.
New Zealand dollars
2018
$000s
2017
$000s
Total shareholder funds
153,376 98,625
Total assets
269,806 222,023
Shareholder equity ratio
56.85%44.42%
The Group is subject to, and monitors, financial covenants imposed by
its lenders, including maintenance of equity ratios and earnings times
interest cover. At no stage during the year did the Group breach any of
its lending covenants. Refer to note 16.
e. Price risk - equity securities
The Group has minor exposure to equity securities price risk through
incidental investments classified on the statement of financial position
either as investment in shares and water shares within intangible
assets at fair value. The majority of these investments are in industry-
related entities, only some of which are publicly traded.
A 10% increase or decrease in equity investments with all other variables
held constant, has minimal impact on the Group's profit and equity
reserves.
The Board periodically reviews the performance and strategic benefits
of these investments. No other formal risk management procedures
are deemed necessary.
The change in the fair value of an investment is recorded through other
comprehensive income or the statement of financial performance
whenever a previous revaluation reserve balance was available. When
no such reserve existed, any related loss is processed directly in the
statement of financial performance, otherwise available reserves are
utilised to offset the loss.
f. Cash flow interest rate risk
The Group's cash flow interest rate risk arises primarily from short and
long-term variable rate borrowings from financial institutions. The Board
continuously reviews term borrowings and uses interest rate swaps
to hold a portion of borrowings at fixed rates; these are designated as
effective hedging instruments and hedge accounting is applied.
The following table details interest rate and price sensitivity of
the Group’s financial assets and liabilities and their impact on the
statement of financial performance or equity. Cash and advance
balances do not attract interest and are not subject to pricing risk,
and are therefore excluded from this analysis.
Interest rate riskPrice risk
Carrying
amount
$000s
-1 %+ 2%- 10%+ 10%
New Zealand dollars
Profit
$000s
Equity
$000s
Profit
$000s
Equity
$000s
Profit
$000s
Equity
$000s
Profit
$000s
Equity
$000s
At 31 December 2018
Financial assets
Trade and other receivables
20,824 - - - - ( 2,082) ( 2,082) 2,082 2,082
Investment in shares
586 - - - - ( 11) ( 48) - 59
Water shares
7,858 - - - - - ( 786) - 786
Financial liabilities
Derivative liabilities
267 - ( 945) - 1,586 - - - -
Trade and other payables
19,152 - - - - - - - -
Term liabilities
59,361 427 427 ( 855) ( 855) - - - -
Interest bearing liabilities
21,039 151 151 ( 303) ( 303) - - - -
Total increase / (decrease)
578 ( 367) ( 1,158) 428 ( 2,093) ( 2,916) 2,082 2,927
At 31 December 2017
Financial assets
Trade and other receivables
17,530 - - - - ( 1,753) ( 1,753) 1,753 1,753
Investment in shares
7,428 - - - - ( 11) ( 732) - 743
Water shares
6,150 - - - - - ( 615) - 615
Financial liabilities
Derivative liabilities
128 - ( 430) - 789 - - - -
Trade and other payables
20,278 - - - - - - - -
Term liabilities
74,683 538 538 ( 1,075) ( 1,075) - - - -
Interest bearing liabilities
80,401 579 579 ( 1,158) ( 1,158) - - - -
Total increase / (decrease)
1,117 687 ( 2,233) ( 1,444) ( 1,764) ( 3,100) 1,753 3,111
49SEEKA LIMITED | ANNUAL REPORT 2018
The following tables outline the expected undiscounted cash flows relating to the Group's outstanding term and current debt at balance date.
New Zealand dollars
Between
0 and 3
months
Between
3 and 6
months
Between
6 and 12
months
Between
1 and 2
years
Between
2 and 5
years
At 31 December 2018
Expected undiscounted cash flows based on
current market interest rates ($000s)
818 803 1,450 2,369 1,719
Floating rate
3.50%
Average term rate
4.07%
At 31 December 2017
Expected undiscounted cash flows based on
current market interest rates ($000s)
916 970 1,790 603 -
Floating rate
3.40%
Average term rate
4.23%
Note 29. Determination of fair values of financial assets and liabilities
The following table analyses assets and liabilities carried at fair value.
The different levels are defined as:
–Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.
Instruments in level 1 are comprised of water shares and irrigation water rights.
–Level 2: inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly.
–Level 3: unobservable inputs for the asset or liability that have to be developed to reflect the assumptions that a market participant would use
when determining an appropriate price.
New Zealand dollars
Level 1
$000s
Level 2
$000s
Level 3
$000s
Total
$000s
Biological assets - crop at cost
- - 17,745 17,745
Biological assets - crop at fair value
- - 179 179
Water shares
7,858 - - 7,858
Irrigation water rights
586 - - 586
Land
- - 20,287 20,287
Buildings
- - 89,786 89,786
Unlisted equity securities
- - 586 586
Derivatives used for hedging (liability)
- 267 - 267
The reconciliations for level 3 fair value requirements are shown.
–Land and buildings (note 9)
–Biological assets - crop (note 11)
–Unlisted equity securities (note 22)
50ANNUAL REPORT 2018 | SEEKA LIMITED
The following table shows the valuation techniques used in the determination of fair values within level 3 of the hierarchy, as well as the key
unobservable inputs used in the valuation models.
TypeFair valueMethod
Key unobservable
inputs
How unobservables
impact estimated fair
value
Biological assets -
crop at cost
Includes New Zealand
kiwifruit and Australian
kiwifruit, nashi, Packham
and Corella pears.
$ 17.75 mCost is used as a proxy for fair
value, as the crop has yet to achieve
sufficient biological transformation.
Cost is tested for impairment at
balance date using the Group's
budgets on an orchard-by-orchard
basis.
Cost.Reduces if cost is
impaired at balance date.
Biological assets -
crop at fair value
Includes New Zealand
avocados and Australian
plums and speciality pears.
$ 0.18 mEstimated market value less selling
costs and costs to market (have
achieved sufficient biological
transformation).
Forecast yields.
Market sales price.
Costs to harvest.
Increases with yields.
Increases with price.
Decreases with higher
costs.
Land and buildings$ 110.07 mAn annual revaluation is used
to estimate fair value, which is
performed on approximately
one third of land and buildings
on a rolling 3-year cycle by an
independent valuer using four
different approaches; replacement
cost approach, sales approach,
investment approach and
discounted cash flow approach. See
accounting policies below and note
9 for further details.
Comparative market
rents and applicable
discount rate.
Comparative market
sales.
Current level of building
costs.
Increases with market
rental, and lower
discount rates.
Increases with market
sales.
Increases with building
costs.
Unlisted equity securities$ 0.59 mBased on latest information from
securities management. Tested for
impairment with carrying amount
assesed at balance date.
Securities management
information on share
price.
Increases with share
price information.
Reduces if cost is
impaired at balance date.
Accounting policies
Financial assets, liabilities and instruments
The fair value of financial assets and financial liabilities must be
estimated for recognition and measurement or for disclosure
purposes. Fair value measurements are categorised into a three-level
hierarchy, based on the types of inputs to the valuation techniques
used.
The fair value of financial instruments traded in active markets (such
as publicly traded derivatives, and trading and investment in shares)
is based on quoted market prices at balance date (level 1 inputs). The
quoted market price used for financial assets held by the Group is the
current bid price; the appropriate quoted market price for financial
liabilities is the current ask price.
The fair value of financial instruments that are not traded in an active
market (for example, over-the-counter derivatives) is determined using
valuation techniques (level 2 inputs). The Group uses the appropriate
method and makes assumptions that are based on market conditions
at each balance date. Quoted market prices or dealer quotes for similar
instruments are used for long-term debt instruments held.
The fair value of interest rate swaps are calculated as the present
value of the estimated future cash flows. Other techniques, such as
estimated discounted cash flows, are used to determine fair value for
the remaining financial instruments.
Trade receivable and payables
The carrying value less estimated credit adjustments of trade
receivables and payables are assumed to approximate their fair values
due to their short term nature. The fair value of financial assets and
liabilities with unobservable (level 3 inputs) reflect the assumptions
that market participants would use when determining an appropriate
price; additional disclosure is provided for the inputs and assumptions
used in such cases.
Land and buildings
Fair value is based on an annual revaluation, which is performed
on land and buildings based on a rolling three-year cycle by an
independent valuer, with approximately one third of land and buildings
assets valued each year using four different approaches as described
in note 9.
51SEEKA LIMITED | ANNUAL REPORT 2018
New Zealand dollars
2018
$000s
2017
$000s
Note 30. Derivative financial instruments
Liabilities
Interest rate swap contracts and forward exchange contracts - cash flow hedge
267 128
Group bank loans currently bear an average variable interest rate of 4.1% (Dec 2017 – 3.7%), with the Group using interest rate swaps to protect
the term portion of the loans.
Swaps cover 81% (Dec 2017 - 58%) of the term liabilities at balance date and are classified as held for trading or as cash flow hedges.
Cash flow hedges
The following table details the interest rate swaps.
Term loan
Amount
$000sVariable rateLoan maturity
Hedge fixed rate
excluding bank marginHedge expiry
AUD $17m
17,857 4.19%
30 September 2021
2.16%
31 December 2020
NZD $12m
12,000 4.07%
30 April 2020
2.43%
31 December 2022
NZD $19m
10,000 3.96%
30 September 2021
2.79%
31 December 2019
NZD $19m
9,000 3.96%
30 September 2021
2.34%
31 December 2021
Total (NZD)
48,857
All interest rate swaps are on a hedge ratio of 1:1 basis with the associated term loan value.
The following table details the forward exchange contracts.
Term loan
Amount
$000sSpot rateHedge fixed rateLast hedge expiry
Euro hedges (multiple)
1,541 0.5865 0.6200
18 April 2019
Accounting policies
Derivative financial instruments and hedging
Derivatives are initially recognised at fair value at the date a derivative
contract is entered into and are subsequently re-measured to their
fair value at each balance date. The resulting gain or loss is recognised
as a financing cost in profit or loss immediately unless the derivative
is designated and effective as a hedge instrument, in which event the
timing of the recognition in profit or loss depends on the nature of the
hedge relationship. Derivatives are classified as current or non-current
based on the effective date.
Hedge accounting
The Group designates certain derivatives as cash flow hedges. At
the inception of the hedge relationship the Group documents the
relationship between the hedging instrument and hedged item, along
with its risk management objectives and its strategy for undertaking
various hedge transactions. Furthermore, at the inception of the hedge
and on an ongoing basis, the Group documents whether the hedging
instrument that is used in a hedging relationship is highly effective in
offsetting changes in cash flows of the hedged item.
Cash flow hedge
Hedge accounting is discontinued when the Group revokes the hedge
relationship, the hedging instrument expires or is sold, terminated,
exercised or no longer qualifies for hedge accounting. When a hedging
instrument expires, is sold, or no longer meets the criteria for hedge
accounting, any cumulative gain or loss existing in equity at that time
remains in other comprehensive income and is recognised when
the forecast transaction is ultimately recognised in the statement
of financial performance. When a forecast transaction is no longer
expected to occur, the cumulative gain or loss that was reported
in other comprehensive income is immediately transferred to the
statement of financial performance within other gains / (losses).
Derivatives and financial instruments
The Board uses their judgement in selecting an appropriate valuation
technique for financial instruments not quoted in an active market.
Valuation techniques commonly used by market practitioners are
applied. For derivative financial instruments, assumptions are based
on quoted market rates and reliance placed on quotes provided by
Westpac.
The fair values of the interest rate swaps and forward exchange
contracts are determined by Westpac and reviewed by the Board.
The gains and losses recognised in other comprehensive income
appear in the statement of financial performance.
Hedge ineffectiveness
Hedge effectiveness is determined at the inception of the hedge
relationship and through annual prespective effectiveness
assessments to ensure that an economic relationship exists between
the hedged item and hedging instrument.
The group enters into interest rate swaps that have similar critical terms
as the hedged item, such as reference rate, reset dates, payment dates,
maturities and notional amount. The group does not hedge 100% of
its loans, therefore the hedged item is identified as a proportion of the
outstanding loans up to the notional amount of the swaps.
Hedge ineffectiveness may occur due to:
–the credit value/debit value adjustment on the interest rate swaps
which is not matched by the loan, and
–differences in critical terms between the interest rate swaps and loans.
There was no material ineffectiveness during 2018 or 2017 in relation
to the interest rate swaps.
52ANNUAL REPORT 2018 | SEEKA LIMITED
Note 31. Financial instruments summary
The following tables summarise the categories of the Group's financial assets and liabilities.
New Zealand dollars
Loans and
receivables
$000s
Assets at
fair value
through other
comprehensive
income
$000s
Assets at
fair value
through
profit or loss
$000s
Total
$000s
Financial assets as at 31 December 2018
Cash and cash equivalents
1,340 - - 1,340
Trade and other receivables excluding prepayments
17,250 - - 17,250
Non current trade and other receivables excluding prepayments
1,059 - - 1,059
Investment in shares
- - 586 586
Total financial assets
19,649 - 586 20,235
New Zealand dollars
Liabilities
at fair value
through
profit or loss
$000s
Other
financial
liabilities
$000s
Total
$000s
Financial liabilities as at 31 December 2018
Trade and other payables
- 19,152 19,152
Current interest bearing liabilities
- 21,039 21,039
Derivative financial instruments
267 - 267
Non current interest bearing liabilities
- 59,361 59,361
Total financial liabilities
267 99,552 99,819
New Zealand dollars
Loans and
receivables
$000s
Assets at
fair value
through
reserves
$000s
Available
for sale
$000s
Total
$000s
Financial assets as at 31 December 2017
Cash and cash equivalents
2,389 - - 2,389
Trade and other receivables excluding prepayments
16,467 - - 16,467
Non current trade and other receivables
1,066 - - 1,066
Investment in shares
- - 7,428 7,428
Total financial assets
19,922 - 7,428 27,350
New Zealand dollars
Liabilities
at fair value
through
reserves
$000s
Other
financial
liabilities
$000s
Total
$000s
Financial liabilities as at 31 December 2017
Trade and other payables
- 20,281 20,281
Current interest bearing liabilities
- 10,827 10,827
Derivative financial instruments
128 - 128
Non current interest bearing liabilities
- 74,683 74,683
Total financial liabilities
128 105,791 105,919
53SEEKA LIMITED | ANNUAL REPORT 2018
Accounting policies
The Group classifies its investment in the following categories in
accordance with NZ IFRS 9: assets at amortised cost, fair value
through other comprehensive income (FVOCI) and fair value through
profit and loss (FVTPL). The classification of financial assets under NZ
IFRS 9 is generally based on the business model in which the financial
assets is managed and its contractual cash flows characteristics.
On initial recognition, a financial asset is classified as measured at
amortised cost, FVOCI and FVTPL.
Financial assets are not reclassified subsequent to their initial
recognition unless the Group changes its business model for managing
financial assets in which case all affected financial assets are
reclassified on the first day of the first reporting period following the
change in the business model.
A financial asset is measured at amortised cost if it meets both of the
following conditions and is not designated at FVTPL:
–it is held with the objective is to hold the assets to collect
contractual cashflows; and
–its contractual terms give rise on specified dates to cash flows that
are solely for the payments of principal and interest on the principal
amount being outstanding.
On initial recognition of an equity investment that is not held for
trading, the Group may irrevocable elect to present subsequent
changes in the investment’s fair value in other comprehensive income.
The election is made on an investment by investment basis.
All financial assets not classified as measured at amortised cost or
FVOCI as described above are measured at FVTPL.
54ANNUAL REPORT 2018 | SEEKA LIMITED
PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz
Independent auditor’s report
To the shareholders of Seeka Limited
We have audited the consolidated financial statements which comprise:
the statement of financial position as at 31 December 2018;
the statement of financial performance for the year then ended;
the statement of comprehensive income for the year then ended;
the statement of changes in equity for the year then ended;
the statement of cash flows for the year then ended; and
the notes to the financial statements, which include significant accounting policies.
Our opinion
In our opinion, the accompanying consolidated financial statements of Seeka Limited (the Company),
including its subsidiaries (the Group), present fairly, in all material respects, the financial position of
the Group as at 31 December 2018, its financial performance and its cash flows for the year then ended
in accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ
IFRS) and International Financial Reporting Standards (IFRS).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the audit of the consolidated financial
statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised)
Code of Ethics for Assurance Practitioners (PES 1) issued by the New Zealand Auditing and Assurance
Standards Board and the International Ethics Standards Board for Accountants’ Code of Ethics for
Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
Our firm carries out other services for the Group in the areas of taxation compliance and consulting
services, tax pooling services, executive remuneration benchmarking advisory services and other
advisory services
. The provision of these other services has not impaired our independence as auditor
of the Group.
55SEEKA LIMITED | ANNUAL REPORT 2018
PwC
61
Our audit approach
Overview
An audit is designed to obtain reasonable assurance
whether the financial statements are free from material
misstatement.
Overall Group materiality: $2,090,000, which represents
approximately 1% of revenue.
We selected 1% of revenue as the benchmark for our
materiality as we consider this is an appropriate measure
of performance of the Group. The Group operates in a
high volume low margin industry where net profit is not
representative of the scale of the Group.
We have determined that there are three key audit
matters:
Valuation of Biological Assets - crop
Valuation of Land and Buildings
Impairment testing of Seeka Australia’s goodwill
Materiality
The scope of our audit was influenced by our application of materiality.
Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall Group materiality for the consolidated financial statements as a whole as set out
above. These, together with qualitative considerations, helped us to determine the scope of our audit,
the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both
individually and in aggregate on the consolidated financial statements as a whole.
Audit scope
We designed our audit by assessing the risks of material misstatement in the consolidated financial
statements and our application of materiality. As in all of our audits, we also addressed the risk of
management override of internal controls including among other matters, consideration of whether
there was evidence of bias that represented a risk of material misstatement due to fraud.
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an
opinion on the consolidated financial statements as a whole, taking into account the structure of the
Group, the accounting processes and controls, and the industry in which the Group operates.
We audited both the New Zealand and Australian operations of the Group at a materiality level
calculated by reference to a proportion of Group materiality appropriate to the relative scale of the
business concerned or based on materiality calculated for statutory reporting purposes where the
statutory materiality was lower than that allocated in the Group calculation.
56ANNUAL REPORT 2018 | SEEKA LIMITED
PwC
6
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the consolidated financial statements of the current year. These matters were addressed in
the context of our audit of the consolidated financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter How our audit addressed the key audit matter
Valuation of Biological Assets – crop
The total value of biological assets at
balance date was $17.9 million. Biological
assets are disclosed in note 11 of the
financial statements and comprise the
crops on the vines and trees in the Group’s
leased and owned orchards.
Biological assets are recorded at fair value.
The method to determine fair value
depends on the degree of biological
transformation (the maturity of the fruit)
at balance date. As at 31 December 2018, a
total of $17.7 million (99%) of biological
assets used cost as a proxy for fair value
because of insufficient biological
transformation.
In determining the fair value of the
biological assets, management exercises
judgement utilising industry knowledge
and internal experts in determining the
level of biological transformation at
balance date. When insufficient biological
transformation has occurred, the fair
value is the costs incurred at balance date
to grow the crops (provided the costs are
considered recoverable).
For those biological assets where cost has
been used as a proxy for fair value,
management assessed the recoverability of
capitalised costs by comparing the
carrying amount to budgeted costs at year
end and ensuring that actual costs
incurred plus costs to be incurred in order
to get the crop to market did not exceed
budgeted revenues from the sale of the
crops less selling costs. Management uses
historical results and anticipated crop
levels as a basis for budgeted revenues. An
impairment is recognised when the actual
costs incurred plus costs to be incurred in
order to get the crop to market exceed
budgeted revenues less selling costs.
Our audit focused on the biological assets valued at
cost, being the most significant component of the
balance. We have evaluated judgements applied by
management to determine the crop value including the
degree of biological transformation, the attribution of
costs capitalised to the following year’s crop and the
recoverability of capitalised costs.
Our audit procedures included:
Gaining an understanding of the crop life cycle and
growth periods with reference to relevant
independent horticultural industry information to
determine the appropriateness of management’s
assessment of biological transformation.
Testing a sample of expenses that were capitalised
to determine whether capitalisation was valid and
directly related to the unharvested crop at 31
December 2018.
Testing the mathematical accuracy of the models
used by management in their calculation of the fair
value of the crops.
Reviewing management’s assessment of the
recoverability of capitalised costs. Our procedures
included comparing the expected crop yield
determined by management to the historical
production yield and expected number of trays
that can be produced per hectare based on the land
that is currently owned and leased. We assessed
whether any variances between historical and
expected volumes are consistent with our
understanding of planned changes in the Group’s
operations. Additionally we compared the future
selling price used by management in their model
to available industry information.
Evaluating the historical accuracy of
management’s forecasted information through
comparing prior year forecast to actual results.
We had no matters to report as a result of our
procedures.
57SEEKA LIMITED | ANNUAL REPORT 2018
PwC
63
Key audit matter How our audit addressed the key audit matter
Valuation of Land and Buildings
As reflected in note 9 of the financial
statements, the Group has a policy of
revaluing their land and buildings on a
three year rolling cycle (excluding assets
under construction). At each balance date
approximately one third of the New
Zealand Group’s properties are revalued
by an independent external valuer using a
combination of market approach, income
capitalisation and discounted cash flow
methods. The Australia properties were
last revalued on 31 December 2017. The
Group then utilises their internal
valuation expertise to evaluate whether,
based on the results of the third party
valuations and other recent market data,
the remaining asset values remain
appropriate and materially reflect fair
value.
The total value of the Group’s land and
buildings at year end is $110.1 million.
Our audit of the land and buildings of the Group
focused on the judgements inherent in the valuation of
those assets.
Our procedures included:
Assessing the objectivity and competence of
management’s internal valuation experts and third
party valuers, in addition to assessing the
independence of the third party valuers utilised by
management.
Utilising our PwC valuation expert, we have
assessed key assumptions used in the external
valuations by comparing the valuation
assumptions and inputs used, such as
capitalisation and discount rates, to externally
available data. Where external data was not
available, our internal valuation expert has utilised
his experience and knowledge to determine
whether the assumptions used by the third party
valuer were reasonable and appropriate in the
circumstances.
Reviewing and challenging management’s
assessment of the carrying values of the land and
buildings not independently revalued during 2018
by comparing our own independent assessment of
valuation ranges using our PwC valuation expert.
We had no matters to report as a result of our
procedures.
58ANNUAL REPORT 2018 | SEEKA LIMITED
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6
Key audit matter How our audit addressed the key audit matter
Impairment testing of Seeka Australia’s
goodwill
Australia goodwill has a carrying value of
$5.9 million at 31 December 2018 (refer to
note 10 of the financial statements).
Australia reported a 2018 EBITDA loss of
$59 thousand, and a loss before interest
and tax of $1.4 million (refer to note 1 of
the financial statements).
Management performed an impairment
test for the Australia cash generating unit
(CGU) using a discounted cash flow
method. The impairment test includes a
number of significant estimates and
assumptions including:
Forecast cash flows which reflect the
Group’s current five year plan,
comprising the 2019 budget and
forecasts for the following four years
Discount rate of 9.85%
Terminal growth rate of 2%.
No impairment was identified.
We evaluated the appropriateness of the CGU using
our understanding of the Australia business and its
assets, how it operates to generate cash flows, and how
the results are reported to management and the
directors.
Our audit focused on assessing and challenging the
significant estimates and assumptions made by
management. Our procedures included the following:
Agreeing the cash flows included in management’s
impairment model to the current five year plan
Evaluating the key cash flow assumptions by
obtaining from management a detailed analysis of
the forecast production yields, sales prices, costs
and margins for the various fruit varieties. We
compared this information to historical outcomes
and current market prices
Visiting the Australian orchards to physically
inspect their condition and stage of development,
discuss with management their plans to improve
profitability and obtain evidence of progress to
date in implementing those plans
Using our PwC valuation expert we recalculated a
reasonable range for the weighted average cost of
capital used as the discount rate in the model and
determined that the discount rate used by
management was consistent with this. We also
compared it to relevant industry comparators
Performing a sensitivity analysis across a range of
reasonably possible changes in the discount rate,
cash flow assumptions and terminal growth rate.
We also tested the accuracy of the calculations in
management’s impairment model, and checked the
carrying amount of the CGU’s net assets is correct.
We had no matters to report as a result of our
procedures.
59SEEKA LIMITED | ANNUAL REPORT 2018
PwC
6
Information other than the financial statements and auditor’s report.
The Directors are responsible for the annual report. Our opinion on the consolidated financial
statements does not cover the other information included in the annual report and we do not express
any form of assurance conclusion on the other information.
In connection with our audit of the consolidated financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent
with the consolidated financial statements or our knowledge obtained in the audit, or otherwise
appears to be materially misstated. If, based on the work we have performed on the other information
that we obtained prior to the date of this auditor’s report, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report
in this regard.
Responsibilities of the Directors for the consolidated financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of
the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal
control as the Directors determine is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible for assessing the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the Directors either intend to liquidate
the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements, as a whole, are free from material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these consolidated financial statements.
A further description of our responsibilities for the audit of the financial statements is located at the
External Reporting Board’s website at:
https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-
report-1/
This description forms part of our auditor’s report.
60ANNUAL REPORT 2018 | SEEKA LIMITED
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66
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been
undertaken so that we might state those matters which we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our
audit work, for this report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Pip Cameron.
For and on behalf of:
Chartered Accountants
25 Februar
y 2019
Auckland
61SEEKA LIMITED | ANNUAL REPORT 2018
CORPORATE GOVERNANCE
Corporate governance statement 62
Director profiles 71
Interests register 73
Directors’ interests in Seeka Limited securities 74
Subsidiary companies 75
Employee remuneration 76
Other disclosures 77
Operating assets statistics 78
Securities statistics 79
Directory 80
62ANNUAL REPORT 2018 | SEEKA LIMITED
CORPORATE GOVERNANCE STATEMENT
As at 31 December 2018
At Seeka, we conduct our business safely and ethically, within the legal and regulatory framework, so we can deliver the best outcomes for our
growers, clients, employees, shareholders, customers and the communities we operate in.
Seeka supports the NZX Corporate Governance Code 2017 (the Code), and Seeka’s Board has reviewed and refined the company’s corporate
governance policies against the eight principles of the Code.
Seeka’s corporate governance statement and governance policies are available on Seeka’s website Seeka.co.nz/corporate-governance.
The following is a summary of Seeka’s governance actions and performance against each of the Code’s eight principles during the reporting
period. Seeka’s governance complies with the Code, with exceptions to any principle noted in this governance statement, and listed on page 70 of
this annual report.
The Board approved this governance statement on 25 February 2019.
Principle 1. Code of ethical behaviour
“Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these standards being
followed throughout the organisation.”
Seeka commits to high ethical standards in all dealings undertaken by the Group’s directors, employees and suppliers. We are a produce business
that connects growers with customers. Our business spans cultural, regulatory and country boundaries, and our directors and management
understand that high ethical standards deliver the best outcomes for our growers, clients, employees, shareholders, customers and communities.
Our commitment to ethical dealings is captured by Seeka’s published core brand attribute “founded on relationships.”
Seeka’s Code of Ethics is included in employee induction packs, is available on Seeka’s intranet, and the Code's principles and objectives are
promoted to staff each year including at staff meetings. The code outlines how directors and management are to consistently act with honesty
and integrity, and model high ethical standards to all employees and stakeholders, adhering to the principle “we do what we say and are
accountable for what we do.”
The Code of Ethics provides clear guidance on:
• Conflicts of interest
• Use of Seeka information, assets and property
• Dealing with gifts or gratuities
• Respecting all stakeholders
• Whistle blowing for safe reporting of potential wrong doing
• Compliance with laws and Seeka policies
• Managing any breaches of Seeka’s Code of Ethics
Seeka also has a strict Insider Trading Policy prohibiting the direct or indirect dealing of Seeka securities when holding inside information, plus a
duty of confidentiality that protects the dissemination and use of confidential company information.
The Insider Trading Policy includes a black-out period during which restricted persons are prohibited in trading in Seeka shares unless provided by
a specific exemption by the Board. Each black out period starts 30 days prior to and finishes the first trading day after key events; being the half-
year and full-year balance dates, and the release to the NZX of any announcement relating to an offer in Seeka shares. Restricted persons includes
all directors, executive officers, members of the management executive team and their administrative staff, any trusts and companies controlled
by such persons, and advisors.
Prior to trading in Seeka shares, directors must notify the chairman, and the chairman must notify the chair of the Audit and Risk committee.
No breaches of the Code of Ethics or Insider Trading Policy were reported in the year.
Principle 2. Board composition and performance
“To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and perspective.”
Seeka’s Board commits to acting in the best interest of the company, deliver benefits to stakeholders and grow shareholder returns.
63SEEKA LIMITED | ANNUAL REPORT 2018
Board charter and responsibilities
The Board’s charter sets out the Board’s structure, appointments, remuneration, committees and process for performance review, along with the
duties and responsibilities of the Board and chief executive officer. Seeka’s Board is responsible for:
• Robust and effective health and safety systems and standards
• Establishing corporate objectives and strategies
• Monitoring management’s implementation of Seeka’s strategies
• Approving budgets and monitoring financial performance
• Managing risk to Seeka’s business
• Ensuring timely and transparent stakeholder and market communication
The Board delegates the chief executive officer to lead and manage Seeka’s operations, including being the company’s principal representative.
The chief executive officer is not a Board member.
Board composition
Seeka’s Company Constitution specifies that the Board has a minimum of three and a maximum of seven directors, with provision for an eighth
to be appointed between annual shareholder meetings. Directors are to contribute a mix of complementary skills that support Seeka’s objectives
and strategies, with at least two being independent, and at least two ordinarily residing in New Zealand. To maintain proper separation between
governance and management, all directors are non-executive and the constitution has no provision for a managing director.
Seeka’s Board currently has seven directors, led by the Independent Chairman Fred Hutchings, who joined the board in September 2012. Non-
independent director Amiel Diaz is the only director residing overseas.
The following table summarises director qualifications, skills and experience.
QualificationExecutive leadershipFinancialLegalKiwifruit industryGovernanceCulturalInternational marketsBrand managementTechnology
Fred HutchingsBBS, FCA
Martyn BrickBAgCom
John BurkeBAgSc
Ratahi Cross
Amiel DiazBA, BSc, CPA, CISA
Cecilia TarrantBA/LLB Hons, LLM
Ashley WaughBBS
Director independence
The Board’s Charter follows NZX Listing Rules to determine the independence of a director. Directors must inform the Board of all relevant
information and the Board confirms director independence at least annually.
Two directors are appointees of large shareholders and deemed non independent;
• Amiel Diaz, representative of Seeka’s shareholder Farmind Corporation of Japan, and
• Ratahi Cross, representative of Seeka’s largest New Zealand shareholder Te Awanui Huka Pak Limited and is the chairman of the Ngai
Tukairangi Trust, a large kiwifruit grower supplying Seeka.
As Seeka’s foundation business is kiwifruit, the Board considers experience in the kiwifruit industry a core competency. Three directors have
extensive experience in kiwifruit production and handling, and through their extensive interests in kiwifruit orchards that supply Seeka are
considered non-independent directors;
• Martyn Brick
• John Burke, and
• Ratahi Cross
64ANNUAL REPORT 2018 | SEEKA LIMITED
The Board has three independent directors;
• Fred Hutchings, Chairman
• Ashley Waugh, audit and risk committee chairman, and
• Cecilia Tarrant.
Director appointments and induction
As required the Chairman establishes a nominations committee to review the Board’s composition and performance, and recommend people with
complementary skills to join the Board. Nominees can be appointed by the Board, with the appointment to be approved by shareholders at the
next annual shareholder meeting, or nominated and elected to the Board by shareholders at the annual shareholder meeting. The Board provides
guidance to shareholders on a candidate’s suitability before any vote.
Directors enter a written agreement covering the term of their appointment and are provided with detailed information about Seeka, the company’s
strategies, policies and procedures, and any other training or other support that will help the director become a fully-functioning member of the
Board.
Director tenure
0 to 3 years 3 to 8 years 9 or more years
2
4
1
The Chairman undertakes an annual assessment of Board, director and committee performance, seeking assistance, as required, from the
nominations committee.
Director profiles
Director profiles are listed on Seeka’s website (see Seeka.co.nz/investors), and are included on page 71 of this annual report. Full disclosure of
director interests according to section 140 (2) of the Companies Act 1993 are listed on page 73 of this annual report.
Diversity
Diversity is the range of attributes held by members of a group. Seeka’s Board believes diversity within the Board and the company provides a
deeper understanding of stakeholders, broadens the range of skills available to Seeka, and will lead to improved business performance.
The Board works to optimise diversity across director members, while managing an efficient governance process. The Board’s focus is on diversity
in culture and ethnicity, business skills and innovative thinking as these attributes are key to understanding the operating environment of our key
clients, creating unique solutions, and improving stakeholder outcomes and shareholder returns.
With Seeka’s key client groups diversely spread from rural New Zealand to large urban centres, Seeka’s Board has encompassed cultural, ethnic
and gender diversity to strengthen business governance:
• Ratahi Cross of Ngai Tukairangi is also a lecturer in Maori history
• Amiel Diaz is a Filipino businessman based in Asia
• Martyn Brick, John Burke, Cecilia Tarrant and Ashley Waugh have rural backgrounds
The following table reports gender composition of the Board and senior management team as at 31 December 2018.
FY18FY17
FemaleMaleFemaleMale
Directors1616
Senior managers2727
Total313313
Diversity policy
Seeka is committed to providing an inclusive environment that supports a diversity of thinking and skills. This policy formalises the existing
conduct of the Board and management. Aspects of diversity include gender, ethnic background, religion, marital status, culture, disability,
economic background, education, language, physical appearance and sexual orientation.
During the year ended 31 December 2018, Seeka performed in adherence to its diversity policy.
65SEEKA LIMITED | ANNUAL REPORT 2018
Professional development
Directors are supported to undertake professional development and Seeka provides relevant industry training and strategic exposure.
Evaluation of board and director performance
The Board Charter specifies that Board and director performance are to be reviewed annually by the chairman. At balance date, the chairman is
completing this performance review according to the provisions of the Board Charter.
Principle 3. Board committees
“The board should use committees where this will enhance its effectiveness in key areas, while still retaining board responsibility.”
The Board has established permanent committees and will form ad-hoc committees to efficiently and effectively carry out key governance
functions, while retaining ultimate responsibility for all decisions and actions.
All committees operate under written charters which define the role, authority and operations of the committee. All Seeka directors and
committee members are non-executive, and Seeka management and other employees may only attend committee meetings when invited by
the committee. The Board reviews the remuneration and nominations committee charters biennially and the audit and risk committee charter
annually.
Committee membership and workload management
Seeka is governed by a seven-member Board with three independent directors. To provide effective and transparent committee governance,
while managing workload across Board members, Seeka’s committee charters ensure each committee is chaired by an independent director, with
committee members drawn from both independent and non-independent directors that furnish the best skill set.
The current standing committees are:
Audit and risk
CompositionRoleMembers
Independent chair with a minimum of
two other directors. The chair may not
be the Board Chairman.
Examines financial reporting, compliance, external and
internal auditing, risk management and risk insurance.
Ashley Waugh, chair
Martyn Brick
John Burke
Ex-officio – Fred Hutchings
While audit and risk committee members Ashley Waugh, Martyn Brick and John Burke do not have an accounting background, specialist
accounting and financial expertise is available from ex-officio member Fred Hutchings who is a Fellow Chartered Accountant.
Remuneration
CompositionRoleMembers
Independent chair with a minimum of
two other directors.
Examines the performance, remuneration and succession
planning of the chief executive officer, the remuneration of
senior managers, company-wide employee remuneration
policy and human resource plans and policies.
Fred Hutchings, chair
Ratahi Cross
Cecilia Tarrant
In addition, the Chairman periodically establishes an ad-hoc nominations committee.
Nominations
CompositionRoleMembers
Independent chair with a minimum of
two other directors.
Examines the directors’ terms of engagement, Board
succession planning, seeks and evaluates nominees, and
advises the Board on director appointments.
Appointed by the Board.
In the event of a takeover offer, the Board Charter provides for the formation of an ad-hoc initial response committee and an independent takeover
response committee to enact the procedures and protocols of the Board's Takeover Response Manual, adopted July 2018.
Initial response committee
CompositionRoleMembers
Independent directors.Manage the initial response to an unexpected takeover notice.Fred Hutchings
Cecilia Tarrant
Ashley Waugh
66ANNUAL REPORT 2018 | SEEKA LIMITED
Independent takeover response committee
CompositionRoleMembers
Directors that are independent of the
bidder and of the bid.
Manage the takeover response and act in the interests of all
shareholders.
Appointed by the Board.
To date there has been no need to convene an initial response committee meeting or form an independent takeover response committee.
While the Board considers the current range of committees comprehensively manages the governance of Seeka’s business, and provides the best
outcomes for shareholders and other stakeholders, the Board Charter allows ad-hoc committees to be formed as required to aid Board decision
making.
The following table reports Board and committee meeting attendance in 2018.
BoardAudit and riskRemuneration
MeetingsAttendedMeetingsAttendedMeetingsAttended
Fred Hutchings202014
1
1422
Martyn Brick20181414--
John Burke20201413--
Ratahi Cross2019--22
Amiel Diaz17
2
17
2
----
Cecilia Tarrant2020--22
Ashley Waugh20181414--
1. Fred Hutchings is an ex-officio member of the audit and risk committee.
2. Amiel Diaz had a conflict of interest with agenda items and was excused from attending three meetings.
Principle 4. Reporting and disclosure
“The board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of corporate disclosures.”
Seeka’s Board is committed to keeping investors and the wider market fully informed of all material information concerning the company’s
operating environment and business performance. In addition to all information required by law and NZX Listing Rules, Seeka provides
stakeholders with a mid-year performance update, along with regular operational updates to supplying clients.
In February 2018, Seeka adopted a Continuous Disclosures Policy to formalise Seeka's classification, timing and release of material information
to investors and other stakeholders. The Chairman, chief executive and chief financial officer are responsible for identifying material information
between Board meetings, with continuous disclosure covered at every Board meeting. Prior to the policy, Seeka followed NZX continuous
disclosure guidelines. Seeka’s Code of Ethics, Continuous Disclosures Policy, Board and committee charters and policies as recommended in the
Code are available on Seeka’s website, see Seeka.co.nz/corporate-governance.
In July 2018, Seeka adopted a Takeover Response Manual that specifies protocols and procedures to be enacted on receiving a takeover offer,
including governance, managing conflicts of interest and the reporting and disclosure of material information.
As stewards of more than 230 orchards in New Zealand and Australia, Seeka is committed to applying industry best practices and international
guidelines for all asset management, backed up by rigorous auditing. This includes following the international GLOBALG.A.P standard for good
agricultural practice that focuses production and supply management on the consumer’s demand for safe food.
Seeka as an employer is focused on sustainable land management that supports long-term employment and wealth creation in our rural
communities, and has formally implemented the GLOBALG.A.P GRASP module with its extended social standards for worker health, safety and
welfare.
In New Zealand, Seeka has partnered with all supplying growers to form independent, grower-controlled entities that manage grower fruit value;
kiwifruit growers appoint Seeka Growers Limited as their agent for the supply of kiwifruit to Seeka, with avocado growers appointing AvoFresh
Limited.
Seeka Growers Limited and AvoFresh Limited manage market returns in independent bank accounts, approve all service distributions and grower
payments, and publish independently-audited annual statements. Seeka is represented on the entities’ controlling councils, provides management
support, and ensures grower representatives are kept informed on market conditions, industry issues and Seeka’s operational performance for
their fruit.
Seeka complies with the financial reporting requirements prescribed by the Companies Act 1993, Financial Markets Conduct Act 2013 and the
NZX Listing Rules. Seeka also supports environmental, social and governance concerns, and discloses to the markets any environmental factors
that may materially affect operations.
Initial work on a sustainability report commenced in 2018, with the first report planned for 2019.
67SEEKA LIMITED | ANNUAL REPORT 2018
Principle 5. Remuneration
“The remuneration of directors and executives should be transparent, fair and reasonable.”
Director remuneration
In accordance with the Board Charter, the Chairman uses professional advice and market information to review director remuneration within a
two year period, with shareholders having to approve any increase to the pool available to pay directors’ fees. Approval was last sought in April
2018, when the pool limit was set at $450,000 per annum. Directors are remunerated by fixed fees that are set according to expected time
commitments and responsibilities as determined by the Board. Directors receive no equity-based remuneration, and receive no performance or
retirement benefits. Directors are not required to own Seeka shares.
The following table reports the allocation of the pool at the date of this report, and directors’ fees paid during the financial year. No other benefits
were remunerated to directors during the year.
PositionBase
director feeChairman fee
Audit and risk
committee chair
fee
Director fees
paid during the
year
Fred HutchingsChairman
$56,500$43,500$100,000
Ashley WaughDirector, Audit and risk committee chair
$56,500$11,000$67,500
Martyn BrickDirector
$56,500$56,500
John BurkeDirector
$56,500$56,500
Ratahi CrossDirector
$56,500$56,500
Amiel DiazDirector
$56,500$56,500
Cecilia TarrantDirector
$56,500$56,500
Total
$395,500$43,500$11,000$450,000
The base director fee includes remuneration for committee membership.
Chief executive officer remuneration
The review of the chief executive’s remuneration is undertaken by the remunerations committee with the remuneration package the responsibility
of the Board.
Michael Franks was appointed chief executive in 2006. His remuneration package comprises a fixed annual remuneration that covers base salary,
vehicle, Kiwisaver contributions, medical and life insurance, and an at-risk annual performance incentive.
The following table reports chief executive remuneration in 2018.
Base salaryBenefits
1
Annual performance
incentive
2
Total remuneration
Michael Franks
$575,302$51,501$156,800$783,603
1. Benefits are delivered through vehicle, Kiwisaver contributions, medical and life insurance.
2. Performance incentive earned from FY17 and paid in 2018.
Performance incentive
The chief executive officer’s performance incentive has a maximum value of 40% of fixed remuneration for achieving annual targets set by the
Board, including financial performance, strategic goals, health and safety, and risk management. For the 2017 financial year, chief executive officer
Michael Franks earned an $156,800 performance incentive. This payment was made in 2018.
For the 2018 financial year, the chief executive officer earned a $247,500 performance incentive. This payment will be made in 2019.
Employee share scheme
At balance date, the chief executive had 8,000 shares allocated at $3.88 per share under the 2016 employee share scheme. These shares vest in
2019.
68ANNUAL REPORT 2018 | SEEKA LIMITED
Principle 6. Risk management
“Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The board should regularly
verify that the issuer has appropriate processes that identify and manage potential and material risks.”
The Board consider risk management a major governance function that protects all stakeholders, builds long-term wealth in our communities and
optimises shareholder value. The Board retains ultimate control of risk management, with the audit and risk committee providing a specific focus
on material risks as defined in the Audit and Risk Committee Charter.
Business risks are identified, recorded on a risk register, assessed, managed through risk mitigation strategies and reviewed at least annually.
Financial statements and key operational measures are prepared monthly and reviewed by the Board throughout the year to assess business
performance against budget and forecasts.
The Board composition includes directors with long-term experience in New Zealand’s kiwifruit industry, and Australian and Asian produce
handling and marketing. Board meetings include periodic site visits in New Zealand and Australia to ensure all directors understand the Group’s
operating environments when assessing material risk.
The Board’s complementary skill set and understanding of the core business have allowed it to implement strategies to mitigate risk associated
with being a New Zealand kiwifruit handler by diversifying operations across multiple products, expanding into the Australian market and sourcing
revenue from more points along the value chain. Since the incursion of the kiwifruit vine-killing disease Psa in 2010, Seeka has transformed from
being a New Zealand kiwifruit handler to become an Australasian produce business involved in the growing, handling, supply and marketing of
multiple products.
Seeka has appropriate insurance cover, as available, for property damage to its offices, post harvest, processing and fruit handling facilities, along
with insurance cover for hail damage to crops.
During 2018, the Brown Marmorated Stink Bug (BMSB; Halyomorpha halys) was confirmed as one of the top pests of concern for New Zealand's
horticultural industry. A native to China, Japan, Korea and Taiwan, and accidentally introduced in the United States in the mid-1990s, adult BMSB
feed on fruit and make them unmarketable. The Ministry of Primary Industries is working with industry groups along with the public to prevent
the unintended import of BMSB, including eradication protocols if BMSB are detected in New Zealand. Seeka personnel and supplying growers are
informed on how to identify BMSB and the immediate actions to be undertaken if the pest is found.
Health and safety
Operating in a seasonal industry, in 2018 Seeka employed more than 3,000 people working in multiple complex environments. This includes 24-
hour operations over the harvest period. Group salary and wages equate to 1,045 full time equivalents.
The Board is responsible for health and safety across Group operations, with the chief executive appointing a health and safety manager to ensure
Seeka complies with legislation and operates industry best practice across the Group, while also supporting the management of health and safety
risks by clients and suppliers. The Board reviews performance against set targets at each meeting.
The following table reports key health and safety measures and targets in 2018.
2018 Annual threshold2018 Actuals
Total recordable injury frequency rate
1
Less than 4.64.5
Notifiable incidents
10
Notifiable injury
00
Severity rate
2
Less than 3.64.5
1. Total recordable injury frequency rate (TRIFR) is a key measure that compares total lost time injuries and medical treatments against the total number of hours
worked. TRIFR = (number of recordable lost time and medical treatment injuries) x 200,000 / (number of employee hours worked).
2. Severity rate = (number of lost time injuries) / (number of days lost).
Principle 7. Auditors
“The board should ensure the quality and independence of the external audit process.”
Seeka’s Audit and Risk Committee Charter outlines Seeka’s commitment to an independent audit process that provides shareholders and the
markets with objective, clear and timely financial reporting.
The audit and risk committee in consultation with management and the external auditor reviews the efficiency and effectiveness of the external
audit process, and provides a formal channel of communication between the Board, senior management and the external auditor. The audit and
risk committee:
• Oversees the independence of the auditor and ensures they conduct their operations free from any actual or perceived impairments, and
• Monitors the provision of any services beyond the auditor’s statutory audit services.
69SEEKA LIMITED | ANNUAL REPORT 2018
For financial year 2018, PricewaterhouseCoopers (PwC) was the external auditor for Seeka Limited, having been reappointed Seeka’s auditor
under the Companies Act 1993 at the 2018 annual shareholder meeting. PwC have confirmed their independence to the audit and risk committee,
and their independence was not compromised during the reporting period. The last audit partner rotation was in FY16.
PwC auditors attend the annual shareholder meeting to answer any shareholder questions about the audit.
Internal audit
Seeka has a number of internal controls overseen by the audit and risk committee to ensure the integrity of key financial and operational data.
This includes data access, internal financial controls, adequate resourcing, targeted internal audit programmes and monitoring management’s
response to external audit findings.
Due to the size of Group operations, rather than operating a dedicated audit function, Seeka uses its compliance team to conduct internal audit
processes and monitor operational compliance, along with independent providers to regularly test the integrity of the Group’s financial systems.
Principle 8. Shareholder rights and relations
“The board should respect the rights of shareholders and foster constructive relationships with shareholders that encourage them to engage
with the issuer.”
Seeka’s shareholders include a significant number of grower clients, employees, suppliers and people living in our rural communities. Seeka
maintains open channels of communication with a diverse range of groups to uphold our key brand attribute of delivering excellence to all
stakeholders.
The Board is motivated and committed to transparent and regular reporting and engagement with shareholders including:
• Annual and interim reports
• Market announcements
• Annual shareholder meeting
• Mid-year stakeholder meeting
• Ad-hoc investor presentations
• Attendance of directors at seasonal grower roadshows held throughout the catchment for each produce type
• Quarterly all staff updates
• Clear access to investor information on the company’s website, see Seeka.co.nz/investors
• Open access to senior managers via phone and email, see Seeka.co.nz/senior-management-team
Shareholders are actively encouraged to attend the annual shareholder meeting and mid-year stakeholder update, where they can raise matters
for discussion by directors and senior management. Shareholders vote on major decisions which affect Seeka at the annual shareholder meeting.
Voting is by poll, conducted by the Company’s registrar Link Market Services and overseen by the company’s auditor PwC, on a one share, one
vote principle.
Shareholders are provided with copies of the annual and interim report, and are encouraged to receive electronic communication by contacting
our registrar Link Market Services, see Linkmarketservices.co.nz. The annual shareholders notice of meeting is posted on the NZX website and
sent to shareholders at least 20 working days prior to the meeting. A link to Seeka’s announcements can be directly accessed from Seeka’s
website, see Seeka.co.nz/nzx-announcements.
Seeka’s current and historical share price is located on the NZX website, see nzx.com/instruments/SEK
Corporate calendar
In the normal course of business, the Board reports to the following schedule.
End of year market announcementLate February
Dividend paymentLate March
Annual shareholder meetingApril
Dividend paymentLate September
Stakeholder updateMid October
70ANNUAL REPORT 2018 | SEEKA LIMITED
Differences in practice to NZX Code
The following table summarises the material differences between Seeka’s corporate governance and the Code during the year. Where there are
differences, these have been approved by the Board.
PrincipleParagraphConcerningKey difference
3. Board Committees3.1Audit committee should have a
majority of independent directors.
To manage work load across the Board and best utilise skills,
the audit and risk committee has an independent chair and
two non-independent members.
3.1Audit committee should have a
director with an accounting or
financial background.
Audit and risk committee members do not have an
accounting background. Accounting expertise, however, is
provided by ex-officio member Fred Hutchings who is a Fellow
Chartered Accountant, with two members of the committee
having valuation and banking experience.
3.3Remuneration committee should
have a majority of independent
directors.
To manage workload across the Board, the charter only
specifies an independent chair. The current remuneration
committee, however, fulfils the code with an independent
chair, and independent director and a non-independent
director.
3.4Standing nominations committee.Nominations Committee Charter allows for the formation of
an ad-hoc committee as required.
3.6Takeover offer protocols and
procedures, including the
establishment of an independent
takeover committee.
The Board adopted a Takeover Response Manual in July
2018. Prior to the manual, the Board Charter provided for the
formation of an ad-hoc takeovers committee, comprised of
independent directors, to oversee the Board's response to any
takeover offer.
4. Reporting and Disclosure4.1Written continuous disclosure
policy.
The Board adopted a written policy February 2018. Prior
to the policy, the company followed NZX Listing Rules and
guidelines for continuous disclosure.
4.3Non-financial disclosures, including
environmental, economic and social
sustainability risks.
Currently provide extensive reports on non-financial
information to shareholders and other stakeholders. A formal
sustainability report is being developed for 2019.
8. Shareholder Rights and
Relations
8.5Posting annual shareholder notice
at least 28 days prior to the
meeting.
Current practice is a minimum of 20 working days prior to
the meeting. However, as this period includes three public
holidays, this meets the 28-day minimum.
71SEEKA LIMITED | ANNUAL REPORT 2018
DIRECTOR PROFILES
The following directors held office on 31 December 2018.
Fred Hutchings BBS, FCA
Independent, non-executive Chairman
Ex-officio member Audit and Risk Committee, Chair Remuneration Committee
Appointed 10 September 2012
Fred has commercial and business experience having been a partner at PricewaterhouseCoopers for 27 years where he specialised in assurance
and advisory services, particularly for agribusiness. He also held leadership roles in the partnership including Wellington and South Island
managing partner and for three years was a member of the firm's executive board.
Fred is a director of Speirs Group Limited and Speirs Food Limited, and retired as chairman of Tui Products Limited in 2018 when the business was
sold. He is a past president of Chartered Accountants Australia and New Zealand.
Martyn (Marty) Brick BAgCom
Non-executive Director
Member Audit and Risk Committee
Appointed 23 April 2013
Marty has experience in agribusiness having worked in a rural banking, finance, and horticulture. He established kiwifruit orchards in the Bay
of Plenty, and a post harvest operation which was later sold to Huka Pak. Marty became a director of Te Awanui Huka Pak and chairman of Te
Awanui Grower Council up until Huka Pak’s merger with Seeka in 2009.
Marty holds interests in kiwifruit orchards supplying Seeka.
John Burke BAgSc
Non-executive Director
Member Audit and Risk Committee
Appointed 24 April 2012
John has an agribusiness background and qualifications, having worked for the Rural Bank and operated a rural valuation and consultancy practice.
He has knowledge of kiwifruit operations from the orchard to the market having been the chief executive of Te Awanui Huka Pak where he helped
establish collaborative programmes into Asia and North America, before becoming the general manager Kiwifruit Vine Health.
John is a kiwifruit orchardist supplying Seeka, and a farmer.
Peter Ratahi (Ratahi) Cross
Non-executive Director
Member Remuneration Committee
Appointed 1 March 2016
Ratahi is the chairman of several trust boards throughout the eastern areas of the North Island. He chairs Te Awanui Huka Pak Limited and Ngai
Tukairangi Trust, the largest Maori kiwifruit grower in New Zealand. The trust operates orchards on the Matapihi Peninsula at Mount Maunganui,
and in 2017 purchased 60 hectares of SunGold orchards in the Hawke’s Bay.
Ratahi has a background in natural science specialising in native flora and fauna. He also lectures in Maori history for several tribes he belongs to.
72ANNUAL REPORT 2018 | SEEKA LIMITED
Amiel (Mel) Diaz BA, BSc, CPA, CISA
Non-executive Director
Appointed 19 October 2009
Mel is the head of the Philippine subsidiaries of Farmind Corporation. He has knowledge of the Asian fresh produce business, with an emphasis on
Japan and the Philippines, having previously been the head of new business ventures and the chief information technology officer at Dole Asia.
Mel has executive management experience in technology, telecommunications, manufacturing, finance, service, business consultancy and the
fresh produce industry, having worked for more than 30 years’ in various executive positions, board memberships and advisory roles.
Mel is a certified public accountant (CPA) in the Philippines and a certified information systems auditor (CISA) in the USA and the Philippines.
Cecilia Tarrant BA/LLB Hons, LLM
Independent, non-executive Director
Member Remuneration Committee
Appointed 27 April 2017
Cecilia is a professional company director. She is a director of Payments NZ, chair of the Government Superannuation Fund Authority, chair of
New Zealand Green Investment Finance Limited, a trustee of the University of Auckland Foundation and a member of the University of Auckland
Council. She has more than 25-years’ experience in law and banking, having worked as a lawyer in Auckland and San Francisco before becoming
an investment banker in New York and London.
Cecilia is involved in both the beef and dairy industries through her family’s ownership of a dry stock farm in the Waitomo area and partnership in
a dairy farm in the Otorohanga district. Her family have lived in the Waitomo area for more than 100 years.
Ashley Waugh BBS
Independent, non-executive Director
Chair Audit and Risk Committee
Appointed 21 May 2014
Ashley has experience in the fresh food industry having worked within the Australasian Fast Moving Consumer Goods (FMCG) markets for more
than 30 years. He also has global experience in the FMCG, foodservice and ingredients markets.
Ashley was the chief executive officer of Australian dairy foods and juice giant National Foods until its merger with Lion Nathan in 2009. His prior
business experience was with the New Zealand Dairy Board and Ford Motor Company.
He currently serves on the board of Colonial Motor Company and chaired Moa, New Zealand’s largest craft brewer, until retiring in 2017, and was
a director of Fonterra Co-operative Group Limited until retiring in November 2018.
Changes in Board membership
Board membership remained the same throughout 2018.
73SEEKA LIMITED | ANNUAL REPORT 2018
INTERESTS REGISTER
During the year the Group undertook related party transactions with directors in the ordinary course of the Company’s business and on usual
terms and conditions.
Directors have made general disclosures of interests in accordance with s140 (2) of the Companies Act 1993. New disclosures advised since
31 December 2017 are italicised.
Fred Hutchings Amwell Holdings Limited Director / Shareholder
Walker Nominees Limited Director
Seeka Employee Share Plan Trustees Limited Director
Speirs Group Limited and subsidiaries Director
Tui Products Limited (retired 27 September 2018) Director
AvoFresh Limited Director
Martyn Brick Strathboss Kiwifruit Limited Director / Shareholder
Seeka Growers Limited Director
Omega Kiwifruit Limited Director / Shareholder
Katoa Partnership Partner
Zespri International Limited Shareholder
Rokeby Trust Beneficiary
Rising Sun Orchards Limited Shareholder
John Burke J & D Burke Holdings Limited Director / Shareholder
Rokeby Trust Trustee
Zespri International Limited Shareholder
Pukekauri Farming Limited Director / Shareholder
Peter Cross Ngai Tukairangi Trust Trustee / Chairman
Te Awanui Huka Pak Limited Director
Amiel Diaz Farmind Philippines Inc. Director / Officer
Farmind Corporation of Japan Officer
Cecilia Tarrant Fletcher Building Limited (retired 1 September 2018) Director
Payments NZ Limited Director
Government Superannuation Fund Authority Chair
University of Auckland Foundation Trustee
ArcAngels Angel Investment Network Chair
University of Auckland Council Member
New Zealand Green Investment Finance Limited Chair
Ashley Waugh Primrose Hill Farm (Puke-Roha Limited) - Te Awamutu Director / Shareholder
The Colonial Motor Group Limited Director / Shareholder
Fonterra Co-operative Group Limited (retired 8 November 2018) Director / Shareholder
74ANNUAL REPORT 2018 | SEEKA LIMITED
DIRECTORS’ INTERESTS IN SEEKA LIMITED SECURITIES
The following table details director interests in shares at 31 December 2018.
InterestShares
Martyn BrickBeneficial
1
1,290,176
John BurkeBeneficial
2
84,360
Non beneficial
3
73,000
Peter CrossBeneficial
459,551
Non beneficial
4
1,714,410
Fred Hutchings Beneficial
5
40,502
Cecilia TarrantBeneficial
6,205
Ashley WaughBeneficial
7,166
1. Held by Omega Kiwifruit Limited, Strathboss Kiwifruit Limited and Martyn Brick, Christopher Mcfadden and John Burke as trustees of the Rockeby Trust.
2. Held by J&D Burke Holdings Limited.
3. Held by Martyn Brick, Christopher Mcfadden and John Burke as trustees of the Rockeby Trust.
4. Held by Ngai Tukairangi Trust and Te Awanui Huka Pak Limited.
5. Held by Walker Nominees Limited.
The following table details director dealings in Seeka shares during the year.
TransactionDateNumberTotal consideration
Martyn Brick
1
Purchase27 April 2018
360,000$1,944,000
Purchase
6
14 December 2018
444,870$1,890,698
Purchase31 December 2018
3,000$12,900
John Burke
2
Purchase
5
12 April 2018
607 $3,903
Purchase
5
8 October 2018
655$3,973
Purchase
6
14 December 2018
48,144$204,612
John Burke - non beneficial
3
Purchase
6
14 December 2018
70,000$297,500
Purchase31 December 2018
3,000$12,900
Peter Cross
4
Purchase
6
14 December 2018
447,000$1,899,750
Fred Hutchings Purchase
5
8 October 2018
184$1,116
Purchase
6
14 December 2018
30,318$128,852
Cecilia TarrantPurchase16 November 2018
1,500$8,505
Purchase
6
14 December 2018
4,705$19,996
Ashley WaughPurchase
6
14 December 2018
2,866$12,181
1. Held by Omega Kiwifruit Limited, Strathboss Kiwifruit Limited and Martyn Brick, Christopher Mcfadden and John Burke as trustees of the Rockeby Trust.
2. Held by J&D Burke Holdings Limited.
3. Held by Martyn Brick, Christopher Mcfadden and John Burke as trustees of the Rockeby Trust.
4. Held by Ngai Tukairangi Trust and Te Awanui Huka Pak Limited.
5. Acquired under the Seeka dividend reinvestment plan.
6. Acquired under Seeka's renounceable rights issue.
75SEEKA LIMITED | ANNUAL REPORT 2018
SUBSIDIARY COMPANIES
The following table details directors of Seeka Limited subsidiary companies in the financial year to 31 December 2018.
Michael Franks and Stuart McKinstry are officers of Seeka Limited. Robert Towgood is a senior manager at Seeka Limited. Anthony Motion is an
independent director for the Group’s Australian subsidiaries. New subsidiaries formed since 31 December 2017 are italicised.
New Zealand incorporated companies
Trading subsidiaries
AvoFresh Limited Michael Franks
Delicious Nutritious Food Company Limited Michael Franks, Stuart McKinstry
Integrated Fruit Supply & Logistics Limited Michael Franks
Kiwi Coast Growers (Te Puke) Limited Michael Franks, Stuart McKinstry
Seeka Te Puke Limited Michael Franks, Stuart McKinstry
Not-trading subsidiaries
Eleos Limited Michael Franks, Stuart McKinstry
Enviro Gro Limited Michael Franks
Glassfields (NZ) Limited Michael Franks, Stuart McKinstry
Guaranteed Sweet Limited Michael Franks, Stuart McKinstry
Kiwifruit Vine Protection Company Limited Michael Franks
Northland Horticulture GP Limited Michael Franks, Stuart McKinstry
Nutritious Delicious Food Company Limited Michael Franks, Stuart McKinstry
Seeka Dairy Ventures Limited Michael Franks, Robert Towgood
Seeka Fresh Limited Michael Franks, Stuart McKinstry
Australian incorporated companies
Little Haven Holdings Pty Limited Michael Franks, Stuart McKinstry, Anthony Motion
Seeka Australia Pty Limited Michael Franks, Stuart McKinstry, Anthony Motion
Seeka Pollen Australia Pty Limited Michael Franks, Stuart McKinstry, Anthony Motion
Directors of Group subsidiary companies did not undertake any share dealings in those companies.
Subsidiary directors’ interests register
Directors of Seeka subsidiaries have made general disclosures of interests in accordance with s140 (2) of the Companies Act 1993. No new
disclosures have been advised since 31 December 2017.
Michael Franks Rising Star Orchards Limited Director / Shareholder
Stuart McKinstry Rivas Orchards Limited Director / Shareholder
R&M Orchards Limited Director / Shareholder
Anthony Motion has not made any general interest disclosures in New Zealand incorporated companies.
Subsidiary company director remuneration
Seeka Limited officers Michael Franks and Stuart McKinstry, and senior manager Robert Towgood received no beneficial director’s fees or other
benefits except as employees.
The following table details the remuneration of Anthony Motion, the independent director for the Group’s Australian subsidiary companies.
Director feesAUDNZD @ $1.08
Anthony Motion
$ 20,000$ 21,600
76ANNUAL REPORT 2018 | SEEKA LIMITED
EMPLOYEE REMUNERATION
In 2018, the Group employed 237 permanent and more than 3,000 seasonal employees.
The Group had 100 employees (December 2017 - 95), including 8 employees (December 2017 – 6) employed by subsidiaries, that are not
directors whose annual cash remuneration and benefits (including motor vehicles and termination costs) exceed $100,000 in the financial year.
Remuneration20182017
$100,000 - $109,999
3325
$110,000 - $119,999
1518
$120,000 - $129,999
1514
$130,000 - $139,999
1012
$140,000 - $149,999
52
$150,000 - $159,999
22
$160,000 - $169,999
11
$170,000 - $179,999
36
$180,000 - $189,999
21
$190,000 - $199,999
12
$200,000 - $209,999
21
$210,000 - $219,999
11
$220,000 - $229,999
1-
$230,000 - $239,999
-2
$250,000 - $259,999
2-
$270,000 - $279,000
-1
$280,000 - $289,000
33
$290,000 - $299,999
-1
$310,000 - $319,999
1-
$330,000 - $339,999
-1
$350,000 - $359,999
11
$360,000 - $369,999
1-
$750,000 - $759,000
-1
$780,000 - $789,999
1-
Total
10095
Remuneration includes key performance indicator payments. Remuneration by the Group’s Australian subsidiary Seeka Australia in Australian
dollars was converted to New Zealand dollars using the average exchange rate for the year. The impact of movements in exchange rates from
2017 to 2018 was reviewed and would not have significantly changed the employee remuneration disclosure.
Employee share scheme
As part of their employment benefits, eligible permanent employees are invited to participate in Seeka’s employee share schemes. The current
2016 employee share scheme has 414,716 shares allocated to permanent employees at $3.88 per share.
Under the terms of the scheme and Seeka's 1 for 1.5 rights issue, a further 72,716 shares at $4.25 per share were issued to the scheme in
December 2018.
All shares in the 2016 employee share scheme vest in May 2019.
77SEEKA LIMITED | ANNUAL REPORT 2018
OTHER DISCLOSURES
Indemnities and insurance
Clause 9.7 of the Constitution allows the Company to indemnify and insure directors to the extent permitted by the Companies Act 1993. The
Company has provided insurance for all directors and officers, including directors of subsidiaries.
Summary of waivers granted by NZX
No waivers were granted, published or relied on by Seeka in the financial year ended 31 December 2018.
Donations
No donations were made by the company or its subsidiaries in the year ended 31 December 2018.
Divided reinvestment plan
Under the company's dividend reinvestment plan, holders of ordinary shares may elect to reinvest the net proceeds of cash dividends payable or
credited to acquire fully paid ordinary shares in the company.
Substantial product holders
The following table details information in compliance with s293 of the Financial Markets Act 2013 and is stated as at 31 December 2018. The total
number of ordinary listed shares of Seeka Limited at that date was 20,130,226.
SharesPercentage of shareholding
Sumifru Singapore Pte Limited
2,093,5587.14
Te Awanui Huka Pak Limited
1,714,4105.85
Farmind Corporation of Japan
1,650,5675.63
78ANNUAL REPORT 2018 | SEEKA LIMITED
OPERATING ASSETS STATISTICS
Retail services
Glassfields Auckland
Imported produce, ripening services,
wholesale market
Glassfields Christchurch
Imported produce, ripening services
Delicious Nutritious Food Company
Food manufacturing; Kiwi Crush, Kiwi Crushies,
Kiwiberry handling, Avocado oil
Laboratory services
VLS
Maturity and coolstore testing
Head Office
Seeka360
Grower centre
10
11
12
13
14
1, 2, 3, 4, 5, 12, 13, 14
6
7
11
10
8, 9
Post harvest facilities
1
Oakside
Compac Oakside 1
Compac Oakside 2
Compac Oakside 3
2
Transpack
Compac
3
KKP
Lynx
4
Huka Pak
MAF Roda
Compac
5
Main Road
Compac
6
Peninsula
Lynx
7
Kerikeri
Compac
8
Australia
Compac
9
Orchards
1
Seeka Australia
Seeka-owned orchards and land Hectares
In production ( 9 orchards ) 205
In development 83
Undeveloped land 278
Owned - New Zealand
Orchards owned and managed by Seeka
In production ( 6 orchards ) 65
Long term lease - New Zealand
Orchards developed on leased land
In production ( 15 orchards ) 100
In development 40
Leased orchards - New Zealand
Orchards leased from owners
In production ( 107 orchards ) 374
In development 1
Managed orchards - New Zealand
Orchards or vines managed for owners
In production ( 141 orchards ) 600
In development 66
1 New Zealand orchard hectares are as at 31 December 2018, and include T&G Horticulture orchards purchased after the 2018 crop had been harvested and handled by T&G
79SEEKA LIMITED | ANNUAL REPORT 2018
SECURITIES STATISTICS
Top 50 shareholders
Number of
ordinary shares
Percent
Sumifru Singapore Pte Limited
2,093,558 7.14
Te Awanui Huka Pak Limited
1,714,410 5.85
Farmind Corporation of Japan
1,650,567 5.63
First NZ Capital Securities Limited
1,254,464 4.28
Tomlinson Group Investments
1,249,363 4.26
Masfen Securities Limited
1,138,100 3.88
Omega Kiwifruit Limited
1,098,323 3.75
FNZ Custodians Limited
957,873 3.27
Custodial Services Limited
685,259 2.34
Forsyth Barr Custodians Limited
500,000 1.71
Seeka Employee Share Plan Trustees Limited
490,516 1.67
Christopher William Flood & Mark Schlagel
477,130 1.63
Accident Compensation Corporation
475,000 1.62
Riri Ellis & Helen Te Kani & Joshua Gear & Carlo Ellis
459,551 1.57
Citibank Nominees (Nz) Ltd
406,094 1.39
Gregory Alan Cole
339,146 1.16
Jack Law & Patricia Colleen Law
310,240 1.06
Anne Louise Bayliss & Christopher James Mcfadden
293,280 1.00
JPMorgan Chase Bank
290,566 0.99
New Zealand Permanent Trustees Limited
270,800 0.92
Lloyd James Christie
250,000 0.85
Robin Moss
235,295 0.80
Hettinger Nominees Limited
235,294 0.80
Burts Orchards (1997) Limited
220,922 0.75
Grant Keith Oakley & Deborah Jane Oakley & Brg Trustees 2013 Limited
200,001 0.68
Stewart Moss
178,251 0.61
BNP Paribas Nominees NZ Limited
170,637 0.58
MMC Limited
170,620 0.58
Matthew Ian Tremain & Beth Moreen Tremain
134,963 0.46
Malcolm John Cartwright & Helen Catherine Cartwright & Graeme Ingham Trustee Co Limited
130,028 0.44
Custodial Services Limited
129,442 0.44
Michael Gilbert Franks
123,506 0.42
Strathboss Kiwifruit Limited
118,853 0.41
Michael Walter Daniel & Nigel Geoffrey Burton & Michael Murray Benjamin
113,900 0.39
Jean Paul Henri Mathias Thull & Lyon Trustees 2014 Limited
113,661 0.39
David Grindell
111,000 0.38
Custodial Services Limited
108,741 0.37
Bowyer Orchards Limited
106,138 0.36
Penmaen Limited
106,060 0.36
Brian John Cotton Stapleton & Lois Eileen Cotton Stapleton
104,571 0.36
Murray Charles Salt & Heather Florrence Salt
103,770 0.35
Bryan Francis Grafas
103,271 0.35
Christopher Robert Malcolm & Helen Ann Malcolm
98,141 0.33
Robyn Adair Slater
98,089 0.33
Korau Guy Te Kani & Victoria Keltie Beadle Werohia & Marama Jacquiline Royal
91,986 0.31
Ian Dunbar Greaves & Nicola Anne Greaves & Craig Murray Thompson
89,010 0.30
JML Capital Limited
85,400 0.29
J and D Burke Holdings Limited
84,360 0.29
Martyn Timothy Brick & Christopher James Mcfadden & John Garland Burke
83,000 0.28
Terence Morrow Hawthorne & Gloria Nancy Hawthorne & Wood Walton Trustees (2007) Limited
77,076 0.26
Total
20,130,226 68.66
Shareholder analysis
Investors
Percentage
of investors
Shares
Percentage of
shares
By shareholding size
Up to 1,000 shares
411 25.06 202,469 0.69
1,001 to 5,000 shares
723 44.09 1,850,026 6.31
5,001 to 10,000 shares
234 14.27 1,695,369 5.78
10,001 to 50,000 shares
211 12.87 4,213,510 14.37
50,001 to 100,000
25 1.52 1,761,287 6.01
100,001 to 500,000
27 1.65 5,797,530 19.78
More than 500,000
9 0.55 13,797,279 47.06
Total
1,640 100.00 29,317,470 100.00
By residency
New Zealand shareholders
1,60197.62 24,951,490 85.11
Overseas shareholders
39 2.38 4,365,980 14.89
Total
1,640 100.00 29,317,470 100.00
As at 14 January 2019
80ANNUAL REPORT 2018 | SEEKA LIMITED
DIRECTORY
Board of directors
Fred Hutchings - Chairman
Martyn Brick
John Burke
Peter Ratahi Cross
Amiel Diaz
Cecilia Tarrant
Ashley Waugh
Audit and risk committee
Ashley Waugh – Chair
Martyn Brick
John Burke
Fred Hutchings - Ex-officio
Remuneration committee
Fred Hutchings – Chair
Ratahi Cross
Cecilia Tarrant
Company officers
Michael Franks
Chief Executive Officer
Stuart McKinstry
Chief Financial Officer and Company Secretary
Senior management team
Michael Franks
Chief Executive
Kate BryantKevin HallidayRay HookAnnmarie Lee
GM SupplyGM Post Harvest ServicesGM Retail ServicesGM Growers
Stuart McKinstryJason SwainRob TowgoodSimon Wells
Chief Financial OfficerGM Information ServicesCommercial ManagerGM Orchards
81SEEKA LIMITED | ANNUAL REPORT 2018
Registered office
Seeka Limited
34 Young Road, Paengaroa 3186
PO Box 47, Te Puke 3153
Seeka.co.nz
Auditor
PricewaterhouseCoopers
Auckland
Bankers
Westpac Banking Corporation
Auckland
Share register
Link Market Services Limited
Auckland
NZX
www.nzx.com
Legal advisors
Harmos Horton Lusk Limited
Auckland
MacKenzie Elvin
Tauranga
seeka.co.nz
34 Young Road, RD 9, Te Puke 3189
PO Box 47, Te Puke 3153, New Zealand
+64 7 573 0303, info@seeka.co.nz
---
Analyst Briefing Pack
Financial Results FY18
2
Financial
$7.4m profit after tax – up 27% on $5.8m in pcp
1
$0.37 earnings per share – up 16% on $0.32 in pcp$26.2m EBITDA – up 13% on $23.1m in pcp
Performing for our growers
31.4m trays of New Zealand kiwifruit harvested and
packed – up 23% on pcp
Growth
Acquired T&G Horticulture’s post harvest business a
nd kiwifruit orchards for $42.1m
2
Developing Australian orchards – 83 hectares in deve
lopment
3
Investing in New Zealand post harvest infrastructur
e
Recapitalised
Fully7subscribed rights issue raised $47.9m
Highlights 2018
1. Pcp is previous corresponding period to 31 December 20172. Yet to settle $9.8m of the purchase3. Kiwifruit and pears
3
Financial summary
Audited financial results FY18
NZDm
FY17
FY18
Change
Revenue
186.8
203.7
↑ 9%
EBITDA¹
23.1
26.2
↑ 13%
Net profit after tax
5.8
7.4
↑ 27%
1. EBITDA is earnings before interest, tax, depreciatio
n, amortisation, impairments and revaluations.
191.3
186.8
203.7
2016
2017
2018
24.8
23.1
26.2
2016
2017
2018
EBITDANZDmRevenueNZDm
4
Performance to guidance
Issued June 2017 and confirmed November 2017
Results ahead of guidance
NZDm
Change
on pcp
1
EBITDA
2
FY18 lower guidance
24.0
↑ 4%
FY18 upper guidance
25.0
↑ 8%
FY18 actual
26.2
↑ 13%
Net profit after taxFY18 lower guidance
6.5
↑ 12%
FY18 upper guidance
7.2
↑ 24%
FY18 actual
7.4
↑ 27%
1. Pcp is previous corresponding period to 31 December 20172. EBITDA is earnings before interest, tax, depreciatio
n, amortisation, impairments and revaluations.
NPATNZDmEBIDTANZDm
2524
23.1
26.2
FY17
FY18 guidance FY18 actual
7.26.5
5.8
7.4
FY17
FY18 guidance FY18 actual
5
Earnings, net debt and net asset backing37c Earnings per share
47
32
37
65
2016
2017
2018
1. In accordance with IAS, 2017 EPS was restated from th
e previously reported result due to December 2018 right
s issue
¹
2. 2016 Normalised EPS excludes $4.1m ($3.1m after tax
)
of insurance proceeds which reduces EPS to $0.47.
3. In 2017 a $1m prior period deferred tax adjustmen
t was
expensed. Impairments less revaluation gains resulted in a further $0.3m reduction.
NZD
FY17
FY18
Earnings per share
1
32 c
37 c
Net debt (NZDm)
83.1
79.1
Total assets (NZDm)
222.0
269.8
Net tangible assets per share
$ 5.18 $ 4.96
Earnings per shareCents
2
3
6
$116m
$142m
$191m
$187m
$204m
$11.3m
$13.9m
$24.8m
$23.1m
$26.2m
Higher kiwifruit volumes Hayward green up 23% SunGold up 24%
21.4m
27.8m
32.4m
25.7m
31.4m
2014
2015
2016
2017
2018
1. Includes insurance proceeds of $3.6m2. Pcp is previous corresponding period to 31 December 2017
9% increase in revenue on pcp
2
9% increase in revenue on pcp
2
13% increase in EBITDA on pcp13% increase in EBITDA on pcp23% increase in kiwifruit volumeson pcp23% increase in kiwifruit volumeson pcp
Millions
of trays
1
7
$0.22
$0.29
$0.65
$0.32
$0.37
$10.4m
$3.2m
$4.3m
$7.3m
$5.8m
$7.4m
2014
2015
2016
2017
2018
Net profit after tax and earnings per share
Insurance
proceeds
$
0.47 ¹
1. Normalised EPS excluding insurance settlement 2. Excludes effect of insurance settlement. 3. 2017 EPS was restated from the previously reported r
esult due to December 2018 rights issue
4. Pcp is previous corresponding period to 31 December 2017
16% increase Earnings per share on pcp
4
16% increase Earnings per share on pcp
4
27% increase Net profit after tax on pcp27% increase Net profit after tax on pcp
2
3
8
$20.8m¹ capex FY18Expenditure commitments FY187FY19
▪
$18.6m Oakside expansion( Bay of Plenty )
▪
$11.2m Northland expansion
2
▪
$0.4m expansion of independent laboratory VLS
Capital expenditureExpanding infrastructure to support growth
5.6
16.4
40.9
20.9
20.8
2014
2015
2016
2017
2018
1. Excludes purchase of T&G Northland post harvest assets2. $17.6m announced, with $11.2m committed to at balan
ce date.
Capital expenditureNZDm
9
Northland orchard portfolioSecuring supply to Northland operations
Acquired T&G Horticulture’s post harvest business a
nd 6 kiwifruit orchards
in Kerikeri April 2017
▪
Five of six T&G orchards settled FY18, one to settl
e on title
Seeka created a Northland sales portfolio of high v
alue orchards
▪
Six T&G orchards, plus two non T&G orchards purchas
ed under option
▪
80.7 hectares of kiwifruit, 15 hectares of lemons,
38 hectares undeveloped land
▪
$25.9¹ invested at balance date with a further $9.8
m to be paid FY19
>
Includes $5.7m invested in 19.9 hectares of SunGold
licence
Orchards being sold with 15 year supply commitments
▪
Secures long term supply to Northland post harvest
operations
▪
$7.0m sold, with $0.6m gain
▪
$15.1m under conditional contract
▪
$20.6m being marketed for sale
2
$0.3m gain on sale of avocado orchard
1.$24.2m assets classified as held for sale, $1.7m in intan
gible assets
2. At cost: $25.9m invested at balance date, plus $9.8m y
et to pay, less $15.1m under contract
10
Capital strategyIn November 2018 Seeka commenced a three7stage plan to r
epay debt,
strengthen the balance sheet and provide funds for futur
e growth
1. Rights issue successfully completed
▪ $47.9m raised (after costs) – 11.7m new shares issu
ed
▪ 29.32m shares on issue▪ Institutions and large individual investors now on
share register
▪ Daily share market turnover and liquidity up ▪ Foreign ownership component of shareholders reduce
d from 24.9% to 15% (approx)
2. Grower loyalty share scheme approved by shareholders 14
February
▪ Implementation March 2019▪ 99% shareholder support
3. Employee share scheme
▪ Implementation March 2019
11
Net bank debtCash flow 2018, NZDm
1. The $25.9m cash inflow from orchard sales includes the sa
le of $24.2m for the carrying cost of orchards classified a
s assets held for sale
along with $1.7m of SunGold licences held as an intangib
le asset. Within FY19 Seeka is also expecting to pay $9.
8m to settle the purchase
of the sixth T&G Horticulture orchard on receiving title
, to be followed by its subsequent sale in the same peri
od.
2. Orchard purchases is $21.84m for the five T&G orchards, p
lus $8.37 to purchase the two non7T&G orchards, SunGold l
icences and costs.
83.12
79.06
53.16
10.47
30.21
20.76
6.06
3.64
5.24
9.38
0.49
12.17
47.92
25.90
2x EBITDA:Debt2x EBITDA:Debt
3xEBITDA:Debt3xEBITDA:Debt
2
Net bank
debt
Dec 17
Post harvest
purchase
Orchards purchase
Orchard
sales
Sale of
investments
Property,
plant and
equipment
Orchard
developments
Other
Operating
cash flow
Dividends Rights issue Net bank
debt
Dec 2018
Orchard
sales
1
Adjusted
bank debt
Dec 18
NORTHLAND
12
Fully imputed
▪
Payment date: 22 March 2019
▪
Record date: 15 March 2019
Dividend reinvestment plan applies24 cents paid in the last 12 months
▪
Fully imputed
Dividend announcement12 cents per share to be paid 22 March 2019
10
10
12
12
12
Mar 17 Sep 17 Mar 18 Sep 18 Mar 19
DividendCents per share
Operating Segments
14
Segment performance summary
Revenue
( NZDm )
FY16A
FY17A
FY18A
Post harvest operations
110.8
96.7
123.8
Orchard operations
47.9
48.6
52.8
Retail services
16.8
24.3
11.5
Seeka Australia
15.2
16.5
14.9
Other
0.6
0.7
0.7
Total
191.3
186.8
203.7
Kiwifruit Avocado Kiwiberry
Total
Contract supply
1,696
317
10
2,023
Managed
436
43
2
481
Orchard lease
393
7
4
404
Long term lease
46
25
7
71
Total
2,571
392
16
2,979
New Zealand orchard supply arrangementsProducing hectares harvest 2018
Production
205
In development
83
Undeveloped land
278
Total
566
Seeka Australia owned orchards and landHectares, FY18 (all fruit)
EBIDTA
( NZDm )
FY16A
FY17A
FY18A
Post harvest operations
26.8
22.0
32.1
Orchard operations
5.6
6.4
3.4
Retail services
1.9
2.9
1.6
Seeka Australia
1.0
2.3
(0.1)
Other
(10.6)
(10.4)
(10.8)
Total
24.8
23.1
26.2
15
NZDm
2017
2018
Turnover / revenue
$ 48.6
$ 52.8
EBITDA
$ 6.4
$ 3.4
Millions of trays¹Hayward (green)
5.9
7.6
SunGold
2.6
3.1
Total
8.5
10.7
7.2
9.2
11.2
8.5
10.7
2014
2015
2016
2017
2018
Green
Gold
$3.4m EBITDA
▪
Down 46% on pcp
▪
End of long term orchard leases reduced EBITDA
▪
Recovery in Hayward yields
▪
SunGold progressing to full production
Grew 10.7m trays kiwifruit(37.9m kilograms)¹Grew 0.039m trays avocado (0.21m kilograms)
Orchard operationsGrowing 36% of kiwifruit supplied to post harvest
NZ kiwifruit grown¹Millions of class 1 trays
Growing kiwifruit, avocado and kiwiberry• Operate over 220 orchards via management, lease an
d long
term lease contracts
1. Kiwifruit volumes exclude crop from T&G acquisition or
chards, acquired crop off.
16
21.4
27.8
32.4
25.7
31.4
2014
2015
2016
2017
2018
$32.1m EBITDA
▪
Up 46% on FY17
31.4m kiwifruit trays processed
▪
Up 23%
Fruit loss
▪
SunGold 7 0.78%
▪
SunGold organic 7 0.17%
▪
Hayward 7 3.73%
▪
Hayward organic 7 1.09%
T&G Kerikeri post harvest facility acquired and integrated
April 2018
Post harvest operationsGenerating 61% of Group revenueProcessing service to harvest, pack, coolstore and supply kiwifruit, avocado and kiwiberry• Processes fruit from over 700 orchards including S
eeka’s
managed orchards and independent growers
NZDm
2017
2018
Turnover / revenue
$ 96.7
$ 123.8
EBITDA
$ 22.0
$ 32.1
Millions of traysHayward (green)
class1
15.6
19.2
SunGold
class 1
8.7
10.8
Class 2 and other
1.4
1.4
Total
25.7
31.4
NZ kiwifruit processedMillions of class 1 and 2 trays
17
$1.6m EBITDA
▪
Down 44% on FY17
Tropical business performed below prior year
Avocado sales performed
well in a challenging year
▪
New phytosanitary protocols agreed with Australia
▪
China market opened FY18
Delicious Nutritious Food Company increased earnings to $0.46m, up 58%
Retail services operationsGenerating revenue from fruit processing and fruit reta
iling
Markets produce from Group operations plus imports and processes tropical fruits• Sell avocados under Seeka brand• Market New Zealand kiwifruit in Australasia and
work under collaborative marketing agreement with Zespri to market kiwifruit in Asia
• Import and ripen bananas and other tropical fruits• Operate a wholesale fruit and vegetable market• Delicious Nutritious Food Company manufacture
and market Kiwi Crush products, avocado oil and packing and distributing kiwiberry
NZDm
2017
2018
Turnover
$ 54.2
$ 39.9
Revenue
$ 24.3
$ 11.5
EBITDA
$ 2.9
$ 1.6
18
2,982
1,201
854
727
2,570
1,250
1,138
690
Kiwifruit
Nashi
Packham
Other
2017
2018
$(0.1)m EBITDA
▪
Down 103% on FY17
▪
Challenging growing season and
Australian management restructured
Psa7V detected October 2018 on 4.5 hectares of developing orchards
▪
Containment strategy including buffer zone
▪
$500k impact
▪
Revised variety development plan
▪
Delays full production by 12+ months
Australian operations
Integrated orchard to marketThe largest grower and supplier of Australian kiwif
ruit
and nashi pears• Nine large orchards, packs, markets and grow kiwif
ruit and nashi,
as well as European pears, apricots, plums and cher
ries
NZDm
2017
2018
Turnover / revenue
$ 16.5
$ 14.9
EBITDA
$ 2.3
$(0.1)
Australian-grown fruitTonnes
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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