T&G Global Limited/Announcement
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Half-Year Results 2019

Half Year Results7 August 2019TGGConsumer Staples

HALF YEAR FINANCIAL STATEMENTS
JUNE 2019

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T&G Global Limited and subsidiary companies

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

For the six months ended 30 June 2019

INCOME STATEMENT

NOTES

Unaudited

6 months to

30 Jun 2019

$’000

Unaudited

6 months to

30 Jun 2018

$’000

Audited

12 months to

31 Dec 2018

$’000

Continuing operations

Revenue5560,835581,6811,188,203

Other operating income6,1737,32414,939


Purchases, raw materials and consumables used(418,149)(439,099) (917,417)

Employee benefits expenses(85,881)(85,480) (160,113)

Depreciation and amortisation expenses(18,473)(11,289)(23,246)

Other operating expenses(37,711)(42,688)(86,741)

Operating profit6,79410,44915,625


Financing income257404841

Financing expenses(7,427)(6,888)(13,029)

Share of (loss) / profit from joint ventures(5)25694

Share of profit from associates8558002,534

Other income63,1371,9166,577

Other expenses6(616)--

Profit before income tax from continuing

operations

2,995 6,70613,242

Income tax credit / (expense)7977(1,373)(2,848)

Profit for the period from continuing operations3,9725,33310,394

Discontinued operations


(Loss) for the period from discontinued operations, net

of tax

- (1,994)(2,076)

Profit for the period3,9723,3398,318


Attributable to:

Equity holders of the Parent1,4121,0233,581

Non-controlling interests2,5602,3164,737

Profit for the period3,9723,3398,318


Profit attributable to equity holders of the Parent

relates to:

Profit from continuing operations

1,4123,0175,657

Loss from discontinued operations

- (1,994)(2,076)

1,4121,0233,581

Earnings per share (in cents)


Basic and diluted earnings from continuing and

discontinued operations

1.20.82.9

Basic and diluted earnings from continuing operations1.22.44.6

T&G Global Limited and subsidiary companies
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The accompanying notes form an integral part of these interim financial statements.

STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 30 June 2019

Unaudited

6 months to

30 Jun 2019

$’000

Unaudited

6 months to

30 Jun 2018

$’000

Audited

12 months to

31 Dec 2018

$’000

Profit for the period3,9723,3398,318


Other comprehensive income

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

(Loss) / gain on revaluation of investment in unlisted entity -(177)(177)

Deferred tax effect on sale of property, plant and equipment --3,885

-(177)3,708


Items that may be reclassified subsequently to profit or loss:

Exchange differences on translation of foreign operations(1,371)98(1,165)

Cash flow hedges:

Fair value loss, net of tax(545)(10,840)(11,691)

Reclassification of net change in fair value to profit or loss1,4241526,934

(492)(10,590)(5,922)

Other comprehensive expense for the period(492)(10,767)(2,214)


Total comprehensive income / (expense) for the period 3,480(7,428)6,104


Total comprehensive income / (expense) for the period is

attributable to:


Equity holders of the Parent 959(9,993)1,495

Non-controlling interests 2,5212,5654,609

3,480(7,428)6,104

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T&G Global Limited and subsidiary companies

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

For the six months ended 30 June 2019

STATEMENT OF CHANGES IN EQUITY

Unaudited

NOTES

Share

capital

$’000

Revaluation

and other

reserves

$’000

Retained

earnings

$’000

Total

$’000

Non-

controlling

interests

$'000

Total

equity

$’000

2019

Balance at 1 January 2019 176,357109,330114,612400,29913,321413,620

Profit for the period - -1,4121,4122,5603,972

Other comprehensive income / (expense)

Exchange differences on translation of foreign

operations

-(1,332) -(1,332)(39)(1,371)

Movement in cash flow hedge reserve -879 -879 -879

Total other comprehensive expense -(453) -(453)(39)(492)

Transactions with owners

Dividends9 - - - -(2,153)(2,153)

Total transactions with owners - - - -(2,153)(2,153)

Transfer from asset revaluation reserve due to

asset disposal

-(83)83---

Balance at 30 June 2019176,357108,794116,107401,25813,689414,947

2018

Balance at 1 January 2018 176,357128,764108,653413,77411,819425,593

Adjustment on initial application of NZ IFRS 9 - -(300)(300) -(300)

Adjusted balance at 1 January 2018 176,357128,764108,353413,47411,819425,293

Profit for the period - -1,0231,0232,3163,339

Other comprehensive income / (expense)

Revaluation of investment in unlisted entity -(177) -(177) -(177)

Exchange differences on translation of foreign

operations

-(155) -(155)25398

Movement in cash flow hedge reserve -(10,684) -(10,684)(4)(10,688)

Total other comprehensive income / (expense) -(11,016) -(11,016)249(10,767)

Transactions with owners

Dividends9 - -(7,353)(7,353)(1,576)(8,929)

Total transactions with owners - -(7,353)(7,353)(1,576)(8,929)

Transfer from asset revaluation reserve due to

asset disposal

-(6,563)6,563 - - -

Transfer from revaluation reserve due to sale of

shares in unlisted entity

-(1,650)1,650---

Balance at 30 June 2018176,357109,535110,236396,12812,808408,936

NOTES
Unaudited

30 Jun 2019

$’000

Unaudited

30 Jun 2018

$’000

Audited

31 Dec 2018

$’000

Current assets

Cash and cash equivalents44,56647,05436,778

Trade and other receivables207,669229,675152,086

Taxation receivable13,7998,0396,994

Inventories156,170182,41724,515

Derivative financial instruments2,5981,5831,864

Biological assets8,1489,28928,185

Non-current assets classified as held for sale119,447 - -

Total current assets442,397478,057250,422

Non-current assets

Trade and other receivables9,3538,6628,428

Derivative financial instruments2,239792884

Investments in unlisted entities106106106

Property, plant and equipment379,292434,416396,546

Right-of-use assets1253,739 - -

Investment property14,700 -15,316

Intangible assets37,35436,85036,597

Investments in joint ventures4,4844,5684,490

Investments in associates36,05434,76835,380

Total non-current assets537,321520,162497,747

Total assets979,718998,219748,169

Current liabilities

Trade and other payables227,640264,653133,875

Borrowings90,92685,4964,159

Lease liabilities129,710--

Derivative financial instruments5,4996,7175,963

Total current liabilities333,775356,866143,997

Non-current liabilities

Trade and other payables8295237

Borrowings142,731178,616146,100

Lease liabilities1245,068--

Derivative financial instruments6,4948,5805,230

Deferred tax liabilities36,62145,12638,985

Total non-current liabilities230,996232,417190,552

Total liabilities564,771589,283334,549

Equity

Share capital176,357176,357176,357

Revaluation and other reserves108,794109,535109,330

Retained earnings116,107110,236114,612

Total equity attributable to equity holders of the Parent401,258396,128400,299

Non-controlling interests13,68912,80813,321

Total equity414,947408,936413,620

Total liabilities and equity979,718998,219748,169

T&G Global Limited and subsidiary companies

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Prof. K.J. Lutz

Director (Chairman)

8 August 2019

C.A. Campbell

Director (Chair of Finance, Risk and Investment Committee)

8 August 2019

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

BALANCE SHEET

As at 30 June 2019

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T&G Global Limited and subsidiary companies

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

For the six months ended 30 June 2019

STATEMENT OF CASH FLOWS

NOTES

Unaudited

6 months to

30 Jun 2019

$’000

Unaudited

6 months to

30 Jun 2018

$’000

Audited

12 months to

31 Dec 2018

$’000

Cash flows from operating activities

Cash was provided from:

Receipts from customers528,064521,3211,219,371

Other103526406

Cash was disbursed to:

Payments to suppliers and employees(522,182)(511,032)(1,164,258)

Interest paid(5,485)(4,379)(9,128)

Income taxes paid(6,122)(3,151)(7,142)

Net cash (outflow) / inflow from operating activities13(5,622)3,28539,249

Cash flows from investing activities

Cash was provided from:

Dividends received from joint ventures and associates182 - 1,853

Proceeds from sale of shares in associate - 3,3503,350

Proceeds from sale of processed foods business - 4,7994,799

Proceeds from sale of kiwifruit post-harvest and orchard assets9,77419,47233,436

Proceeds from sale of other property, plant and equipment8110104

Proceeds from sale of distribution centre - -14,851

Cash was disbursed to:

Purchase of property, plant and equipment(13,782)(10,497)(28,875)

Purchase of intangible assets(1,586)(245)(1,304)

Other - (198)(90)

Net cash (outflow) / inflow from investing activities(5,404)16,791 28,124

Cash flows from financing activities

Cash was provided from:

Net proceeds from borrowings27,10014,62622,000

Proceeds from seasonal funding60,00070,000-

Proceeds from Parent entity loan5,000 - -

Cash was disbursed to:

Dividends paid to non-controlling interests9(2,153)(1,576)(3,107)

Dividends paid to Parent's shareholders9 - (7,353)(14,708)

Repayment of borrowings(7,000)(2,864)(53,746)

Repayment of lease liabilities(6,852) - -

Net advances to growers(54,418)(68,053) -

Deferred consideration on purchase of non-controlling interests - (1,060)(1,060)

Deferred consideration on purchase of business - (593)(593)

Bank facility fees and transaction fees(1,596)(1,967)(3,721)

Other - (309)(654)

Net cash inflow / (outflow) from financing activities20,081851(55,589)

Net increase in cash and cash equivalents9,05520,92711,784

Foreign currency translation adjustment(1,267)(273)(1,406)

Cash and cash equivalents at the beginning of the year36,77826,40026,400

Cash and cash equivalents at the end of the period44,56647,05436,778

NOTES TO THE FINANCIAL STATEMENTS
1. GENERAL INFORMATION

Reporting entity and statutory base

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

marketer and exporter of premium fresh produce in over 60 countries around the world. Key categories for the Group include apples,

grapes, berries, citrus (lemons, mandarins and navel oranges), asparagus and tomatoes.

These unaudited condensed interim financial statements presented are for the Group which comprises the Parent and its subsidiaries,

joint ventures and associates as at 30 June 2019.

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

Conducts Act 2013, and the Financial Reporting Act 2013.

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

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

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

2. BASIS OF PREPARATION

These unaudited condensed interim financial statements have been prepared in accordance with New Zealand Generally Accepted

Accounting Practice (NZ GAAP), NZ IAS 34 Interim Financial Reporting and IAS 34 Interim Financial Reporting. The unaudited condensed

interim financial statements should be read in conjunction with the annual report for the year ended 31 December 2018 (2018 Annual

Report), which has been prepared in accordance with New Zealand equivalents to International Financial Reporting Standards (NZ IFRS),

other applicable New Zealand Financial Reporting Standards as appropriate for profit-oriented entities, and International Financial

Reporting Standards (IFRS).

This is the first set of the Group’s financial statements where NZ IFRS 16 Leases (NZ IFRS 16) has been applied. Changes from the

application of NZ IFRS 16 are described in Note 3.

Operating lease commitments have been restated by $7.9 million from the 2018 Annual Report to account for leases not previously

disclosed.

These unaudited condensed interim financial statements are expressed in New Zealand dollars which is the Group’s presentation

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

Other than the first time adoption of NZ IFRS 16, there have been no changes to accounting policies subsequent to the presentation of

the 2018 unaudited condensed interim financial statements and Annual Report.

Critical accounting estimates and judgments

The Group makes estimates and judgments concerning the future. Apart from the judgments used in the first time adoption of NZ IFRS

16 (refer Note 3), the estimates and judgments used in the preparation of these unaudited condensed interim financial statements are

consistent with those used in the 2018 Annual Report.

3. CHANGES IN SIGNIFICANT ACCOUNTING POLICIES

Except as described below, the accounting policies applied in these unaudited condensed interim financial statements are the same as

those applied in the Group’s consolidated financial statements as at and for the year ended 31 December 2018.

The changes in accounting policies due to the adoption of new standards are also expected to be reflected in the Group’s consolidated

financial statements as at and for the year ending 31 December 2019.

New standards adopted by the Group

The following standard is mandatory for the Group’s current accounting period:

• NZ IFRS 16 Leases (NZ IFRS 16)

The impact of the adoption of NZ IFRS 16 and the accompanying new accounting policies are disclosed on the next page and Note 12.

T&G Global Limited and subsidiary companies

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T&G Global Limited and subsidiary companies

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

3. CHANGES IN SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

NZ IFRS 16 Leases (NZ IFRS 16)

NZ IFRS 16 is effective for annual periods beginning on or after 1 January 2019. The standard deals with the recognition, measurement,

presentation and disclosure of leases and replaces the current guidance in NZ IAS 17 Leases (NZ IAS 17). The new standard introduces

a single model for lessees which recognises all leases on the balance sheet through an asset representing the rights to use the leased

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

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

balance sheet, income statement and cash flows of the reporting entity. Lessor accounting remains largely unchanged from NZ IAS 17 for

the Group.

The Group reviewed leases where the Group is the lessee and these leases primarily relate to leases for properties, glasshouses, orchard

land, motor vehicles and plant and machinery.

The Group adopted NZ IFRS 16 using the modified retrospective approach with the right-of-use (ROU) asset being equal to the lease

liability as at commencement date for all existing leases at 1 January 2019. The Group has made use of the practical expedient available on

transition to NZ IFRS 16 not to reassess whether a contract is or contains a lease. Accordingly, the definition of a lease in accordance with

NZ IAS 17 will continue to be applied to those leases entered or modified before 1 January 2019. Comparative numbers have not been

restated.

The ROU assets are subsequently depreciated using the straight line method over the shorter of the estimated useful lives of the

ROU assets or the remaining estimated lease term. The estimated useful lives of ROU assets are determined on the same basis as

similar owned assets within property, plant and equipment. An additional depreciation expense of $7.4 million has been recognised in

relation to the adoption of NZ IFRS 16. The lease liabilities are initially measured at the present value of the unpaid lease payments at

commencement date, discounted using a discount rate.

Lease incentives are recognised as part of the measurement of the ROU assets and lease liabilities whereas under NZ IAS 17 they resulted

in the recognition of a lease incentive liability, amortised as a reduction of rental expense on a straight-line basis.

Under NZ IFRS 16, ROU assets are tested for impairment in accordance with NZ IAS 36 Impairment of Assets. This replaces the previous

requirements to recognise a provision for onerous lease contracts.

The main difference between NZ IFRS 16 and NZ IAS 17 with respect to assets formerly held under a finance lease is the measurement of

residual value guarantees provided by a lessee to a lessor. NZ IFRS 16 requires that the Group recognises as part of its lease liability only

the amount expected to be payable under a residual value guarantee, rather than the maximum amount guaranteed as required by NZ

IAS 17. This change did not have a material effect on the Group’s financial statements.

Key judgment areas in applying the new standards are:

• The use of discount rates; and

• The assessment of whether options to extend or terminate a lease will be exercised.

The discount rates used are the Group’s incremental borrowing rates (IBR). The Group’s IBR is the average of the borrowing rates obtained

from financial institutions as if the Group had purchased the leased asset, with the term of the borrowing similar to the lease term. The

weighted average rate applied for each leased asset class are:

Weighted

average IBR %

Properties5.22%

Glasshouses5.22%

Orchard land5.22%

Motor vehicles6.01%

Plant and machinery6.18%

T&G Global Limited and subsidiary companies
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NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

3. CHANGES IN SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

NZ IFRS 16 Leases (NZ IFRS 16) (continued)

The assessment of whether a lease contract will be extended or terminated at the end of the lease contract is dependent on the asset

class and type. For property leases, this will be determined by the Group’s intention to exercise contractual right of renewal at the end of

the initial lease term. For motor vehicles, an extension of two months has been applied to all vehicles expiring in the 2019 financial year as

this is the average time taken to either return the vehicle to the lessor, or to extend the lease contract.

The Group has applied the following practical expedients when applying NZ IFRS 16 to leases previously classified as operating leases

under NZ IAS 17:

• The use of a single discount rate to a portfolio of leases with similar characteristics;

• Not recognising ROU assets and liabilities for leases with less than 12 months of lease term; and

• Not recognising ROU assets and liabilities if the underlying leased asset is considered a low-value asset.

For short-term leases (lease term of 12 months or less) and leases of low-value assets, the Group has opted to recognise a lease expense

on a straight-line basis as permitted by NZ IFRS 16. This expense is presented within other operating expenses in the income statement.

Reconciliation of lease commitment to opening lease liability as at 1 January 2019:


Impact on the statement of cash flows for the six months ended 30 June 2019

Under NZ IFRS 16, lessees must present:

• Short-term lease payments and payments for leases of low-value assets as part of operating activities. The Group has included these

payments as part of payments to suppliers and employees;

• Cash paid for the interest portion of lease liability as operating activities; and

• Cash payments for the principal portion of lease liabilities, as part of financing activities.

Under NZ IAS 17, all lease payments on operating leases were presented as part of cash flows from operating activities. Consequently, for

the 6 months to 30 June 2019, the net cash generated by operating activities has increased by $6.9 million and net cash used in financing

activities increased by the same amount. Comparative numbers have not been restated.

The adoption of NZ IFRS 16 did not have an impact on net cash flows.

New accounting policies adopted by the Group

The Group as a lessee

The Group assesses whether a contract is or contains a lease at inception of the contract. The Group recognises a ROU asset and a

corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases and leases of low-

value assets. For these leases, the Group recognises the lease payments as an other operating expense on a straight-line basis over the

term of the lease.

$’000

Restated operating lease commitments at 31 December 2018 70,780

Effect of discounting using incremental borrowing rates at 1 January 2019(19,824)

Finance lease liabilities recognised as at 31 December 2018 348

Recognition exemption for:

- short-term leases(130)

- leases of low-value assets(291)

Extension and termination options reasonably certain to be exercised 9,116

Lease liabilities recognised at 1 January 2019 59,999

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T&G Global Limited and subsidiary companies

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

3. CHANGES IN SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The Group as a lessee (continued)

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted

by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate (IBR).

Lease payments included in the measurement of the lease liability comprise:

• Fixed lease payments, less any lease incentives;

• Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;

• The exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and

• Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.

The lease liability is presented as a separate line in the consolidated balance sheet.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective

interest method) and by reducing the carrying amount to reflect the lease payments made.

The Group remeasures the lease liability if:

• The lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the lease liability is

remeasured by discounting the revised lease payments using a revised discount rate;

• The lease payments change due to changes in an index or rate, in which case the lease liability is remeasured by discounting the

revised lease payments using the initial discount rate; or

• A lease contract is modified and lease modification is not accounted for as a separate lease, in which case the lease liability is

remeasured by discounting the revised lease payments using a revised discount rate.

The ROU assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the

commencement date and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment

losses.

Wherever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or

restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and measured

under NZ IAS 37 Provisions, contingent liabilities and contingent assets (NZ IAS 37). The costs are included in the related ROU asset, unless

those costs are incurred to produce inventories.

ROU assets are depreciated over the shorter period of lease term and useful life of the underlying asset. The estimated useful lives of

ROU assets are determined on the same basis as similar owned assets within property, plant and equipment. Depreciation starts at the

commencement date of the lease.

The ROU assets are presented as a separate line in the balance sheet.

The Group applies NZ IAS 36 to determine whether a ROU asset is impaired and accounts for any identified loss under the same policy

adopted for property, plant and equipment.

Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability and the ROU asset. The

related payments are recognised as an expense in the period in which the event or condition that triggers those payments occurs and are

included in other operating expenses in the income statement.

The Group as a lessor

The Group enters into lease agreements as a lessor with respect to some of its properties. Leases for which the Group is a lessor are

classified as finance or operating leases. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to

the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.

When the Group is an intermediate lessor, it accounts for the head lease and the sublease as two separate contracts. The sublease is

classified as a finance or operating lease by reference to the ROU asset arising from the head lease.

Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred

in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line

basis over the lease term.

Amounts due from lessees under finance leases are recognised as receivables at the amount of the Group’s net investment in the leases.

Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group’s net investment

outstanding in respect of the leases.

T&G Global Limited and subsidiary companies
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NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

4. SEGMENT INFORMATION

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-makers. The

chief operating decision-makers have been identified as the Chief Executive Officer, the Chief Operating Officer and the Chief Financial

Officer for the Group.

The chief operating decision-makers assess the performance of the operating segments based on operating profit, which reflects earnings

before financing income, financing expenses, share of profit from joint ventures and associates, other income, other expenses and

income tax expense. Inter-segment pricing is determined on an arm’s length basis. Segment results include items directly attributable to a

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

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

Operating segments

The Group comprises the following main operating segments:

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

OPERATING SEGMENTSIGNIFICANT OPERATIONS

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

International Produce

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

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

New Zealand Produce

Growing, trading and transport activities within New Zealand. This incorporates the New Zealand

wholesale markets and the tomato and citrus growing operations.

Processed Foods

Includes the sale and marketing of processed foods, and trading activities in Australia and North

America.

OtherIncludes property and corporate costs.

Pipfruit

$’000

International

Produce

$’000

New Zealand

Produce

$’000

Processed

Foods

$’000

Other

$’000

Total

$’000

Unaudited six months ended 30 June 2019

Total segment revenue

298,099147,013109,80413,03727567,980

Inter-segment revenue

- (2,621)(4,524) - - (7,145)

Revenue from external customers

298,099144,392105,28013,03727560,835

Purchases, raw materials and consumables used

(220,455)(129,435)(58,670)(11,247)(143)(418,149)

Depreciation and amortisation expenses

(8,911)(497)(7,799)(192)(1,074)(18,473)

Net other operating expenses

(57,339)(12,175)(39,285)(1,802)(5,017)(117,419)

Segment operating profit / (loss)11,3942,285(474)(204)(6,207)

6,794

Financing income

257

Financing expenses

(7,427)

Share of loss from joint ventures

(5)

Share of profit from associates

855

Other income

3,137

Other expenses

(616)

Profit before income tax from continuing

operations

2,995

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T&G Global Limited and subsidiary companies

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

4. SEGMENT INFORMATION (CONTINUED)

Pipfruit

$’000

International

Produce

$’000

New Zealand

Produce

$’000

Processed

Foods

$’000

Other

$’000

Total

$’000

Unaudited six months ended 30 June 2018

Total segment revenue

329,641129,248116,77013,81850589,527

Inter-segment revenue

(502)(2,517)(4,827)--(7,846)

Revenue from external customers

329,139126,731111,94313,81850581,681

Purchases, raw materials and consumables

used

(249,311)(113,531)(64,302)(11,974)19(439,099)

Depreciation and amortisation expenses

(6,832)(288)(3,343)(14)(812)(11,289)

Net other operating expenses

(59,856)(10,833)(44,946)(2,462)(2,747)(120,844)

Segment operating profit / (loss)13,1402,079(648)(632)(3,490)10,449

Financing income

404

Financing expenses

(6,888)

Share of profit from joint ventures

25

Share of profit from associates

800

Net other income

1,916

Profit before income tax from continuing

operations

6,706

Audited year ended 31 December 2018

Total segment revenue

663,236271,032239,57427,150381,201,030

Inter-segment revenue

(502)(4,254)(8,071) - - (12,827)

Revenue from external customers

662,734266,778231,50327,150381,188,203

Purchases, raw materials and consumables

used(523,579)(232,826)(133,138)(23,004)(834)(913,381)

Depreciation and amortisation expenses

(13,765)(586)(6,472)(774)(1,649)(23,246)

Net other operating expenses

(97,677)(30,085)(90,615)(9,496)(8,078)(235,951)

Segment operating profit / (loss)27,7133,2811,278(6,124)(10,523)15,625

Financing income

841

Financing expenses

(13,029)

Share of profit from joint ventures

694

Share of profit from associates

2,534

Net other income

6,577

Profit before income tax from continuing

operations

13,242

T&G Global Limited and subsidiary companies
I

13

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

5. REVENUE

Pipfruit

$’000

International

Produce

$’000

New Zealand

Produce

$’000

Processed

Foods

$’000

Other

$’000

Total

$’000

Unaudited six months ended 30

June 2019

Nature of revenue

Sale of produce265,403144,55776,02112,122(2)498,101

Commissions10,253(502)11,315814 - 21,880

Services17,91433717,9311012936,312

Royalties4,529 - 13 - - 4,542

Revenue from external customers 298,099 144,392 105,280 13,037 27 560,835

Timing of revenue recognition

At a point in time

Sale of produce265,403144,55776,02112,122(2)498,101

Commissions10,253(502)11,315814 - 21,880

Services13,05533717,9191012931,441

Royalties4,529 - 13 - - 4,542

293,240 144,392 105,268 13,037 27 555,964

Over time

Services4,859 - 12 - - 4,871

4,859 - 12 - - 4,871

Revenue from external customers 298,099 144,392 105,280 13,037 27 560,835

Unaudited six months ended 30

June 2018

Nature of revenue

Sale of produce291,958126,69981,14112,823(19)512,602

Commissions10,947(278)12,229932 - 23,830

Services22,49531018,562636941,499

Royalties3,739 - 11 - - 3,750

Revenue from external customers 329,139 126,731 111,943 13,818 50 581,681

Timing of revenue recognition

At a point in time

Sale of produce291,958126,69981,14112,823(19)512,602

Commissions10,947(278)12,229932 - 23,830

Services16,69731018,360636935,499

Royalties3,739 - 11 - - 3,750

323,341 126,731 111,741 13,818 50 575,681

Over time

Services5,798 - 202 - - 6,000

5,798 - 202 - - 6,000

Revenue from external customers 329,139 126,731 111,943 13,818 50 581,681

14
I

T&G Global Limited and subsidiary companies

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

5. REVENUE (CONTINUED)

6. OTHER INCOME AND EXPENSES

For the six months ended 30 June 2019 there were $0.6m of other expenses from the impairment of assets (six months ended 30 June

2018: nil; year ended 31 December 2018: nil).

Pipfruit

$’000

International

Produce

$’000

New Zealand

Produce

$’000

Processed

Foods

$’000

Other

$’000

Total

$’000

Audited year ended 31 December

2018

Nature of revenue

Sale of produce 606,385 266,507 172,500 25,875 - 1,071,267

Commissions 15,535 (601) 23,377 1,142 - 39,453

Services 34,659 872 35,565 133 38 71,267

Royalties 6,155 - 61 - - 6,216

Revenue from external customers 662,734 266,778 231,503 27,150 38 1,188,203

Timing of revenue recognition

At a point in time

Sale of produce 606,385 266,507 172,500 25,875 - 1,071,267

Commissions 15,535 (601) 23,377 1,142 - 39,453

Services 25,927 872 35,319 133 38 62,289

Royalties 6,155 - 61 - - 6,216

654,002 266,778 231,257 27,150 38 1,179,225

Over time

Services8,732 - 246 - - 8,978

8,732 - 246 - - 8,978

Revenue from external customers 662,734 266,778 231,503 27,150 38 1,188,203

Unaudited

6 months to

30 Jun 2019

$’000

Unaudited

6 months to

30 Jun 2018

$’000

Audited

12 months to

31 Dec 2018

$’000

Gain on sale of kiwifruit post-harvest and orchard assets 3,137 1,7964,814

Gain on disposal of investment in associate - 120120

Gain on disposal of distribution centre --1,643

Total3,1371,9166,577

7. INCOME TAX
The taxation expense that would arise at the standard rate of corporation tax in New Zealand is reconciled to the tax expense as follows:

8. INVESTMENTS IN JOINT VENTURES AND ASSOCIATES

Set out in the table below are the joint ventures and associates of the Group as at 30 June 2019. The joint ventures and associates have

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

The Group’s investments in joint ventures and associates in 2019 and 2018 are:

T&G Global Limited and subsidiary companies

I

15

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

NAME OF ENTITY

PLACE OF BUSINESS AND COUNTRY

OF INCORPORATION

OWNERSHIP INTEREST (%)

30 Jun 201930 Jun 201831 Dec 2018

Joint ventures

Growers Direct LimitedUnited Kingdom505050

Wawata General Partner LimitedNew Zealand505050

Associates

Allen Blair Properties LimitedNew Zealand333333

Grandview Brokerage LLC United States of America393939

Intelligent Fruit Vision Limited United Kingdom242424

Mystery Creek Asparagus Limited

(1)

New Zealand151515

POP Worldwide Limited United Kingdom242424

The Fruit Firm LimitedUnited Kingdom202020

(1)

Although the Group holds less than 20% of the ownership of Mystery Creek Asparagus Limited (Mystery Creek), the Group is deemed

to have significant influence over this entity. A member of the Group’s management sits on the Board of Directors of Mystery Creek, and

transactions between Mystery Creek and the Group are significant to its operations.

Contributions from joint ventures and associates

During the period ended 30 June 2019, contributions from joint ventures and associates included $0.8 million from Grandview Brokerage

LLC (30 June 2018: $0.9 million; 31 December 2018: $2.1 million).

Unaudited

6 months to

30 Jun 2019

$’000

Unaudited

6 months to

30 Jun 2018

$’000

Audited

12 months to

31 Dec 2018

$’000

Profit before income tax2,9956,70613,242

Prima facie taxation at 28% (2018: 28%)(839)(1,878)(3,708)

(Add) / deduct tax effect of:

Non-deductible items(103)(72)(674)

Non-taxable items1,9195773,685

(Understatement) of prior year's provision - - (1,565)

Other - - (586)

Total977(1,373)(2,848)

9. DIVIDENDS
Unaudited

6 months to

30 Jun 2019

$’000

Unaudited

6 months to

30 Jun 2018

$’000

Audited

12 months to

31 Dec 2018

$’000

Unaudited

6 months to

30 Jun 2019

Cents per share

Unaudited

6 months to

30 Jun 2018

Cents per share

Audited

12 months to

31 Dec 2018

Cents per share

Ordinary shares

Final dividend for prior year - 7,3537,353 - 66

Interim dividend - -7,355 - -6

Dividends to non-controlling

interests in Group subsidiaries

2,1531,5763,107 - --

Total2,153 8,92917,815




10. PROPERTY, PLANT AND EQUIPMENT

11. NON-CURRENT ASSETS CLASSIFIED AS HELD FOR SALE

In June 2019, the Group’s management committed to sell the commercial building and certain plant and machinery at 220 Fryatt Street,

Dunedin. The sale is expected to be settled before 31 December 2019.


12. LEASES

Right-of-use assets


Lease liabilities - Maturity analysis

16

I

T&G Global Limited and subsidiary companies

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

Orchard Land

$’000

Properties

$’000

Glasshouses

$’000

Motor Vehicles

$’000

Plant and

equipment

$’000

Total

$’000

As at 1 January 2019 17,015 23,063 3,507 12,131 4,283 59,999

Additions - 44 - 761 363 1,168

Depreciation expense(979) (1,920) (390) (2,797) (1,342) (7,428)

As at 30 June 2019 16,036 21,187 3,117 10,095 3,304 53,739

Unaudited

6 months to

30 Jun 2019

$’000

Less than one year 9,710

Between one and five years 19,217

More than five years 25,851

Total lease payable 54,778

Current 9,710

Non-current 45,068

Unaudited

6 months to

30 Jun 2019

$’000

Unaudited

6 months to

30 Jun 2018

$’000

Audited

12 months to

31 Dec 2018

$’000

Asset acquisitions and disposals

Cost of assets acquired13,78210,49728,875

Net book value of assets disposed8,82925,42041,156

Net gain on assets disposed2,9031,7144,284

12 LEASES (CONTINUED)
Amounts recognised in the income statement


13. RECONCILIATION OF PROFIT AFTER INCOME TAX TO NET CASH FLOW FROM

OPERATING ACTIVITIES


Notes

Unaudited

6 months to

30 Jun 2019

$’000

Unaudited

6 months to

30 Jun 2018

$’000

Audited

12 months to

31 Dec 2018

$’000

Profit for the period3,9723,3398,318

Adjusted for non-cash items:

Amortisation expense7387521,481

Depreciation expense17,73510,96222,063

Effective interest on deferred consideration(154)(192)16

Movement in deferred tax(2,085)(1,843)(4,008)

Movement in provision for receivables impairment54 88131

Share of loss / (profit) of joint ventures5(25)(694)

Share of profit of associates(855)(800)(2,534)

Other movements3282,1503,629

15,76611,09220,084

Adjusted for investing and financing activities:

Bank facility and line fees1,5961,9673,721

Gain on sale of kiwifruit post-harvest and orchard assets6(3,137)(1,714)(4,814)

Gain on disposal of investments - (216)(120)

Gain on disposal of distribution centre - (1,643)

Gain on reversal of previous property, plant and equipment

revaluation changes through profit and loss

- - (600)

Loss on sale of other property, plant and equipment234 - 2,077

Impairment of assets6616 - -

(691)37(1,379)

Impact of changes in working capital items net of effects of

non-cash items and investing and financing activities:


(Increase) / decrease in debtors and prepayments(56,506)(76,727)4,021

Decrease / (increase) in biological assets20,03714,713(1,138)

Increase / (decrease) in creditors and provisions150,260197,031(2,333)

(Increase) / decrease in inventories(131,655)(144,248)12,583

(Increase) in taxation receivable (6,805)(1,952)(907)

(24,669)(11,183)(12,226)

Net cash (outflow) / inflow from operating activities

(5,622)3,28539,249

T&G Global Limited and subsidiary companies

I

17

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

Unaudited

6 months to

30 Jun 2019

$’000

Rent expense on short-term leases 647

Rent expense on leases of low-value assets 392

Interest expense on lease liabilities 1,613

18
I

T&G Global Limited and subsidiary companies

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

14. FINANCIAL INSTRUMENTS

Financial instruments by category

Financial assets

Measured at

amortised cost

$’000

Fair value

through

profit or loss

(mandatory)

$’000

Derivatives for

hedging

$’000

Equity

instruments

designated at fair

value through OCI

$’000

Total

$’000

As at 30 June 2019 (unaudited)

Cash and cash equivalents44,566 - - - 44,566

Trade and other receivables (excluding

prepayments and taxes)

199,044 - - - 199,044

Investment in unlisted entities - - - 106106

Derivative financial instruments - 814,756 - 4,837

Total

243,610814,756106248,553

As at 30 June 2018 (unaudited)

Cash and cash equivalents47,054---47,054

Trade and other receivables (excluding

prepayments and taxes)

218,936---218,936

Investment in unlisted entities---106106

Derivative financial instruments-1882,187-2,375

Total

265,9901882,187106268,471

As at 31 December 2018 (audited)

Cash and cash equivalents36,778 - - - 36,778

Trade and other receivables (excluding

prepayments and taxes)

140,533 - - - 140,533

Investment in unlisted entities - - - 106106

Derivative financial instruments - 692,679 - 2,748

Total

177,311692,679106180,165

Financial liabilities

Measured at

amortised cost

$’000

Fair value through

profit or loss

(held for trading)

$’000

Derivatives for

hedging

$’000

Total

$’000

As at 30 June 2019 (unaudited)

Borrowings233,657 - - 233,657

Trade and other payables (excluding employee entitlements

and taxes)

214,577 - - 214,577

Lease liabilities54,778 - - 54,778

Derivative financial instruments - 7311,92011,993

Total

503,0127311,920515,005

As at 30 June 2018 (unaudited)

Borrowings263,572--263,572

Trade and other payables (excluding employee entitlements

and taxes)

252,534--252,534

Lease liabilities (NZ IAS 17)540--540

Derivative financial instruments-8215,21515,297

Total

516,6468215,215531,943


As at 31 December 2018 (audited)

Borrowings149,925 - - 149,925

Trade and other payables (excluding employee entitlements

and taxes)

122,456 - - 122,456

Lease liabilities (NZ IAS 17) 348 - - 348

Derivative financial instruments - 10811,08511,193

Total

272,72910811,085283,922

18
I

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

I

19

NOTES TO THE FINANCIAL STATEMENTS

(CONTINUED)

14. FINANCIAL INSTRUMENTS (CONTINUED)

Fair value hierarchy

All financial assets and liabilities that use methods and assumptions to estimate fair value at 30 June 2019 are considered to be level 2 in

the fair value hierarchy (30 June 2018: level 2; 31 December 2018: level 2).

Valuation techniques used to value financial instruments are consistent with those used in the 2018 Annual Report.

For both the 2019 and 2018 financial years, the estimated fair values of all of the Group’s other financial assets and liabilities approximate

their carrying values.

15. CAPITAL COMMITMENTS

As at 30 June 2019, the Group is committed to the following capital expenditure:

Unaudited

30 Jun 2019

$’000

Unaudited

30 Jun 2018

$’000

Audited

31 Dec 2018

$’000

Property, plant and equipment8,2711,0487,166

Intangible assets4101713

Total

8,6811,2197,169

16. CONTINGENCIES

There has been no material change in contingent liabilities during the period.

17. SEASONALITY OF BUSINESS

The Group’s operating segments are subject to seasonal fluctuations. The Pipfruit operating segment generates most of its revenue during

the middle of the year and completes its seasonal programmes before the final quarter of the year. The Group’s other operating segments

are also impacted by the availability of fresh produce which varies during the year.

18. EVENTS AFTER THE REPORTING PERIOD

There are no material events that occurred after the reporting date that would require adjustment or disclosure in these unaudited

condensed interim financial statements.

---

2019 half-year results commentary
The first six months of 2019 has seen improvements in revenue for the International Produce division,

but also presented a challenging operating environment for T&G Global Limited and its subsidiary

companies (the Group). Volume issues and fruit quality in the Pipfruit division combined with a mild

winter and lower than average prices in the domestic market led to a decrease in revenue of $20.9

million, from $581.7 million to $560.8 million for the six-month period of January to June 2019.

Unaudited profit of $3.9 million for the six months ended 30 June 2019 represented a $0.6 million

increase from prior year. This increase was driven by a stronger gross profit margin* in the operating

business combined with a $3.1 million gain on sale realised through the Group’s strategy of recycling

non-core assets. The unaudited profit for the period also includes expenses of $2.0 million related to a

business reorganisation of the Group in early 2019.

During the year the Group applied NZ IFRS 16 Leases for the first time leading to a reduction in operating

expenses of $7.7 million. This was offset by additional depreciation and amortisation expenses of $7.4

million and additional financing expenses of $1.6 million.

Pipfruit

During the first six months of the financial year, the Group’s Pipfruit division has experienced a

challenging operating environment. Adverse weather conditions in New Zealand led to harvested apple

volumes and apple sizing being smaller than expected. Additionally, quality issues in the New Zealand

and European Pipfruit operations resulted in less fruit available to the market. Although these impacts

were offset by better pricing for the Group’s controlled apple varieties Envy™ and Jazz™, the division

saw revenue decrease $31.0 million from $329.1 million at the end of June 2018 to $298.1 million for

the period ended 30 June 2019.

With the decrease in revenue and the resulting lower gross profit, the Pipfruit division recorded a

decrease in operating profit of $1.7 million from last year’s $13.1 million to $11.4 million for the six

months ending 30 June 2019.

International Produce

The International Produce division saw an increase in its revenue compared to the same period last

year, improving by $17.7 million from $126.7 million in 2018 to $144.4 million in 2019. This

improvement was driven mainly by sales of produce exported from Australia, particularly exported

grapes. Within the domestic Australian market, the division recorded a good result from citrus and berry

sales and benefited from a strong plum programme.

Overall the International Produce division recorded a $0.2 million increase in its operating profit, from

$2.1 million in the first six months of 2018 to $2.3 million in the first six months of 2019.

New Zealand Produce

Revenue for the New Zealand Produce division decreased by $6.6 million from $111.9 million in the six

months ended 30 June 2018 to $105.3 million in the first half of 2019. This is mainly due to the

divestment of the Northland kiwifruit business during the 2018 financial year reducing the volume of

kiwifruit available to market in 2019. In addition to this, the mild start to winter in New Zealand has

caused unusually low prices on several key products, including tomatoes and most green vegetables,
impacting revenue for the first six months of 2019.

Operating result for the division remained relatively consistent with 2018 due to an increased gross

margin and a reduction of net operating expenses.

Looking ahead

Despite the difficult start to the 2019 financial year, the outlook for the remainder of the year is positive

compared to the second half of 2018, when the Group faced several operational challenges. T&G should

also begin to see the benefits of the reorganisation in the second half of 2019.

In the long-term, the Group will continue to focus on the recycling of non-core assets, investments in

future growth of Envy™ and Jazz™, and on developing new vertically integrated categories to meet the

demands of the global market.




* defined as the difference between purchases, raw materials and consumables and revenue from

external customers, as a percentage of revenue from external customers

---

Results for announcement to the market
Name of issuer T&G Global Limited and subsidiary companies

Reporting Period 6 months to 30 June 2019

Previous Reporting Period 6 months to 30 June 2018

Currency New Zealand Dollar

Amount (000s) Percentage change

Revenue from continuing

operations

$560,835 -4%

Total Revenue $560,835 -4%

Net profit/(loss) from

continuing operations

$3,972 -26%

Total net profit/(loss) $3,972 19%

Interim/Final Dividend

Amount per Quoted Equity

Security

No dividend proposed

Imputed amount per Quoted

Equity Security

Not applicable

Record Date Not applicable

Dividend Payment Date Not applicable

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$3.08 $3.04

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Please refer to the financial commentary and unaudited

condensed interim financial statements attached as part of this

announcement.

Authority for this announcement

Name of person


authorised

to make this announcement

Doug Bygrave

Contact person for this

announcement

Doug Bygrave

Contact phone number +64 9 573 8899

Contact email address Doug.Bygrave@tandg.global

Date of release through MAP


08/08/2019


Unaudited financial statements accompany this announcement.

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