PGG Wrightson Limited logo

FY2019 a transformation year for PGG Wrightson

Full Year Results12 August 2019PGWIndustrials

Key Financial Disclosures
For the year ended 30 June 2019

The financial statements contained on

pages 1 – 44 have been approved by the

Board of Directors on 12 August 2019.

Rodger Finlay

Chairman

David Cushing

Director and Audit

Committee Chairman

Changes to financial reporting

Our financial reporting has changed as a result of the sale of the Seed & Grain business to DLF Seeds A/S.

The key change is:

For the statement of profit or loss, we have removed the impact of Seed & Grain from the respective profit or loss lines

and disclosed Seed & Grain’s result in a separate discontinued operations line. Note that this treatment also applies to the

comparative period.

Please note that the statement of cash flows includes the Seed & Grain business (up until the date of sale) and the comparative

period statement of financial position (balance sheet) includes the Seed & Grain business.

PGG WRIGHTSON LIMITED
STATEMENT OF PROFIT OR LOSS

For the year ended 30 June 2019

ANNUAL REPORT 2019 | 1

2019 2018*

NOTE $000 $000

Continuing operations

Operating revenue 1 809,255 808,695

Cost of sales 2 (589,714) (588,600)

Gross profit 219,541 220,095

Other income 241 221

Employee expenses (123,311) (117,935)

Other operating expenses 3 (72,006) (67,794)

Equity accounted earnings/(losses) of investees (40) (72)

Operating EBITDA 24,425 34,515

Non-operating items (4,482) 136

Holidays Act 2003 remediation costs 18 2,303 (7,160)

Impairment and fair value adjustments 4 (3,187) (1,086)

Depreciation and amortisation expense (9,362) (6,918)

EBIT

9,697 19,487

Net interest and finance costs 5 (6,067) (6,901)

Profit from continuing operations before income tax 3,630 12,586

Income tax benefit/(expense) 6 370 (3,582)

Profit from continuing operations, net of income tax 4,000 9,004

Discontinued operations

Results from discontinued operations, net of income tax 7 (6,475) 9,883

Gain on sale of discontinued operations, net of income tax 7 134,281 –

Profit from discontinued operations, net of income tax 7 127,806 9,883

Net profit after tax 131,806 18,887

Profit attributable to:

Shareholders of the Company 131,123 17,964

Non-controlling interest 683 923

Net profit after tax 131,806 18,887

Earnings per share

Basic earnings per share (New Zealand Dollars) 8 0.174 0.024

Continuing operations

Basic earnings per share (New Zealand Dollars) 8 0.005 0.012

* The 2018 comparatives have been restated to present Seed & Grain as a discontinued operation and for NZ IFRS 15.

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

KEY FINANCIAL DISCLOSURES
2 | PGG WRIGHTSON LIMITED

PGG WRIGHTSON LIMITED

STATEMENT OF OTHER COMPREHENSIVE INCOME

For the year ended 30 June 2019

2019 2018

NOTE $000 $000

Net profit after tax 131,806 18,887

Other comprehensive income/(loss) for continuing operations

Items that will never be reclassified to profit or loss

Changes in fair value of equity instruments 21 –

Remeasurements of defined benefit liability 19 (6,101) 2,746

Deferred tax on remeasurements of defined benefit liability 6 703 (961)

(5,377) 1,785

Items that are or may be reclassified to profit or loss

Foreign currency translation differences for foreign operations (884) 6,408

(884) 6,408

Other comprehensive income/(loss) for the period, net of income tax (6,261) 8,193

Other comprehensive income/(loss) for discontinued operations

Changes in asset revaluation reserve 403 –

403 –

Total comprehensive income for the period 125,948 27,080

Total comprehensive income/(loss) attributable to:

Shareholders of the Company 125,282 26,307

Non-controlling interest 666 773

Total comprehensive income for the period 125,948 27,080

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

ANNUAL REPORT 2019 | 3
PGG WRIGHTSON LIMITED

SEGMENT REPORT

For the year ended / as at 30 June 2019

(a) Operating Segments

Following the sale of Seed & Grain and its reclassification to

discontinued operations, the Group has two primary operating

segments, Agency and Retail & Water, which are the Group’s strategic

divisions. Agency and Retail & Water operate within New Zealand.

The two operating segments offer different products and services,

and are managed separately because they require different skills,

technology and marketing strategies. There is a Group General

Manager for each segment. Within each segment, further business unit

analysis may be provided to management where there are significant

differences in the nature of activities. The Chief Executive Officer or

Chairman of the Board reviews internal management reports on each

strategic business unit on at least a monthly basis.

The Group’s segments are described below:

– Agency: Includes rural Livestock trading activities, Export

Livestock, Wool, Insurance, Real Estate and Finance Commission.

– Retail & Water: Includes the Rural Supplies and Fruitfed retail

operations, PGG Wrightson Water, PGW Consulting, Agritrade and

ancillary sales support, supply chain and marketing functions.

– Other: Other non-segmented amounts relate to certain Group

Corporate activities including Finance, Treasury, HR and other

support services (including corporate property services) and

include consolidation/elimination adjustments.

– Discontinued operations: Pertains to PGG Wrightson Seeds

Holdings Limited together with its subsidiaries and investments

in jointly controlled entities (formerly the Seed & Grain segment),

and PGW Rural Capital Limited. Seed & Grain includes Australasia

(New Zealand and Australian manufacturing and distribution of

forage seed and turf, sale of cereal seed, grain trading, international

trading and seed production), South America (various related

activities in the developing seeds markets including the sale of

pasture and crop seed and farm inputs, together with operations

in the areas of livestock, real estate and irrigation) and other Seed &

Grain (research and development and corporate seeds).

Assets and liabilities allocated to each business unit combine to form

total assets and liabilities for the Agency and Retail & Water business

segments. Certain other assets and liabilities are held at a Corporate

level including those for the Corporate functions noted above.

The profit/(loss) for each business unit combines to form total profit/

(loss) of the Agency and Retail & Water business segments. Certain

other revenues and expenses are recorded at the Corporate level for

the Corporate functions noted above.

”Other” cost allocation

The Group applies an allocation methodology which allocates certain

corporate costs to an operating segment where they can be directly

attributed to that segment or based on the use of the following

methods:

– IT hardware, support, licence and other costs are attributed based

on a per user basis.

– Property costs which are not directly attributable are allocated on a

property space utilisation basis.

– Business operations costs (Accounts Payable, Accounts Receivable,

Call Centre) are allocated based on FTE usage by each operating

segment or transactional volumes. Credit Services costs are

allocated based on the operating segment to which overdue

accounts relate.

Other costs including non-operating items, impairment and fair value

adjustments, net interest and finance costs, income tax expense as

well as the reporting of discontinued operations are not fully allocated

by the Group across the operating segments. The Group Finance, Risk

and Assurance, Treasury, HR, Credit and the Executive Team functions

continue to be reported outside of the operating segments.

(b) Geographical Segment Information

Following the sale of Seed & Grain and its reclassification to

discontinued operations, the Group operates within New Zealand only

and its revenue is primarily derived from New Zealand.

KEY FINANCIAL DISCLOSURES
4 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 5

PGG WRIGHTSON LIMITED

SEGMENT REPORT CONTINUED

For the year ended / as at 30 June 2019

(c) Operating Segment Information

AGENCY RETAIL & WATER OTHER DISCONTINUED OPERATIONS TOTA L


2019 2018* 2019 2018* 2019 2018* 2019 2018* 2019 2018*


$000 $000 $000 $000 $000 $000 $000 $000 $000 $000

Total external operating revenues 193,843 200,574 611,732 603,816 3,680 4,305 – – 809,255 808,695

Operating EBITDA 15,394 20,112 19,626 23,810 (10,595) (9,407) – – 24,425 34,515

Non-operating items

(665) 688 (406) 590 (3,411) (1,141) – – (4,482) 136

Holidays Act 2003 remediation costs

752 (2,441) 1,724 (3,422) (173) (1,297) – – 2,303 (7,160)

Impairment and fair value adjustments

(2,286) (1,087) – – (901) – – – (3,187) (1,086)

Depreciation and amortisation expense

(1,740) (1,086) (5,016) (3,097) (2,606) (2,735) – – (9,362) (6,918)

EBIT

11,455 16,186 15,928 17,881 (17,686) (14,580) – – 9,697 19,487

Net interest and finance costs

1,460 (1,388) (357) 385 (7,170) (5,898) – – (6,067) (6,901)

Profit/(loss) from continuing operations before income tax

12,915 14,798 15,571 18,266 (24,856) (20,478) – – 3,630 12,586

Income tax benefit/(expense)

(3,315) (4,366) (3,926) (4,680) 7,611 5,464 – – 370 (3,582)

Profit/(loss) from continuing operations, net of income tax

9,600 10,432 11,645 13,586 (17,245) (15,014) – – 4,000 9,004

Discontinued operations

– – – – – – 127,806 9,883 127,806 9,883

Net profit after tax

9,600 10,432 11,645 13,586 (17,245) (15,014) 127,806 9,883 131,806 18,887

Segment assets 168,921 161,378 156,643 149,107 236,391 16,599 1,202 414,603 563,157 741,687

Investment in equity accounted investees

– – – – 71 59 – 14,264 71 14,323

Assets held for sale

– – 218 218 2,108 2,398 – – 2,326 2,616

Total segment assets

168,921 161,378 156,861 149,325 238,570 19,055 1,202 428,867 565,554 758,626

Total segment liabilities (82,021) (87,182) (75,214) (82,109) (10,055) (137,728) – (164,145) (167,290) (471,164)

Capital expenditure 2,857 3,212 5,064 9,689 2,736 3,326 7,251 13,204 17,908 29,431

*

The 2018 comparatives have been restated to present Seed & Grain as a discontinued operation and for NZ IFRS 15.

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

KEY FINANCIAL DISCLOSURES

4 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 5

PGG WRIGHTSON LIMITED

SEGMENT REPORT CONTINUED

For the year ended / as at 30 June 2019

(c) Operating Segment Information

AGENCY RETAIL & WATER OTHER DISCONTINUED OPERATIONS TOTA L

2019 2018* 2019 2018* 2019 2018* 2019 2018* 2019 2018*

$000 $000 $000 $000 $000 $000 $000 $000 $000 $000

Total external operating revenues 193,843 200,574 611,732 603,816 3,680 4,305 – – 809,255 808,695

Operating EBITDA 15,394 20,112 19,626 23,810 (10,595) (9,407) – – 24,425 34,515

Non-operating items (665) 688 (406) 590 (3,411) (1,141) – – (4,482) 136

Holidays Act 2003 remediation costs 752 (2,441) 1,724 (3,422) (173) (1,297) – – 2,303 (7,160)

Impairment and fair value adjustments (2,286) (1,087) – – (901) – – – (3,187) (1,086)

Depreciation and amortisation expense (1,740) (1,086) (5,016) (3,097) (2,606) (2,735) – – (9,362) (6,918)

EBIT 11,455 16,186 15,928 17,881 (17,686) (14,580) – – 9,697 19,487

Net interest and finance costs 1,460 (1,388) (357) 385 (7,170) (5,898) – – (6,067) (6,901)

Profit/(loss) from continuing operations before income tax 12,915 14,798 15,571 18,266 (24,856) (20,478) – – 3,630 12,586

Income tax benefit/(expense) (3,315) (4,366) (3,926) (4,680) 7,611 5,464 – – 370 (3,582)

Profit/(loss) from continuing operations, net of income tax 9,600 10,432 11,645 13,586 (17,245) (15,014) – – 4,000 9,004

Discontinued operations – – – – – – 127,806 9,883 127,806 9,883

Net profit after tax 9,600 10,432 11,645 13,586 (17,245) (15,014) 127,806 9,883 131,806 18,887

Segment assets 168,921 161,378 156,643 149,107 236,391 16,599 1,202 414,603 563,157 741,687

Investment in equity accounted investees – – – – 71 59 – 14,264 71

14,323

Assets held for sale – – 218 218 2,108 2,398 – – 2,326 2,616

Total segment assets 168,921 161,378 156,861 149,325 238,570 19,055 1,202 428,867 565,554 758,626

Total segment liabilities (82,021) (87,182) (75,214) (82,109) (10,055) (137,728) – (164,145) (167,290) (471,164)

Capital expenditure 2,857 3,212 5,064 9,689 2,736 3,326 7,251 13,204 17,908 29,431

* The 2018 comparatives have been restated to present Seed & Grain as a discontinued operation and for NZ IFRS 15.

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

KEY FINANCIAL DISCLOSURES

4 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 5

PGG WRIGHTSON LIMITED

SEGMENT REPORT CONTINUED

For the year ended / as at 30 June 2019

(c) Operating Segment Information

AGENCY RETAIL & WATER OTHER DISCONTINUED OPERATIONS TOTA L

2019 2018* 2019 2018* 2019 2018* 2019 2018* 2019 2018*

$000 $000 $000 $000 $000 $000 $000 $000 $000 $000

Total external operating revenues 193,843 200,574 611,732 603,816 3,680 4,305 – – 809,255 808,695

Operating EBITDA 15,394 20,112 19,626 23,810 (10,595) (9,407) – – 24,425 34,515

Non-operating items (665) 688 (406) 590 (3,411) (1,141) – – (4,482) 136

Holidays Act 2003 remediation costs 752 (2,441) 1,724 (3,422) (173) (1,297) – – 2,303 (7,160)

Impairment and fair value adjustments (2,286) (1,087) – – (901) – – – (3,187) (1,086)

Depreciation and amortisation expense (1,740) (1,086) (5,016) (3,097) (2,606) (2,735) – – (9,362) (6,918)

EBIT 11,455 16,186 15,928 17,881 (17,686) (14,580) – – 9,697 19,487

Net interest and finance costs 1,460 (1,388) (357) 385 (7,170) (5,898) – – (6,067) (6,901)

Profit/(loss) from continuing operations before income tax 12,915 14,798 15,571 18,266 (24,856) (20,478) – – 3,630 12,586

Income tax benefit/(expense) (3,315) (4,366) (3,926) (4,680) 7,611 5,464 – – 370 (3,582)

Profit/(loss) from continuing operations, net of income tax 9,600 10,432 11,645 13,586 (17,245) (15,014) – – 4,000 9,004

Discontinued operations – – – – – – 127,806 9,883 127,806 9,883

Net profit after tax 9,600 10,432 11,645 13,586 (17,245) (15,014) 127,806 9,883 131,806 18,887

Segment assets 168,921 161,378 156,643 149,107 236,391 16,599 1,202 414,603 563,157 741,687

Investment in equity accounted investees – – – – 71 59 – 14,264 71 14,323

Assets held for sale – – 218 218 2,108 2,398 – – 2,326 2,616

Total segment assets 168,921 161,378 156,861 149,325 238,570 19,055 1,202 428,867 565,554 758,626

Total segment liabilities (82,021) (87,182) (75,214) (82,109) (10,055) (137,728) – (164,145) (167,290) (471,164)

Capital expenditure 2,857 3,212 5,064 9,689 2,736 3,326 7,251 13,204 17,908 29,431

* The 2018 comparatives have been restated to present Seed & Grain as a discontinued operation and for NZ IFRS 15.

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

KEY FINANCIAL DISCLOSURES

4 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 5

PGG WRIGHTSON LIMITED

SEGMENT REPORT CONTINUED

For the year ended / as at 30 June 2019

(c) Operating Segment Information

AGENCY RETAIL & WATER OTHER DISCONTINUED OPERATIONS TOTA L

2019 2018* 2019 2018* 2019 2018* 2019 2018* 2019 2018*

$000 $000 $000 $000 $000 $000 $000 $000 $000 $000

Total external operating revenues 193,843 200,574 611,732 603,816 3,680 4,305 – – 809,255 808,695

Operating EBITDA 15,394 20,112 19,626 23,810 (10,595) (9,407) – – 24,425 34,515

Non-operating items (665) 688 (406) 590 (3,411) (1,141) – – (4,482) 136

Holidays Act 2003 remediation costs 752 (2,441) 1,724 (3,422) (173) (1,297) – – 2,303 (7,160)

Impairment and fair value adjustments (2,286) (1,087) – – (901) – – – (3,187) (1,086)

Depreciation and amortisation expense (1,740) (1,086) (5,016) (3,097) (2,606) (2,735) – – (9,362) (6,918)

EBIT 11,455 16,186 15,928 17,881 (17,686) (14,580) – – 9,697 19,487

Net interest and finance costs 1,460 (1,388) (357) 385 (7,170) (5,898) – – (6,067) (6,901)

Profit/(loss) from continuing operations before income tax 12,915 14,798 15,571 18,266 (24,856) (20,478) – – 3,630 12,586

Income tax benefit/(expense) (3,315) (4,366) (3,926) (4,680) 7,611 5,464 – – 370 (3,582)

Profit/(loss) from continuing operations, net of income tax 9,600 10,432 11,645 13,586 (17,245) (15,014) – – 4,000 9,004

Discontinued operations – – – – – – 127,806 9,883 127,806 9,883

Net profit after tax 9,600 10,432 11,645 13,586 (17,245) (15,014) 127,806 9,883 131,806 18,887

Segment assets 168,921 161,378 156,643 149,107 236,391 16,599 1,202 414,603 563,157 741,687

Investment in equity accounted investees – – – – 71 59 – 14,264

71 14,323

Assets held for sale – – 218 218 2,108 2,398 – – 2,326 2,616

Total segment assets 168,921 161,378 156,861 149,325 238,570 19,055 1,202 428,867 565,554 758,626

Total segment liabilities (82,021) (87,182) (75,214) (82,109) (10,055) (137,728) – (164,145) (167,290) (471,164)

Capital expenditure 2,857 3,212 5,064 9,689 2,736 3,326 7,251 13,204 17,908 29,431

* The 2018 comparatives have been restated to present Seed & Grain as a discontinued operation and for NZ IFRS 15.

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

KEY FINANCIAL DISCLOSURES

4 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 5

PGG WRIGHTSON LIMITED

SEGMENT REPORT CONTINUED

For the year ended / as at 30 June 2019

(c) Operating Segment Information

AGENCY RETAIL & WATER OTHER DISCONTINUED OPERATIONS TOTA L

2019 2018* 2019 2018* 2019 2018* 2019 2018* 2019 2018*

$000 $000 $000 $000 $000 $000 $000 $000 $000 $000

Total external operating revenues 193,843 200,574 611,732 603,816 3,680 4,305 – – 809,255 808,695

Operating EBITDA 15,394 20,112 19,626 23,810 (10,595) (9,407) – – 24,425 34,515

Non-operating items (665) 688 (406) 590 (3,411) (1,141) – – (4,482) 136

Holidays Act 2003 remediation costs 752 (2,441) 1,724 (3,422) (173) (1,297) – – 2,303 (7,160)

Impairment and fair value adjustments (2,286) (1,087) – – (901) – – – (3,187) (1,086)

Depreciation and amortisation expense (1,740) (1,086) (5,016) (3,097) (2,606) (2,735) – – (9,362) (6,918)

EBIT 11,455 16,186 15,928 17,881 (17,686) (14,580) – – 9,697 19,487

Net interest and finance costs 1,460 (1,388) (357) 385 (7,170) (5,898) – – (6,067) (6,901)

Profit/(loss) from continuing operations before income tax 12,915 14,798 15,571 18,266 (24,856) (20,478) – – 3,630 12,586

Income tax benefit/(expense) (3,315) (4,366) (3,926) (4,680) 7,611 5,464 – – 370 (3,582)

Profit/(loss) from continuing operations, net of income tax 9,600 10,432 11,645 13,586 (17,245) (15,014) – – 4,000 9,004

Discontinued operations – – – – – – 127,806 9,883 127,806 9,883

Net profit after tax 9,600 10,432 11,645 13,586 (17,245) (15,014) 127,806 9,883 131,806 18,887

Segment assets 168,921 161,378 156,643 149,107 236,391 16,599 1,202 414,603 563,157 741,687

Investment in equity accounted investees – – – – 71 59 – 14,264 71

14,323

Assets held for sale – – 218 218 2,108 2,398 – – 2,326 2,616

Total segment assets 168,921 161,378 156,861 149,325 238,570 19,055 1,202 428,867 565,554 758,626

Total segment liabilities (82,021) (87,182) (75,214) (82,109) (10,055) (137,728) – (164,145) (167,290) (471,164)

Capital expenditure 2,857 3,212 5,064 9,689 2,736 3,326 7,251 13,204 17,908 29,431

* The 2018 comparatives have been restated to present Seed & Grain as a discontinued operation and for NZ IFRS 15.

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

KEY FINANCIAL DISCLOSURES
6 | PGG WRIGHTSON LIMITED

PGG WRIGHTSON LIMITED

STATEMENT OF CASH FLOWS

For the year ended 30 June 2019

2019 2018

NOTE $000 $000

Cash flows from operating activities

Cash was provided from:

Receipts from customers 1,226,807 1,214,939

Dividends received 2 3

Interest received 6,399 5,225

1,233,208 1,220,167

Cash was applied to:

Payments to suppliers and employees (1,248,659) (1,190,563)

Lump sum contributions to defined benefit plans (ESCT inclusive) (10,274) (2,842)

Interest paid (8,322) (8,550)

Income tax paid (14,954) (12,446)

(1,282,209) (1,214,401)

Net cash inflow/(outflow) from operating activities (49,001) 5,766

Cash flows from investing activities

Cash was provided from:

Proceeds from sale of property, plant and equipment and assets held for sale 624 3,407

Cash acquired on purchase of investments 1,523 –

Net proceeds from sale of investments 425,851 111

427,998 3,518

Cash was applied to:

Purchase of property, plant and equipment (11,571) (15,183)

Purchase of intangibles (4,934) (7,974)

Investment sale costs (6,799) –

Cash disposed on sale of investments (25,414) –

Net cash paid for purchase of investments – (1,215)

(48,718) (24,372)

Net cash inflow/(outflow) from investing activities 379,280 (20,854)

Cash flows from financing activities

Cash was provided from:

Increase in external borrowings and bank overdraft – 42,499

Repayment of loans by related parties – 3,441

– 45,940

Cash was applied to:

Share repurchase and cancellation (6) –

Dividends paid to shareholders (15,267) (28,570)

Dividends paid to minority interests (1,189) (759)

Repayment of external borrowings and bank overdraft (114,252) –

(130,714) (29,329)

Net cash inflow/(outflow) from financing activities (130,714) 16,611

Net increase/(decrease) in cash held 199,565 1,523

Opening cash 10,926 9,403

Cash and cash equivalents 9 210,491 10,926

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

ANNUAL REPORT 2019 | 7
PGG WRIGHTSON LIMITED

RECONCILIATION OF PROFIT AFTER TAX

WITH NET CASH FLOW FROM OPERATING ACTIVITIES

For the year ended 30 June 2019

2019 2018

$000 $000

Net profit after tax 131,806 18,887

Add/(deduct) non-cash/non-operating items:

Depreciation, amortisation and impairment 13,891 12,974

Fair value adjustments 4,079 3,877

Net (profit)/loss on sale of assets/investments (134,218) (1,746)

Bad debts written off (net) 2,519 429

Change in deferred taxation 2,111 (1,114)

Earnings from equity accounted investees 6,412 1,885

Defined benefit expense (817) 142

Effect of foreign exchange movements (5,879) 3,618

Pension contributions (operating cash) not expensed through profit and loss (10,274) (2,842)

Other non-cash/non-operating items (2,357) (2,491)

7,273 33,619

Add/(deduct) movement in working capital items:

Change in working capital due to sale/purchase of businesses (199,376) (2,683)

Change in working capital due to balance sheet reclassification (24,957) –

Change in inventories and biological assets 176,575 (7,374)

Change in accounts receivable and prepayments 110,893 (45,081)

Change in trade creditors, provisions and accruals (112,759) 19,360

Change in income tax payable/receivable (4,997) 3,326

Change in other current assets/liabilities (1,653) 4,599

(56,274) (27,853)

Net cash flow from operating activities

(49,001) 5,766

The accompanying notes form an integral part of these financial statements

KEY FINANCIAL DISCLOSURES
8 | PGG WRIGHTSON LIMITED

PGG WRIGHTSON LIMITED

STATEMENT OF FINANCIAL POSITION

As at 30 June 2019

2019 2018

NOTE $000 $000

ASSETS

Current

Cash and cash equivalents 9 210,491 10,926

Short-term derivative assets 10 614 827

Trade and other receivables 11 145,881 267,627

Finance receivables – 733

Go livestock receivables 12 47,754 39,419

Assets classified as held for sale 2,326 2,616

Biological assets 35 911

Inventories 13 85,969 262,538

Other investments 15 – 30

Intangible assets 16 2,222 2,641

Total current assets 495,292 588,268

Non-current

Long-term derivative assets 10 387 20

Biological assets 12 –

Deferred tax asset 6 9,976 16,259

Investments in equity accounted investees 71 14,323

Other investments 15 470 2,520

Intangible assets 16 14,644 13,017

Property, plant and equipment 17 44,702 124,220

Total non-current assets 70,262 170,359

Total assets 565,554 758,626

LIABILITIES

Current

Debt due within one year 9 2,680 30,806

Short-term derivative liabilities 10 280 3,645

Accounts payable and accruals 18 155,903 267,096

Income tax payable 851 6,751

Defined benefit liability 19 – 905

Total current liabilities 159,714 309,203

Non-current

Long-term debt 9 – 149,205

Long-term derivative liabilities 10 62 966

Other long-term provisions 18 1,631 2,121

Defined benefit liability 19 5,883 9,669

Total non-current liabilities 7,576 161,961

Total liabilities

167,290 471,164

EQUITY

Share capital 30 606,318 606,324

Reserves 30 10,424 8,647

Retained earnings 30 (218,478) (329,987)

Total equity attributable to shareholders of the Company 398,264 284,984

Non-controlling interest – 2,478

Total equity 398,264 287,462

Total liabilities and equity

565,554 758,626

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

ANNUAL REPORT 2019 | 9
Additional Financial Disclosures

including Notes to the Financial Statements for the year ended 30 June 2019

10 | PGG WRIGHTSON LIMITED
PGG WRIGHTSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

1 OPERATING REVENUE

2019 2018*

$000 $000

Sales 677,453 666,855

Commissions 105,355 107,368

Construction contract revenue 20,985 29,627

Interest revenue on Go livestock product receivables 3,900 3,397

Debtor interest charges 1,562 1,448

Total operating revenue 809,255 808,695

Income Recognition Accounting Policies

NZ IFRS 15 Revenue from Contracts with Customers

The Group has initially applied NZ IFRS 15 from 1 July 2018. Comparatives have been restated to reflect the requirements for this new

standard.

The effect of applying this standard is the reclassification of $2.16 million of rebate expense from Cost of Sales to Sales Revenue for the year

ended 30 June 2019 (2018: $2.36 million). There is no impact to Retained Earnings upon the adoption of this standard.

Recognition of Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably

measured. The following specific recognition criteria must also be met before revenue is recognised.

Sales Revenue

Sales revenue comprises the sale value of transactions where the Group acts as a principal.

Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns and allowances,

trade discounts and volume rebates.

Revenue is recognised at a point in time when the single performance obligation is satisfied and control has been transferred to the buyer,

which is generally upon delivery. Control is transferred when the risks and rewards of ownership has been transferred to the customer,

the recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no

continuing management involvement with the goods.

The Group offers a range of payment terms, and in some cases can be up to 12 months. The Company does not recognise a financing

element for contracts with terms of 12 months or less.

When part of the Group’s performance obligation in selling its products is to arrange freight and/or insurance, the Group is considered to be

acting as an agent and these costs are recognised net against freight recoveries.

The Group offers warranties and returns as required by New Zealand law and/or per the terms and conditions of the contracts with

customers. The Group recognises the obligations under these warranties as a provision.

Commission Revenue

Commission revenue comprises commission for transactions where the Group acts as an agent. For agency commissions, the Group

does not take inventory risk or title for inventories, or for the Group’s Livestock and Real Estate businesses, biological assets and properties

respectively. The Group also generates commissions from the successful referral of clients to unrelated lending and insurance partners.

Revenue is recognised at a point in time upon completion of service.

Construction Contract Revenue

Construction services are provided to customers in the Water business. Most contracts contain a single performance obligation. The size

and duration of the contracts can vary significantly and customers are invoiced as work progresses.

The Group accounts for revenue over time, which best depicts the pattern of transfer of the construction services to the customer. The

Group uses an input method to recognise revenue based on a percentage of cost completed.

Interest and Similar Income and Expense

For all financial instruments measured at amortised cost, interest income or expense is recorded at the effective interest rate, which is the

rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument or a shorter

period, where appropriate, to the net carrying amount of the financial asset or financial liability. The calculation takes into account all

contractual terms of the financial instrument (for example, prepayment options) and includes any fees or incremental costs that are directly

attributable to the instrument and are an integral part of the effective interest rate, but not future credit losses.

Once the recorded value of a financial asset or a group of similar financial assets has been reduced due to an impairment loss, interest

income continues to be recognised using the original effective interest rate applied to the new carrying amount.

The Group recognises interest revenue, management fees, and establishment fees on an accruals basis when the services are rendered

using the effective interest rate method.

* The 2018 comparatives have been restated to present Seed & Grain as a discontinued operation and for NZ IFRS 15.

ANNUAL REPORT 2019 | 11
PGG WRIGHTSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2019

2 COST OF SALES

2019 2018*

NOTE $000 $000

Cost of Sales includes the following items by nature:

Depreciation and amortisation 182 172

Employee benefits including commissions 30,710 32,420

Inventories, finished goods, work in progress, raw materials and consumables 13 483,853 472,912

Other 74,969 83,096

589,714 588,600

3 OTHER OPERATING EXPENSES

2019 2018*

$000 $000

Other operating expenses includes the following items:

Audit of annual financial statements of the Company - KPMG** 290 276

Other non-audit services provided by KPMG:

– Trust account audit of PGG Wrightson Real Estate Limited 12 12

– Review of charging group consolidation for bank syndicate 2 2

Directors’ fees 718 767

Donations 1 1

Doubtful debts – (decrease)/increase in provision for doubtful debts 1,072 529

Net doubtful debts – bad debts written off/(recovered) 485 (543)

IT & telecommunications costs 9,829 10,719

Marketing 4,037 4,195

Motor vehicle costs 6,588 5,700

Rental and operating lease costs 21,904 22,041

Occupancy costs (excluding rental and operating lease) 5,027 5,129

Other staff costs 7,546 6,416

Other expenses 14,495 12,550

72,006 67,794

** The Group has paid additional fees to KPMG which have been disclosed separately within the results of discontinued operations. These additional

amounts are:

– FY19: $0.34 million for the audit of PGG Wrightson Seeds Holdings Limited’s balance sheets as part of the sale of the Seed & Grain segment and for the

audit of annual financial statements of the subsidiaries and equity accounted investees within the Seed & Grain segment.

– FY18: $0.13 million for the audit of annual financial statements of the subsidiaries and equity accounted investees within the Seed & Grain segment.

4 IMPAIRMENT AND FAIR VALUE ADJUSTMENTS

2019 2018*

$000 $000

Biological assets (26) (16)

Impairment – Property, plant and equipment (2,260) (1,070)

Impairment – Assets held for sale (181) –

Impairment – Investment in equity accounted investee (720) –

(3,187) (1,086)

* The 2018 comparatives have been restated to present Seed & Grain as a discontinued operation and for NZ IFRS 15.

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

5 INTEREST – FINANCE INCOME AND EXPENSE

2019 2018*

$000 $000

Finance income contains the following items:

Other interest income 771 214

Finance income 771 214

Interest funding contains the following items:

Interest on loans and overdrafts (4,928) (3,857)

Net interest on interest rate derivatives (761) (533)

Fair value change on interest rate derivatives 535 (42)

Effective interest on defined benefit pension ESCT payments (299) (401)

Other interest expense (312) (32)

Bank facility fees (1,885) (1,215)

Interest funding expense (7,650) (6,080)

Foreign exchange contains the following items:

Net gain/(loss) on foreign denominated items (423) 13

Fair value change on foreign exchange derivatives 1,235 (1,048)

Foreign exchange income/(expense) 812 (1,035)

Net interest and finance costs

(6,067) (6,901)

Fair Value Change on Foreign Exchange Derivatives Accounting Policies

The Group undertakes transactions denominated in foreign currencies and exposure to movements in foreign currency arises from these

activities. The Group uses forward, spot foreign exchange contracts and foreign exchange options to manage these exposures. These

derivatives are recorded at their fair value with mark-to-market fair value movements flowing through fair value change on foreign

exchange derivatives in the profit or loss. A portion of the underlying hedged future sale or purchase transactions have not yet been

recognised by the Group. For this portion, no corresponding offsetting net gain/(loss) on foreign denominated items has been recognised.

* The 2018 comparatives have been restated to present Seed & Grain as a discontinued operation and for NZ IFRS 15.

12 | PGG WRIGHTSON LIMITED

Refer to
Accounting

Policies

– page 15.

PGG WRIGHTSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2019

6 INCOME TAXES

2019 2018*

$000 $000

(a) Income tax expense recognised in Profit or Loss

Current tax benefit/(expense)

Current year 1,982 (5,898)

Adjustments for prior years 612 40

2,594 (5,858)

Deferred tax benefit/(expense)

Origination and reversal of temporary differences (2,559) 1,999

Adjustments for prior years 335 277

(2,224) 2,276

Income tax benefit/(expense)

370 (3,582)

2019 2018*

$000 $000

Profit from continuing operations before income tax 3,630 12,586

Income tax using the Company’s domestic tax rate (1,016) (3,524)

Non-deductible expenditure (768) (1,157)

Tax exempt income and defined benefit scheme contributions 1,037 501

Tax credits 170 281

Over/(under) provided in prior years 947 317

Income tax benefit/(expense)

370 (3,582)

(b) Income tax recognised directly in equity

2019 2018*

$000 $000

Deferred tax on movement of actuarial gains/losses on employee benefit plans 703 (961)

Deferred tax on transition adjustment upon adoption of NZ IFRS 9 126 –

Total income tax (expense)/benefit recognised directly in equity 829 (961)

* The 2018 comparatives have been restated to present Seed & Grain as a discontinued operation and for NZ IFRS 15.

ANNUAL REPORT 2019 | 13

Refer to
Accounting

Policies

– page 15.

PGG WRIGHTSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

6 INCOME TAXES (CONTINUED)

(c) Recognised deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:

ASSETS ASSETS LIABILITIES LIABILITIES NET NET

2019 2018 2019 2018 2019 2018

$000 $000 $000 $000 $000 $000

Property, plant and equipment 818 – – (162) 818 (162)

Intangible assets – – (759) (97) (759) (97)

Employee benefits 6,294 10,689 – – 6,294 10,689

Provisions 3,623 5,596 – (718) 3,623 4,878

Other items – 951 – – – 951

Deferred tax asset/(liability) 10,735 17,236 (759) (977) 9,976 16,259

RECOGNISED RECOGNISED IN RECOGNISED IN

IN PROFIT IN PROFIT OTHER RECOGNISED ACQUISITION /

BALANCE OR LOSS OR LOSS COMPREHENSIVE IN RETAINED SALE OF BALANCE

1 JUL 2018 (CONTINUING) (DISCONTINUED) INCOME EARNINGS SUBSIDIARIES 30 JUN 2019

$000 $000 $000 $000 $000 $000 $000

Property, plant (162) 1,175 (983) – – 788 818

and equipment

Intangible assets (97) (524) 2,600 – – (2,738) (759)

Employee benefits 10,689 (3,973) (329) 703 – (796) 6,294

Provisions 4,878 1,098 (2,582) – 126 103 3,623

Other items 951 – – – – (951) –

16,259 (2,224) (1,294) 703 126 (3,594) 9,976

RECOGNISED RECOGNISED IN RECOGNISED IN

IN PROFIT IN PROFIT OTHER RECOGNISED ACQUISITION /

BALANCE OR LOSS OR LOSS COMPREHENSIVE IN RETAINED SALE OF BALANCE

1 JUL 2017 (CONTINUING) (DISCONTINUED) INCOME EARNINGS SUBSIDIARIES 30 JUN 2018

$000 $000 $000 $000 $000 $000 $000

Property, plant (518) 236 120 – – – (162)

and equipment

Intangible assets (455) 269 89 – – – (97)

Employee benefits 9,635 1,421 594 (961) – – 10,689

Provisions 5,096 350 (568) – – – 4,878

Other items 1,387 – (436) – – – 951

15,145 2,276 (201) (961) – – 16,259

14 | PGG WRIGHTSON LIMITED

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2019

6 INCOME TAXES (CONTINUED)

(d) Unrecognised tax losses and temporary differences

At 30 June 2019, the Group has no unrecognised deferred tax assets relating to tax losses and temporary differences (2018: $7.44 million and $2.64

million, respectively). The unrecognised deferred tax assets in the comparative period relate to the Australian and South American subsidiaries of

the Group sold during the current period.

(e) Imputation credits

The Group has $7.1 million imputation credits as at 30 June 2019 (2018: $3.58 million). This balance includes the third provisional tax instalment

made in July 2019 in respect of the year ended 30 June 2019.

Income Tax Accounting Policies

Income tax expense comprises current and deferred taxation and is recognised in profit or loss except to the extent that it relates to items

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

equity. 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 tax payable with respect to previous periods.

Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying amounts of assets

and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:

– the initial recognition of goodwill

– differences relating to subsidiaries, associates and jointly controlled entities to the extent that they will probably 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 substantially enacted at the reporting date.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which temporary

differences can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer

probable that the related tax benefit will be recognised.

7 DISCONTINUED OPERATIONS

(a) Seed & Grain segment

On 1 May 2019, the Group settled the sale of shares of its subsidiary, PGG Wrightson Seeds Holdings Limited. The share sale represents the sale

of the Group’s Seed & Grain segment. The sale price was $425.82 million and included interest of $12.58 million. The gain on sale (net of tax) of

$134.28 million is included within profits from discontinued operations.

In the Statement of Profit or Loss for both the current and comparative periods, the result for the Seed & Grain segment is shown within

discontinued operation and is disclosed separately from continuing operations.

(b) PGW Rural Capital Limited (PGWRC)

The discontinued operations also pertain to the Group’s wholly owned subsidiary, PGWRC, which was established during 2012 to hold and recover

certain excluded loans related to the sale of the Group’s finance subsidiary, PGG Wrightson Finance Limited.

ANNUAL REPORT 2019 | 15

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

7 DISCONTINUED OPERATIONS (CONTINUED)

(c) Results from discontinued operations were as follows:

SEED & GRAIN PGWRC TOTAL

PERIOD TO

30 APRIL 2019 2018 2019 2018 2019 2018

$000 $000 $000 $000 $000 $000

Total segment revenue 434,338 449,495 – 1 434,338 449,496

Intersegment revenue (63,675) (63,532) – – (63,675) (63,532)

Total external operating revenue 370,663 385,963 – 1 370,663 385,964

Total external cost of sales (259,681) (256,369) – – (259,681) (256,369)

Gross profit 110,982 129,594 – 1 110,982 129,595

Other operating expenses (90,503) (92,123) (117) 690 (90,620) (91,433)

Equity accounted earnings/(losses) of investees (6,372) (1,812) – – (6,372) (1,812)

Operating EBITDA 14,107 35,659 (117) 691 13,990 36,350

Non–operating items (1,867) (217) – – (1,867) (217)

Holidays Act 2003 remediation costs 338 (1,066) – – 338 (1,066)

Impairment and fair value adjustments (892) (2,790) – – (892) (2,790)

Depreciation and amortisation expense (3,287) (6,056) – – (3,287) (6,056)

EBIT 8,399 25,530 (117) 691 8,282 26,221

Net interest and finance costs (4,481) (7,261) – – (4,481) (7,261)

Result from discontinued activities before tax 3,918 18,269 (117) 691 3,801 18,960

Income tax benefit/(expense) (10,309) (8,878) 33 (199) (10,276) (9,077)

Result from discontinued activities, net of tax (6,391) 9,391 (84) 492 (6,475) 9,883

Gain on sale of discontinued operations

Gain on sale of discontinued operations before tax 137,802 – – – 137,802 –

Tax on gain on sale of discontinued operations (3,521) – – – (3,521) –

Gain on sale of Seed & Grain, net of tax 134,281 – – – 134,281 –

Total profit/(loss) from discontinued

activities, net of tax 127,890 9,391 (84) 492 127,806 9,883

Basic earnings per share (New Zealand dollars) 0.169 0.012 (0.000) 0.001 0.169 0.013

(d) Cash flows from discontinued operations

PERIOD TO

30 APRIL 2019 2018 2019 2018 2019 2018

$000 $000 $000 $000 $000 $000

Net cash from operating activities 2,210 (29,465) (418) (225) 1,792 (29,690)

Net cash from investing activities (4,238) (9,181) 758 5 (3,480) (9,176)

Net cash from financing activities 19,178 38,866 (340) 220 18,838 39,086

Net cash from/(used in) discontinued operations 17,150 220 – – 17,150 220

16 | PGG WRIGHTSON LIMITED

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2019

7 DISCONTINUED OPERATIONS (CONTINUED)

(e) Effect of disposal on the financial position of the Group

2019

$000

Cash and cash equivalents (25,414)

Trade and other receivables (166,011)

Inventories (207,875)

Fixed assets (including property, plant & equipment, intangibles and goodwill) (103,027)

Other assets (5,076)

Short-term debt 33,118

Accounts payables and accruals 163,458

Term debt 3,859

Other liabilities 30,921

Net assets and liabilities sold (276,047)

less Minority interest 2,101

Foreign currency translation reserve gain/(loss) taken to profit or loss (3,742)

(277,688)

Consideration received satisfied in cash 425,851

Gain on sale 148,163

less Transaction costs (10,361)

less Tax on interest received (3,521)

Gain on sale, net of income tax 134,281

(f ) Agimol Corporation S.A. (AgroCentro Group)

In the period to 31 August 2018, the Group impaired its investment in Agimol Corporation S.A. (AgroCentro Group) by $6.00 million (US$3.64

million). This brought the fair value of the Group’s equity accounted interest in the AgroCentro Group as at 31 August 2018 to $5.83 million

(US$3.95 million). This fair value was supported by the value attributed to the AgroCentro Group as part of the sale of PGG Wrightson Seeds

Holdings Limited.

On 31 August 2018, the Group increased its investment in Agimol Corporation S.A. (AgroCentro Group) from 50% to 100% and obtained control of

the AgroCentro Group. As a result of obtaining control of the company from 31 August 2018, the Group has consolidated the AgroCentro Group.

Upon consolidation, the Group recorded goodwill of $13.74 million (USD 9.27 million), representing the difference between the fair value of the

net liability acquired of $6.66 million (US$4.47 million), the pre-existing equity interest held of $5.83 million (US$3.95 million) and the consideration

provided of $1.25 million (USD 0.85 million). An impairment of $1.25 million (US$ 0.85 million) was then recorded against the goodwill to align the

carrying value of the AgroCentro Group to that supported by the sale of PGG Wrightson Seeds Holdings Limited of $5.83 million (US$3.95 million).

The goodwill of $12.55 million (US$8.42 million), along with the assets and liabilities of the AgroCentro Group, were subsequently sold as part of

the sale of PGG Wrightson Seeds Holdings Limited.

ANNUAL REPORT 2019 | 17

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

8 EARNINGS PER SHARE AND NET TANGIBLE ASSETS

Basic earnings per share (EPS)

The calculation of basic EPS is based on the following profit attributable to ordinary shareholders and weighted average number of ordinary shares

outstanding. There are no dilutive shares or options (2018: Nil).

2019 2018

$000 $000

Issued ordinary shares at 30 June 754,839 754,849

Weighted average number of ordinary shares

Issued ordinary shares at 1 July 754,849 754,849

Effect of ordinary shares repurchased (5) –

Weighted average number of ordinary shares at 30 June 754,844 754,849

2019 2018*

$000 $000

Profit (net of tax) attributable to Shareholders of the Company 131,123 17,964

Profit from continuing operations (net of tax) attributable to Shareholders of the Company 4,000 9,004

Net tangible assets

Total assets 565,554 758,626

Total liabilities (167,290) (471,164)

less intangible assets (16,866) (13,017)

less deferred tax (9,976) (16,259)

Net tangible assets

371,422 258,186

2019 2018

$ $

Basic EPS 0.174 0.024

Basic EPS – continuing operations 0.005 0.012

Net tangible assets per share 0.492 0.342

Earnings per Share Accounting Policies

The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or

loss attributable to shareholders by the weighted average number of shares outstanding during the period. Diluted EPS is determined

by adjusting the profit or loss attributable to shareholders and the number of shares outstanding to include the effects of all potential

dilutive shares.

* The 2018 comparatives have been restated to present Seed & Grain as a discontinued operation and for NZ IFRS 15.

18 | PGG WRIGHTSON LIMITED

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2019

9 CASH AND FINANCING FACILITIES

2019 2018

$000 $000

Cash and cash equivalents 210,491 10,926

Current financing facilities (2,680) (30,806)

Term financing facilities – (149,205)

Net interest-bearing (debt)/cash and cash equivalents

207,811 (169,085)

Go range of livestock product receivables 47,754 39,419

Net interest-bearing (debt less Go livestock receivables)/Cash and cash equivalents

plus Go livestock receivables 255,565 (129,666)

New Zealand financing facilities

The Company fully repaid and cancelled its syndicated bank facilities during the year using the proceeds from the sale of the Seed & Grain

segment.

As at 30 June 2019, the Group had the following financing facilities. These senior secured facilities, which amount to $9.58 million, comprise:

– Guarantee and trade finance facilities of $6.08 million.

– Overdraft facilities of $3.50 million.

10 DERIVATIVE FINANCIAL INSTRUMENTS

2019 2018

$000 $000

Derivative assets held for risk management

Current 614 827

Non-current 387 20

1,001 847

Derivative liabilities held for risk management

Current (280) (3,645)

Non-current (62) (966)

(342) (4,611)

Net derivatives held for risk management 659 (3,764)

Derivatives held for risk management

The Group uses interest rate swaps and options to hedge its exposure to changes in the market rates of variable and fixed interest rates. The Group

also uses forward foreign exchange contracts, spot foreign exchange contracts and foreign exchange options to manage its exposure to foreign

currency fluctuations.

Derivative Financial Instruments Accounting Policies

The Group uses derivative financial instruments to manage its exposure to interest rate and foreign currency risks arising from operational,

financing and investment activities. In accordance with Treasury policy, the Group does not hold or issue derivative instruments for trading

purposes. However, derivatives that do not qualify for hedge accounting are accounted for as trading instruments.

Derivative financial instruments are recognised initially at fair value and transaction costs are expensed immediately. Subsequent to

initial recognition, derivative financial instruments are stated at fair value. The gain or loss on re-measurement to fair value is recognised

immediately in profit or loss.

ANNUAL REPORT 2019 | 19

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

11 TRADE AND OTHER RECEIVABLES

2019 2018

$000 $000

Accounts receivable 136,838 213,262

Trade receivables due from related parties – 25,827

136,838 239,089

less Provision for doubtful debts (4,635) (6,887)

Net accounts receivable 132,203 232,202

Other receivables and prepayments 13,678 35,425

145,881 267,627

Analysis of movements in provision for doubtful debts

Balance at beginning of year (6,887) (6,358)

Increase in provision upon adoption of NZ IFRS 9 (450) –

Increase in provision due to acquisition of subsidiary (4,956) –

Reduction in provision due to sale of Seed & Grain 9,683 –

Movement in provision (2,025) (529)

Balance at end of year

(4,635) (6,887)

The aging status of the accounts receivable at the reporting date is as follows:


TOTA L TOTA L

DEBTORS PROVISION DEBTORS PROVISION

2019 2019 2018 2018

$000 $000 $000 $000

Not past due 125,625 (1,403) 192,533 (20)

Past due 1 – 30 days 6,474 (41) 18,702 (95)

Past due 31 – 60 days 978 (20) 12,391 (81)

Past due 61 – 90 days 1,523 (987) 1,070 (32)

Past due 90 plus days 2,238 (2,184) 14,393 (6,659)

136,838 (4,635) 239,089 (6,887)

Trade and Other Receivables Accounting Policies

NZ IFRS 9 Financial Instruments

The Group has applied NZ IFRS 9 from 1 July 2018. The new standard changes how the impairment of financial assets are calculated from

an ‘incurred credit loss’ model to an ‘expected credit loss’ model. Based on the Group’s assessment of historical provision rates and forward-

looking analysis, the Group has recognised an additional provision of $0.45 million as at 30 June 2018 which is expensed directly to Retained

Earnings upon adoption of NZ IFRS 9.

Determination of Fair Values

The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest

at the reporting date.

Accounts receivables include accrued interest. Specific provisions are maintained to cover identified doubtful debts.

Impairment of Trade Receivables

Trade receivables are considered past due when they have been operated outside of the normal key trade terms. When forming a view

management considers the counterparty’s ability to pay, the level of security and the risk of loss.

20 | PGG WRIGHTSON LIMITED

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2019

12 GO LIVESTOCK PRODUCT RECEIVABLES

The Group holds receivables in respect of its Go range of livestock products. The Go range allows farmers to defer payment for the purchase of

livestock. The counterparty to the Go product is fully exposed to the risks and rewards of ownership. To mitigate credit risk, the Group retains

title to the livestock until sale. Fee income received in respect of the Go range of livestock receivables is recognised by the Group as interest

income over the respective contract period and is included within operating revenue of the Agency operating segment (refer to Note 1 Operating

Revenue).

2019 2018

$000 $000

Go livestock receivables – less than one year 47,754 39,419

Go livestock receivables – greater than one year – –

less Provision for doubtful debts – Go range of livestock receivables – –

47,754 39,419

The status of the Go range of livestock receivables at the reporting date is as follows:

NOT IMPAIRED IMPAIRED NOT IMPAIRED IMPAIRED

2019 2019 2018 2018

$000 $000 $000 $000

Not past due – Go range of livestock receivables 47,754 – 39,419 –

Past due 0 – 90 days – – – –

Past due 91 – 365 days – – – –

47,754 – 39,419 –

13 INVENTORY

2019 2018

$000 $000

Merchandise/finished goods 88,016 266,471

Work in progress 562 842

Less provision for inventory write down (2,609) (4,775)

85,969 262,538

During the year ended 30 June 2019, finished goods, work in progress, raw materials and consumables included in cost of sales in the Statement of

Profit or Loss amounted to $483.85 million (2018: $472.91 million) (refer Note 2 Cost of Sales).

During the year ended 30 June 2019, inventories written down to net realisable value amounted to $0.66 million (2018: $2.34 million; $1.4 million

excluding Seed & Grain). The write-downs are included in cost of sales in the Statement of Profit or Loss.

Inventories Accounting Policies

Finished Goods

Raw materials and finished goods are stated at the lower of cost or net realisable value. Cost is determined on a weighted average cost

basis, and, in the case of manufactured goods, includes direct materials, labour and production overheads.

ANNUAL REPORT 2019 | 21

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

14 GROUP ENTITIES

OWNERSHIP INTEREST

COUNTRY OF 2019 2018

SIGNIFICANT SUBSIDIARIES INCORPORATION DIRECT PARENT % %

Bloch & Behrens Wool (NZ) Limited New Zealand PGG Wrightson Limited 100% 100%

NZ Agritrade Limited New Zealand PGG Wrightson Limited 100% 100%

PGG Wrightson Investments Limited New Zealand PGG Wrightson Limited 100% 100%

PGG Wrightson Real Estate Limited New Zealand PGG Wrightson Limited 100% 100%

PGW Rural Capital Limited New Zealand PGG Wrightson Limited 100% 100%

Agriculture New Zealand Limited New Zealand PGG Wrightson Limited 100% 100%

AgriServices South America Limited New Zealand PGG Wrightson Limited 100% 100%

PGG Wrightson Trustee Limited New Zealand PGG Wrightson Limited 100% 100%

PGG Wrightson Employee Benefits Plan Trustee Limited New Zealand PGG Wrightson Limited 100% 100%

BIDR Limited New Zealand PGG Wrightson Limited 100% 0%

PGG Wrightson Employee Benefits Plan Limited New Zealand PGG Wrightson Employee Benefits Plan

Trustee Limited 100% 100%

Ag Property Holdings Limited New Zealand PGG Wrightson Investments Limited 100% 100%

The subsidiaries of the Seed & Grain segment were sold on 30 April 2019 (refer to Note 7 Discontinued Operations) and are excluded from the

above listing.

15 OTHER INVESTMENTS

2019 2018

$000 $000

Current investments

BioPacificVentures – 30

– 30

Non-current investments

Advances to equity accounted investees – 150

Sundry other investments 470 2,370

470 2,520

Sundry other investments including saleyards

Sundry other investments including saleyards, which do not have a market price in an active market and whose fair value can not be reliably

determined, are carried at cost. The comparative period included investments pertaining to the Seed & Grain segment that were sold during the

current period.

Other Investments Accounting Policies

Determination of Fair Values

The fair value of financial assets at fair value through profit or loss and available-for-sale financial assets is determined by reference to the

market price, unless other objective reliable evidence suggests a different value. Other investments where no active market exists are held

at historical cost.

22 | PGG WRIGHTSON LIMITED

Refer to
Accounting

Policies

– page 24.

PGG WRIGHTSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2019

16 INTANGIBLE ASSETS

TRADEMARKS,

SOFTWARE PATENTS & RIGHTS GOODWILL TOTAL

$000 $000 $000 $000

Cost

Balance at 1 July 2017 18,580 2,930 – 21,510

Additions 10,412 221 – 10,633

Effect of movement in exchange rates 23 43 – 66

Balance at 30 June 2018

29,015 3,194 – 32,209

Balance at 1 July 2018 29,015 3,194 – 32,209

Additions 7,442 131 – 7,573

Added as part of a business combination/amalgamation – – 13,741 13,741

Disposals and reclassifications (2,531) – – (2,531)

Disposed as part of a business disposal (4,983) (1,479) (13,741) (20,203)

Effect of movement in exchange rates (67) (28) – (95)

Balance at 30 June 2019

28,876 1,818 – 30,694

Amortisation and impairment losses

Balance at 1 July 2017 11,146 1,235 – 12,381

Amortisation for the year 3,600 527 – 4,127

Effect of movement in exchange rates 22 21 – 43

Balance at 30 June 2018

14,768 1,783 – 16,551

Balance at 1 July 2018 14,768 1,783 – 16,551

Amortisation for the year 4,978 23 – 5,001

Impairment – – 1,190 1,190

Disposals and reclassifications (2,647) – – (2,647)

Disposed as part of a business disposal (4,562) (493) (1,190) (6,245)

Effect of movement in exchange rates (8) (14) – (22)

Balance at 30 June 2019

12,529 1,299 – 13,828

Carrying amounts

At 1 July 2017 7,434 1,695 – 9,129

At 30 June 2018 14,247 1,411 – 15,658

At 1 July 2018 14,247 1,411 – 15,658

At 30 June 2019 16,347 519 – 16,866

The carrying amount includes software cost of $2.22 million included as a current asset (2018: $2.64 million).

ANNUAL REPORT 2019 | 23

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

16 INTANGIBLE ASSETS (CONTINUED)

Intangible Assets Accounting Policies

Software

Software is a finite life intangible and is recorded at cost less accumulated amortisation and impairment. Amortisation is charged on a

straight line basis over an estimated useful life between 1 and 10 years. The estimated useful life and amortisation method is reviewed at the

end of each annual reporting period.

Rights

Manufacturing and production rights are finite life intangibles and are recorded at cost less accumulated amortisation and impairment.

Amortisation is charged on a straight line basis over an estimated useful life between 2 and 10 years. The estimated useful life and

amortisation method is reviewed at the end of each annual reporting period.

Determination of Fair Values

The fair value of intangible assets acquired in a business combination is based on the discounted cash flows expected to be derived from

the use and eventual sale of the assets.

Impairment

The carrying amounts of the Group’s intangible assets are reviewed at each reporting date to determine whether there is any indication of

impairment. If any such indication exists then the recoverable amount of the asset is estimated. For intangible assets that have indefinite

lives, the recoverable amount is estimated at each reporting date. An impairment loss is recognised in the profit or loss if the carrying

amount of an asset exceeds the recoverable amount.

24 | PGG WRIGHTSON LIMITED

Refer to
Accounting

Policies

– page 26.

PGG WRIGHTSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2019

17 PROPERTY, PLANT AND EQUIPMENT

PLANT AND CAPITAL WORKS

LAND BUILDINGS EQUIPMENT PROJECT* TOTAL

$000 $000 $000 $000 $000

Cost

Balance at 1 July 2017 20,372 42,560 116,701 4,003 183,636

Additions 551 3,162 11,652 (181) 15,184

Added as part of a business combination/amalgamation – 12 801 – 813

Disposals and transfers to other asset classes (169) (122) (2,399) – (2,690)

Effect of movements in exchange rates 233 1,829 1,753 – 3,815

Balance at 30 June 2018

20,987 47,441 128,508 3,822 200,758

Balance at 1 July 2018 20,987 47,441 128,508 3,822 200,758

Additions 6 700 10,812 54 11,572

Added as part of a business combination/amalgamation 1,306 6,584 3,019 – 10,909

Disposals and transfers to other asset classes (71) (164) (2,142) – (2,377)

Disposed as part of a business disposal (8,741) (40,042) (89,019) (1,072) (138,874)

Effect of movements in exchange rates (304) (274) (1,500) – (2,078)

Balance at 30 June 2019

13,183 14,245 49,678 2,804 79,910

Depreciation and impairment losses

Balance at 1 July 2017 – 5,542 60,729 – 66,271

Depreciation for the year – 1,296 7,551 – 8,847

Depreciation recovered to COGS – – 1,068 – 1,068

Disposals and transfers to other asset classes – (82) (1,713) – (1,795)

Impairment – 1,070 – – 1,070

Effect of movements in exchange rates – 171 906 – 1,077

Balance at 30 June 2018

– 7,997 68,541 – 76,538

Balance at 1 July 2018 – 7,997 68,541 – 76,538

Depreciation for the year – 848 6,800 – 7,648

Depreciation recovered to COGS – – 182 – 182

Added as part of a business combination/amalgamation – 526 1,237 – 1,763

Disposals and transfers to other asset classes – (64) (1,766) – (1,830)

Disposed as part of a business disposal – (5,119) (44,686) – (49,805)

Impairment – 2,256 – – 2,256

Effect of movements in exchange rates – (104) (1,140) – (1,544)

Balance at 30 June 2019

– 6,340 28,868 – 35,208

Carrying amounts

At 1 July 2017 20,372 37,018 55,972 4,003 117,365

At 30 June 2018 20,987 39,444 59,967 3,822 124,220

At 1 July 2018 20,987 39,444 59,967 3,822 124,220

At 30 June 2019 13,183 7,905 20,810 2,804 44,702

* Capital works projects are recorded net of transfers to other asset classes.

Capital gains on the sale of property, plant and equipment of $0.20 million were recognised in non-operating items

in the current period (2018: $1.69 million).

ANNUAL REPORT 2019 | 25

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

17 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Property, Plant & Equipment Accounting Policies

Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment.

Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost

of materials and direct labour, any other costs directly attributable to bringing the asset to a working condition for its intended use, and

the cost of dismantling and removing the items and restoring the site on which they are located. Purchased software that is integral to the

functionality of the related equipment is capitalised as part of that equipment.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major

components) of property, plant and equipment.

Subsequent Costs

The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that

the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The costs of day-to-day

servicing of property, plant and equipment is recognised in profit or loss as incurred.

Borrowing Costs

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of the

cost of that asset. All other borrowing costs are expensed as they are incurred.

Depreciation

Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each item of property, buildings,

plant and equipment. Leased assets are depreciated over the shorter of the lease term and their useful lives. Land is not depreciated.

The estimated useful lives for the current and comparative periods are between 2 and 40 years for plant and equipment and 50 years for

buildings. Depreciation methods, useful lives and residual values are reassessed at reporting date.

Determination of Fair Values

The fair value of property, plant and equipment recognised as a result of a business combination is based on market values. The market

value of property is the estimated amount for which the property could be exchanged on the date of valuation between a willing buyer

and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and

without compulsion. The market value of items of plant, equipment, fixtures and fittings is based on the quoted market prices for similar

items.

Impairment

The carrying amounts of the Group’s property, plant & equipment assets are reviewed at each reporting date to determine whether there

is any indication of impairment. If any such indication exists then the recoverable amount of the asset is estimated. An impairment loss is

recognised in the profit or loss if the carrying amount of an asset exceeds the recoverable amount.

26 | PGG WRIGHTSON LIMITED

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2019

18 TRADE AND OTHER PAYABLES

2019 2018

$000 $000

Trade creditors 96,802 147,134

Trade payables due to related parties – 4,822

Loyalty reward programme 1,015 1,177

Deposits received in advance 1,042 3,196

Accruals and other liabilities 41,854 81,725

Employee entitlements 16,821 31,163

157,534 269,217

Payable within 12 months 155,903 267,096

Payable beyond 12 months 1,631 2,121

157,534 269,217

Holidays Act 2003 – Remediation Costs

During the year ended 30 June 2018 the Group recognised a $8.06 million provision for remediation costs of historical liabilities under the Holidays

Act 2003. The Group has now completed the remediation work and as has made remediation payments to current staff and those terminated staff

for which the Group has been able to make contact with. Following these payments the remaining provision has been released apart from an

amount of $1.20 million which continues to be held in respect of terminated employees for which the Group is yet to make contact with.

Onerous lease

The Group has recognised a provision in respect of property leases entered into that are now considered onerous. An onerous provision of $1.88

million has been expensed within non-operating items and represents the Directors’ best estimate of the expected excess of costs over benefits

for the remaining term of the lease contracts.

Corporate Structure review

Following the divestment of the Seed & Grain business the PGW Board commenced a review of the corporate service model for the business. The

Group has recognised costs of $3.02 million, expensed through non-operating items, in respect of the recalibration. As at 30 June 2019, a provision

of $1.74 million was held and is included within accruals and other liabilities above.

ANNUAL REPORT 2019 | 27

Refer to
Accounting

Policies

– page 30.

PGG WRIGHTSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

19 DEFINED BENEFIT ASSET / LIABILITY

2019 2018

$000 $000

Present value of funded obligations (61,624) (66,814)

Fair value of plan assets 55,741 59,092

Net defined benefit asset / (liability)

(5,883) (7,722)

ESCT on committed contributions – short-term – (905)

ESCT on committed contributions – long-term – (1,947)

Total defined benefit asset / (liability) (5,883) (10,574)

The Group makes contributions to the PGG Wrightson Employee Benefits Plan, a defined benefit plan that provides a range of superannuation and

insurance benefits for employees and former employees. The defined benefit plan is not open to new members. The plan’s retired employees are

entitled to receive an annual pension payment payable on their life and in some cases on the life of a surviving spouse.

During 2017, the Group made a commitment to provide certain contributions over a five year period in order to bring the underlying plan to an

actuarial equilibrium position (calculated on a different basis to the IFRS amounts above). The plan reached actuarial equilibrium following the

cash contributions made in the period to 30 June 2019. Accordingly, no provision for ESCT on committed contributions remain.

2019 2018

% %

Group / Company Plan assets consist of:

Equities 54% 59%

Fixed interest 28% 31%

Cash 18% 10%

100% 100%

Plan assets included exposure to the Company’s ordinary shares of Nil (2018: Nil).

2019 2018

% %

Actuarial Assumptions:

Principal actuarial assumptions at the reporting date

(expressed as weighted averages):

Discount rate used (10 year New Zealand Government Bond rate) 1.57% 2.85%

Inflation 2.00% 2.00%

Future salary increases 3.00% 3.00%

Future pension increases 2.00% 2.00%

Assumptions regarding future mortality are based on published statistics and mortality tables. The current longevities underlying the values of the

defined benefit obligation at the reporting date were as follows:

2019 2018

YEARS YEARS

Longevity at age 65 for current pensioners

Males 21 21

Females 24 24

Longevity at age 65 for current members aged 45

Males 24 24

Females 28 28

As at 30 June 2019, the weighted average duration of the defined benefit obligation is 12.4 years for the PGG Wrightson Employee Benefits Plan.

28 | PGG WRIGHTSON LIMITED

Refer to
Accounting

Policies

– page 30.

PGG WRIGHTSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2019

19 DEFINED BENEFIT ASSET / LIABILITY (CONTINUED)

Sensitivity analysis

The sensitivity of the defined benefit obligation (DBO) to changes in the weighted principal assumption is:

2019 2019 2018 2018

IMPACT ON DBO IMPACT ON DBO IMPACT ON DBO IMPACT ON DBO

WITH INCREASE IN WITH DECREASE IN WITH INCREASE IN WITH DECREASE IN

ASSUMPTION ASSUMPTION ASSUMPTION ASSUMPTION

$000 $000 $000 $000

Change in assumption

Discount rate (0.50% movement) 1,541 (1,849) 1,403 (1,537)

Salary growth rate (0.50% movement) (185) 123 (200) 200

Pension growth rate (0.25% movement) (801) 616 (601) 601

Life expectancy (1 year movement) (1,787) 1,787 (1,470) 1,470

2019 2018 2017 2016 2015

$000 $000 $000 $000 $000

Historical information

Present value of the defined benefit obligation (61,624) (66,814) (71,106) (73,417) (72,153)

Fair value of plan assets 55,741 59,092 58,835 52,702 57,498

(Deficit) / surplus in the plan (5,883) (7,722) (12,271) (20,715) (14,655)

The Group expects to pay $1.01 million in contributions to defined benefit plans in 2020 (2019: expected $2.94 million and paid $6.68 million).

Member contributions are expected to be $0.65 million in 2020 (2019: expected $0.86 million and paid $1.27 million).

ANNUAL REPORT 2019 | 29

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

19 DEFINED BENEFIT ASSET / LIABILITY (CONTINUED)

2019 2018

$000 $000

Movement in the liability for defined benefit obligations:

Liability for defined benefit obligations at 1 July 66,814 71,106

Benefits paid by the plan (14,044) (8,914)

Current service costs 842 858

Interest costs 1,734 2,010

Member contributions 1,268 1,170

Actuarial (gains)/losses recognised in other comprehensive income arising from:

(Gains)/losses from change in financial assumptions 3,797 510

Experience (gains)/losses 1,213 74

Liability for defined benefit obligations at 30 June

61,624 66,814

Movement in plan assets:

Fair value of plan assets at 1 July 59,092 58,835

Contributions paid into the plan 8,455 3,011

Member contributions 1,268 1,170

Benefits paid by the plan (14,044) (8,914)

Current service costs – –

Interest costs 1,623 1,677

Other Actuarial items recognised in other comprehensive income:

Expected return on plan assets (653) 3,313

Fair value of plan assets at 30 June 55,741 59,092

Expense recognised in profit or loss:

Current service costs 842 858

Interest 111 333

953 1,191

Recognised in non-operating items (817) 142

Recognised in Employee Expenses 1,770 1,049

953 1,191

Movements recognised in equity:

Cumulative gains/(losses) at 1 July (33,090) (34,645)

Net profit or loss impact from current period costs (953) (1,191)

Gains /(losses) recognised during the year (5,663) 2,729

ESCT provision (438) 17

Cumulative gains/(losses) at 30 June

(40,144) (33,090)

Employee Benefits Accounting Policies

The Group’s net obligation with respect to defined benefit pension plans is calculated by estimating the future benefit that employees

have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value, and any

unrecognised past service costs and the fair value of any plan assets is deducted. The discount rate is the yield at the reporting date on

bonds that have maturity dates approximating the terms of the Group’s obligations. The calculation is performed by a qualified actuary

using the projected unit credit method. When the calculation results in a benefit to the Group, the recognised asset is limited to the lower of

the net assets of the plan or the current value of the contributions holiday that is expected to be generated. Actuarial gains and losses and

the expected return on plan assets are recognised directly in other comprehensive income and the defined benefit plan reserve in equity.

Short-term employee benefit obligations are measured on an undiscounted basis and expensed as the related service is provided.

A provision is recognised for the amount of outstanding short-term benefits at each reporting date.

Provisions made with respect to employee benefits which are not expected to be settled within twelve months are measured as the present

value of the estimated future cash outflows to be made by the Group with respect to services provided by employees up to reporting date.

30 | PGG WRIGHTSON LIMITED

Refer to
Accounting

Policies

– page 35.

PGG WRIGHTSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2019

20 FINANCIAL INSTRUMENTS

The Group is committed to the management of risk to achieve sustainability of service, employment and profits, and therefore, takes on controlled

amounts of risk when considered appropriate.

The primary risks are those of liquidity, market (foreign currency, price and interest rate), funding and credit risk.

The Board of Directors is responsible for the review and ratification of the Group’s systems of risk management, internal compliance and control,

code of conduct and legal compliance. The Board maintains a formal set of delegated authorities (including policies for credit and treasury), that

clearly define the responsibilities delegated to Management and those retained by the Board. The Board approves these delegated authorities and

reviews them annually.

Liquidity Risk

Liquidity risk is the risk that the Group will encounter difficulties in raising funds at short notice to meet commitments associated with financial

instruments. The Group monitors its liquidity daily, weekly and monthly and maintains appropriate liquid assets and committed bank funding

facilities to meet all obligations in a timely and cost efficient manner. Management of liquidity risk is designed to ensure that the Group has the

ability to meet financial obligations as they fall due.

The objectives of the Group’s funding and liquidity policy is to:

– Ensure all financial obligations are met when due;

– Provide adequate protection, even under crisis scenarios; and

– Achieve competitive funding within the limitations of liquidity requirements.

The Group manages this risk by forecasting daily cash requirements, forecasting future funding requirements and maintaining an adequate

liquidity buffer.

Market Risk

Market risk is the potential for change in the value of balance sheet positions caused by a change in the value, volatility or relationship between

market risks and prices. Market risk arises from the mismatch between assets and liabilities, both on and off balance sheet. Market risk includes

price, foreign currency and interest rate risk which are explained as follows:

Foreign Currency Risk

The Group undertakes transactions denominated in foreign currencies and exposure to movements in foreign currency arises from these activities.

It is the Group’s policy to hedge foreign currency risks as they arise. In some circumstances foreign exchange options are used to hedge potential

foreign exchange risk. The Group uses forward, spot foreign exchange contracts and foreign exchange options to manage these exposures.

Interest Rate Risk

Interest rate risk is the risk that the value of financial instruments and the interest margin will fluctuate as a result of changes in market interest

rates. The risk is that financial assets may be repriced at a different time and/or by a different amount than financial liabilities. This risk is managed

by operating within approved policy limits using an interest rate duration approach.

Floating rate borrowings are used for general funding activities. Interest rate swaps, interest rate options and forward rate agreements are used to

hedge the floating rate exposure as deemed appropriate. The Group had no interest rate derivatives at balance date (2018: $78.0 million).

Funding Risk

Funding risk is the risk of over-reliance on a funding source to the extent that a change in that funding source could increase overall funding costs

or cause difficulty in raising funds. The Group has a policy of funding diversification. The funding policy augments the Group’s liquidity policy with

its aim to ensure the Group has a stable diversified funding base without over-reliance on any one market sector.

Credit Risk

Credit risk is the potential for loss that could occur as a result of a counterparty failing to discharge its obligations. This may be due to drought, bio-

security issues or volatility in commodity prices. Management formally reports on all aspects of key risks to the Audit Committee at least two times

each year. In addition, the following management committees review and manage key risks:

– The Senior Management Team meets regularly to consider new and emerging risks, reviews actions required to manage and mitigate key risks,

and monitors progress.

– The Group has a Credit Committee, comprising of management appointees, which meets regularly as required to review credit risk, new loans

and provisioning.

Capital Management

The capital of the Group consists of share capital, reserves, and retained earnings. The policy of the Group is to maintain a strong capital base so

as to maintain investor, creditor and market confidence while providing the ability to develop future business initiatives. This policy has not been

changed during the period.

ANNUAL REPORT 2019 | 31

Refer to
Accounting

Policies

– page 35.

PGG WRIGHTSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

20 FINANCIAL INSTRUMENTS (CONTINUED)

Quantitative disclosures

(a) Liquidity Risk – Contractual Maturity Analysis

The following tables analyse the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet

date to the contractual maturity date (reported on an undiscounted basis). History demonstrates that such accounts provide a stable source of

long term funding for the Group.

WITHIN CONTRACTUAL

12 MONTHS 1 TO 5 YEARS BEYOND 5 YEARS CASH FLOW BALANCE SHEET

$000 $000 $000 $000 $000

2019

Liabilities

Debt 2,813 – – 2,813 2,680

Derivative financial instruments 280 62 – 342 342

Trade and other payables 96,802 – – 96,802 96,802

99,895 62 – 99,957 99,824

2018

Liabilities

Debt 41,041 163,231 – 204,272 180,011

Derivative financial instruments 3,645 62 – 4,611 4,611

Trade and other payables 151,956 – – 151,956 151,956

196,642 163,293 – 360,839 336,578

(b) Foreign Currency Exposure Risk

The Group’s exposure to foreign currency risk can be summarised as:

GBP USD AUD EURO

NZ$000 NZ$000 NZ$000 NZ$000

2019

Cash and cash equivalents – 1 1 1

Trade and other receivables 1,213 2,235 237 4,697

Trade and other payables (565) (5,122) (1,758) (1,991)

Net balance sheet position

648 (2,886) (1,520) 2,707

Forward exchange contracts

Notional forward exchange cover 9,483 1,585 (1,758) 21,356

Net unhedged position

(8,835) (4,471) 238 (18,649)

2018

Cash and cash equivalents 5 4,510 1,531 19

Trade and other receivables 6,830 50,406 10,702 55,627

Debt – (5,908) – –

Trade and other payables (119) (5,363) (2,704) (1,565)

Net balance sheet position

6,716 43,645 9,529 54,081

Forward exchange contracts

Notional forward exchange cover 6,711 45,043 7,998 54,062

Net unhedged position

5 (1,398) 1,531 19

32 | PGG WRIGHTSON LIMITED

Refer to
Accounting

Policies

– page 35.

PGG WRIGHTSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2019

20 FINANCIAL INSTRUMENTS (CONTINUED)

(c) Interest Rate Repricing Schedule

The following tables include the Group’s liabilities at their carrying amounts, categorised by the earlier of contractual repricing or maturity dates.

WITHIN 1 TO 2 OVER 2 NON INTEREST

12 MONTHS YEARS YEARS BEARING TOTAL

$000 $000 $000 $000 $000

2019

Liabilities

Debt 2,680 – – – 2,680

Derivative financial instruments – – – 342 342

Trade and other payables – – – 96,802 96,802

2,680 – – 97,144 99,824

2018

Liabilities

Debt 180,011 – – – 180,011

Derivative financial instruments (63,000) 15,000 48,000 4,611 4,611

Trade and other payables – – – 151,956 151,956

117,011 15,000 48,000 156,567 336,578

(d) Accounting classifications and fair values

The tables below set out the Group’s classification of each class of financial assets and liabilities, and their fair values.

DESIGNATED DESIGNATED

AT FAIR VALUE AT FAIR VALUE

THROUGH OTHER THROUGH PROFIT OTHER TOTAL CARRYING FAIR

COMPREHENSIVE INCOME AND LOSS AMORTISED COST AMOUNT VALUE

$000 $000 $000 $000 $000

2019

Assets

Cash and cash equivalents – – 210,491 210,491 210,491

Derivative financial instruments – 1,001 – 1,001 1,001

Trade and other receivables – – 132,203 132,203 132,203

Other investments – – 470 470 470

Go livestock receivables – – 47,754 47,754 47,754

– 1,001 390,918 391,919 391,919

Liabilities

Debt – – 2,680 2,680 2,680

Derivative financial instruments – 342 – 342 342

Trade and other payables – – 96,802 96,802 96,802

– 342 99,482 99,824 99,824

2018

Assets

Cash and cash equivalents – – 10,926 10,926 10,926

Derivative financial instruments – 847 – 847 847

Trade and other receivables – – 232,201 232,201 232,201

Other investments 30 – 2,370 2,400 2,400

Go livestock receivables – – 39,419 39,419 39,419

Finance receivables – – 733 733 733

30 847 285,649 286,526 286,526

Liabilities

Debt – – 180,011 180,011 180,011

Derivative financial instruments – 4,611 – 4,611 4,611

Trade and other payables – – 151,956 151,956 151,956

– 4,611 331,967 336,578 336,578

The Group’s banking facilities are based on floating interest rates therefore the

fair value of the banking facilities equals the carrying value.

ANNUAL REPORT 2019 | 33

Refer to
Accounting

Policies

– page 35.

PGG WRIGHTSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

20 FINANCIAL INSTRUMENTS (CONTINUED)

Fair value hierarchy

The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

– Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

– Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (ie. as prices) or

indirectly (ie. derived from prices)

– Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)

There have been no material movements between the fair value hierarchy during the year ended 30 June 2019.

LEVEL 1 LEVEL 2 LEVEL 3 TOTAL

NOTE $000 $000 $000 $000

2019

Assets

Derivative financial instruments – 1,001 – 1,001

Other investments 15 – – – –

– 1,001 – 1,001

Liabilities

Derivative financial instruments – 342 – 342

– 342 – 342

2018

Assets

Derivative financial instruments – 847 – 847

Other investments 15 – – 30 30

– 847 30 877

Liabilities

Derivative financial instruments – 4,611 – 4,611

– 4,611 – 4,611

(e) Credit Risk

Concentrations of Credit Risk

Financial instruments which potentially subject the Group to concentrations of credit risk principally consist of bank balances, advances, trade

debtors, and forward foreign exchange contracts. The Group places its cash and short term investments with three major trading banks.

Concentrations of credit risk with respect to advances are limited due to the large number of customers included in the Group’s farming customer

base in New Zealand.

34 | PGG WRIGHTSON LIMITED

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2019

20 FINANCIAL INSTRUMENTS (CONTINUED)

Financial Instruments Accounting Policies

(i) Non-derivative Financial Assets

Non-derivative financial assets comprise investments in equity and debt securities, finance receivables, trade and other receivables, cash

and cash equivalents and intercompany advances. The Group early adopted NZ IFRS 9 (2009) Financial Instruments from 1 January 2012.

NZ IFRS 9 (2009) requires that an entity classifies its financial assets at either amortised cost or fair value depending on the entity’s business

model for managing the financial assets and the contractual cash flow characteristics of the financial assets. The Group early adopted IFRS 9

(2013) Financial Instruments from 1 January 2015. IFRS 9 (2013) provides amended general hedge accounting requirements.

The Group initially recognises financial assets on the trade date at which the Group becomes a party to the contractual provisions of the

instrument.

Financial assets are initially measured at fair value. If the financial asset is not subsequently measured at fair value through profit and

loss, the initial investment includes transaction costs that are directly attributable to the asset’s acquisition or origination. The Group

subsequently measures financial assets at either fair value or amortised cost.

Financial assets measured at amortised cost

A financial asset is subsequently measured at amortised cost using the effective interest method and net of any impairment loss, if:

– the asset is held within a business model with an objective to hold assets in order to collect contractual cash flows; and

– the contractual terms of the financial asset give rise, on specified dates, to cash flows that are solely payments of principal and interest.

Financial assets measured at fair value

Financial assets other than those classified as financial assets measured at amortised cost are subsequently measured at fair value with all

changes recognised in profit or loss.

However, for investments in equity instruments that are not held for trading, the Group may elect at initial recognition to present gains

and losses through other comprehensive income. For instruments measured at fair value through other comprehensive income gains

and losses are never reclassified to profit and loss and no impairments are recognised in profit and loss. Dividends earned from such

investments are recognised in profit and loss unless the dividends clearly represent a repayment of part of the cost of investment.

Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks, other short term highly liquid investments with maturities

of three months or less. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are

included as a component of cash and cash equivalents.

Trade and Other Receivables

Trade and other receivables are stated at their amortised cost less impairment losses.

(ii) Non-derivative Financial Liabilities

Interest-bearing Borrowings

Interest-bearing borrowings are classified as other financial liabilities and are initially recognised at fair value plus any directly attributable

transaction costs. Subsequent to initial recognition, these liabilities are measured at amortised cost using the effective interest rate method.

Trade and Other Payables

Trade and other payables are stated at cost.

Determination of Fair Values

Determination of Fair Values for Derivatives

The fair value of forward exchange contracts is based on broker quotes, if available. If broker quotes are not available, then fair value is

estimated by discounting the difference between the contractual forward price and the current forward price at the reporting date for the

residual maturity of the contract using a risk-free interest rate based on government bonds.

The fair value of interest rate swaps is based on broker quotes. These quotes are tested for reasonableness by discounting estimated future

cash flows based on the terms and maturity of each contract using market interest rates for a similar instrument at the reporting date.

Determination of Fair Values for Non-derivative Financial Instruments

Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cash flows,

discounted at the market rate of interest at the reporting date. For finance leases, the market rate of interest is determined by reference to

similar lease agreements.

ANNUAL REPORT 2019 | 35

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

21 OPERATING LEASES

2019 2018

$000 $000

Non-cancellable operating lease rentals are payable as follows:

Within one year 19,884 26,869

Between one and five years 45,871 68,281

Beyond five years 18,648 42,976

84,403 138,126

The Group leases a fleet of vehicles for use by employees, agents and representatives. These leases are typically for a period of between four and six

years.

The Group leases office and computer equipment. These leases are typically for a period of four years.

The Group also leases and subleases land and buildings from which it conducts operations. These leases range in length from one to fifteen years

with various rights of renewal. Where surplus properties are unable to be exited, sublease revenue is obtained where possible on a short-term

temporary basis. During the year ended 30 June 2019, sublease revenue totalling $0.90 million (2018: $1.18 million) was received.

22 COMMITMENTS

2019 2018

NOTE $000 $000

There are commitments with respect to:

Capital expenditure not provided for 111 2,463

Investment in BioPacificVentures 15 – 51

Contributions to Primary Growth Partnership – Seed and Nutritional Technology – 277

Development Programme

111 2,791

Forward purchase commitments

The Group as part of its ordinary course of business enters into forward purchase agreements with wool and velvet growers. These commitments

extend for periods of up to 3 years. These commitments are at varying stage of execution, therefore there remains uncertainty associated with

yield, quality and market price. The Group is unable to sufficiently quantify the value of these commitments.

23 CONTINGENT LIABILITIES

There are contingent liabilities with respect to:

2019 2018

$000 $000

PGG Wrightson Loyalty Reward Programme 88 102

Guarantee – 3,693

88 3,795

PGG Wrightson Loyalty Reward Programme

A provision is retained for the expected level of points redemption from the PGG Wrightson Loyalty Reward Programme. A contingent liability of

$0.09 million represents the balance of live points that do not form part of the provision (2018: $0.10 million). Losses are not expected to arise from

this contingent liability.

24 SEASONALITY OF OPERATIONS

The Group is subject to significant seasonal fluctuations. The Retail business is weighted towards the first half of the financial year as demand for

New Zealand farming inputs are generally weighted towards the Spring season. New Zealand generally has Spring calving and lambing and so

Livestock trading is weighted towards the second half of the financial year in order for farmers to maximise their income. Other business units

have similar but less material cycles. The Group recognises that this seasonality is the nature of the industry and plans and manages its business

accordingly.

36 | PGG WRIGHTSON LIMITED

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2019

25 RELATED PARTIES

Transactions with Key Management Personnel

2019 2018

$000 $000

Key management personnel compensation comprised:

Short-term employee benefits 7,129 6,079

Post-employment benefits 151 151

Termination benefits 1,169 –

8,449 6,230

Directors fees incurred during the year are disclosed in Note 3 Other Operating Expenses.

Other Transactions with Key Management Personnel

Several Directors, Senior Executives or their related parties, hold positions in other entities that result in them having control or significant influence

over the financial or operating policies of these entities. A number of these entities transacted with the Group during the reporting period.

The terms and conditions of these transactions with Key Management Personnel and their related parties were no more favourable than those

available, or which might reasonably be expected to be available, on similar transactions to non-Key Management Personnel related entities on an

arm’s length basis. The aggregate value of transactions and outstanding balances relating to Directors, Senior Executives and entities over which

they have control or significant influence were as follows:

TRANSACTION BALANCE TRANSACTION BALANCE

VALUE OUTSTANDING VALUE OUTSTANDING

2019 2019 2018 2018

$000 $000 $000 $000

Key Management

Personnel/Director Transaction

John Nichol

(retired 30 April 2019) Purchase of retail goods 1 – 2 –

Trevor Burt

(retired 30 April 2019) Purchase of retail goods and livestock transactions 137 – 184 –

David Cushing

(appointed 30 April 2019) Purchase of retail goods, wool and livestock

transactions. Also includes provision of defined

benefit pension fund advisory services via

related party Rural Equities Limited 392 37 – –

David Green

(to 30 April 2019) Purchase of retail goods and rental receipts – – 87 –

Stephen Guerin Purchase of retail goods and livestock transactions 7 1 9 –

John McKenzie

(to 30 April 2019) Purchase of retail goods, sale of seed under

production contracts, sale of wool, water services

and livestock transactions 3,911 (265) 3,345 (593)

Peter Newbold Purchase of retail goods 27 2 35 3

Grant Edwards Purchase of retail goods 1 – 1 –

ANNUAL REPORT 2019 | 37

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

26 EVENT SUBSEQUENT TO BALANCE DATE

New bank facilities

During July 2019, the Group arranged new bank facilities. These new facilities provide core facilities of up to $50.00 million and a working capital

facility of up to $70.00 million.

Capital return

On 4 July 2019, the Group announced that a Special Shareholders Meeting would be convened to consider and vote upon a special resolution to

approve a proposed capital distribution of approximately $234.00 million. On 23 July 2019, shareholders approved the special resolution for the

Company to implement the scheme of arrangement and distribution of capital to shareholders. On 31 July 2019, the Company received final High

Court orders approving the return of capital by way of the scheme of arrangement. The distribution of capital is to be made on 14 August 2019.

A consolidation of the Company’s ordinary shares will be implemented following the capital distribution on a 1 for 10 basis, whereby every 10

existing shares in the Company (following completion of the scheme) will be consolidated into one share.

Dividend

On 12 August 2019, the Directors of PGG Wrightson Limited resolved to pay a final dividend of 7.5 cents per share (on a post share consolidation

basis) on 2 October 2019 to shareholders on the Company’s share register as at 5.00pm on 11 September 2019. This dividend will be fully imputed.

27 REPORTING ENTITY

PGG Wrightson Limited (the “Company”) is a company domiciled in New Zealand, registered under the Companies Act 1993 and listed on the New

Zealand Stock Exchange. The Company is an FMC Entity in terms of the Financial Markets Conduct Act 2013.

Financial statements of PGG Wrightson Limited for the year ended 30 June 2019 comprise the Company and its subsidiaries (together referred to

as the “Group”) and the Group’s interest in associates and jointly controlled entities. Financial statements have been prepared in accordance with

the requirements of the Financial Markets Conduct Act 2013 and the Financial Reporting Act 2013.

The Group is primarily involved in the provision of goods and services within the agricultural sector.

28 BASIS OF PREPARATION

Statement of Compliance

The financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting Practice (“NZ GAAP”). They comply

with the New Zealand equivalents to International Financial Reporting Standards (“NZ IFRS”) and other applicable Financial Reporting Standards

as applicable for profit oriented entities. The financial statements comply with International Financial Reporting Standards as issued by the

International Accounting Standards Board, as applicable for profit oriented entities.

These statements were approved by the Board of Directors on 12 August 2019.

Basis of Measurement

The financial statements have been prepared on the historical cost basis except for the following:

– Derivative financial instruments are measured at fair value.

– Financial instruments at fair value through profit or loss are measured at fair value.

– Investments are measured at fair value.

– Biological assets are measured at fair value less point-of-sale costs.

– Assets classified as held for sale are measured at the lower of their carrying amount and fair value less cost to sell.

Functional and Presentation Currency

These financial statements are presented in New Zealand dollars ($), which is the Group’s functional currency. All financial information presented in

New Zealand dollars has been rounded to the nearest thousand.

38 | PGG WRIGHTSON LIMITED

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2019

28 BASIS OF PREPARATION (CONTINUED)

Use of Estimates and Judgements

The preparation of the consolidated financial statements in conformity with NZ IFRS requires management to make judgements, estimates and

assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results

may differ from these estimates and assumptions.

Estimates and assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the

estimate is revised and in any future periods affected.

Information about critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the

consolidated financial statements is included in the following notes:

Note Judgement

1 Operating revenue – construction contracts

11 Carrying value of trade and other receivables

18 Estimates used in determining onerous lease provision

Certain comparative amounts have been reclassified to conform with the current period’s presentation.

29 OTHER SIGNIFICANT ACCOUNTING POLICIES

The accounting policies set out in these financial statements have been applied consistently to all periods presented in these consolidated

financial statements, and have been applied consistently by Group entities.

(a) Basis of Consolidation

Subsidiaries

Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the financial and operating policies of an

entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable are taken into account.

The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date

that control ceases.

Transactions Eliminated on Consolidation

Intra-group balances, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated

financial statements. Unrealised gains arising from transactions with equity accounted investees are eliminated against the investment to the

extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there

is no evidence of impairment.

(b) Foreign Currencies

Foreign Currency Transactions

Transactions in foreign currencies are translated to the respective functional currencies of the group entities at the exchange rates at the dates of

the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency

at that date. The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the

beginning of the period, adjusted for effective interest and payments during the period, and the amortised cost in foreign currency translated at

the exchange rate at the end of the period.

Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at

the exchange rate at the date that fair value was determined. Foreign currency differences arising on retranslation are recognised in profit or loss.

Foreign Operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to New Zealand

dollars at the exchange rates at the reporting date. The income and expenses of foreign operations are translated to New Zealand dollars at

exchange rates at the date of the transactions.

Foreign currency differences are recognised in other comprehensive income and the Foreign Currency Translation Reserve (“FCTR”). When a foreign

operation is disposed of, in part or in full, the relevant amount in the FCTR is transferred to profit or loss.

ANNUAL REPORT 2019 | 39

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

29 OTHER SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(c) Impairment

The carrying value of the Group’s assets are reviewed at each reporting date to determine whether there is any objective evidence of impairment.

An impairment loss is recognised whenever the carrying amount exceeds its recoverable amount. Impairment losses directly reduce the carrying

value of assets and are recognised in profit or loss unless the asset is carried at a revalued amount in accordance with another standard.

Impairment of Equity Instruments

The Group assesses at each reporting date whether there is objective evidence that a financial asset or group of assets is impaired. In the case of

equity instruments that are not held for trading, the Group may elect to present gains and losses through other comprehensive income. If no

election is made fair value gains and losses are recognised in profit or loss.

The recoverable amount of the Group’s investments in held-to-maturity debt instruments and receivables carried at amortised cost is calculated as

the present value of estimated future cash flows, discounted at the original effective interest rate (i.e. the effective interest rate computed at initial

recognition of these financial assets). Receivables with short duration are not discounted.

Impairment losses on an individual basis are determined by an evaluation of the exposures on an instrument by instrument basis. All individual

instruments that are considered significant are subject to this approach.

All known losses are expensed in the period in which it becomes apparent that the receivables are not collectable.

Non-financial Assets

The carrying amounts of the Group’s non-financial assets, other than biological assets, inventories and deferred tax assets are reviewed at each

reporting date to determine whether there is any indication of impairment. If any such indication exists then the recoverable amount of the asset

is estimated.

An impairment loss is recognised if the carrying amount of an asset or the cash-generating unit to which it relates, exceeds the recoverable

amount. A cash-generating unit is the smallest identifiable asset group that generates cash flows that are largely independent from other assets

and groups. Impairment losses are recognised in profit or loss. The recoverable amount of an asset or cash-generating unit is the greater of its

value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using

a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or unit.

In determining the fair value using value in use, regard is given to external market evidence.

(d) Determination of Fair Values

A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and

liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the methods outlined in the respective notes

for the assets and liabilities. Where applicable, further information about the assumptions made is disclosed in the notes specific to that asset or

liability.

(e ) Intangible Assets

Research and Development

The principal research and development activities are in the development of systems and processes.

Research expenditure on the development of new systems and processes is recognised in profit or loss as incurred. Development activities

involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalised

only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are

probable, and the Group intends to and has sufficient resources to complete development and to use or sell the asset. The expenditure capitalised

includes the cost of materials, direct labour and overhead costs that are directly attributable to preparing the asset for its intended use. Other

development expenditure is recognised in profit or loss when incurred.

Capitalised development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses.

(f ) Statement of Cash Flows

The statement of cash flows has been prepared using the direct approach modified by the netting of certain items as disclosed below.

Deposits received less withdrawals are netted as the cash flows are received and disbursed on behalf of customers and reflect the activities of the

customers rather than those of the Group.

40 | PGG WRIGHTSON LIMITED

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2019

29 OTHER SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(g) Disclosure of non-GAAP financial information

Non-GAAP reporting measures have been presented in the Statement of Profit or Loss or referenced to in the notes to the financial statements.

The following non-GAAP measures are relevant to the understanding of the Group financial performance:

– EBITDA (a non-GAAP measure) represents earnings before net interest and finance costs, income tax, depreciation, amortisation and the results

from discontinued operations.

– Operating EBITDA (a non-GAAP measure) represents earnings before net interest and finance costs, income tax, depreciation, amortisation,

results from discontinued operations, fair value adjustments and non-operating items.

The PGW Board and management consider the Operating EBITDA measure to promote a more meaningful communication of financial

information. This measure is also the required information for certain stakeholders and for internal management reporting and review.

(h) Standards and Interpretations That Have Been Issued or Amended But Are Not Yet Effective

A number of new standards and interpretations are not yet effective for the year ended 30 June 2019 and have not been applied in preparing

these consolidated financial statements. These include:

– NZ IFRS 16 Leases becomes effective for the Group from the period beginning 1 July 2019. The new standard replaces NZ IAS 17 and requires

implementation of a new lessee accounting model. This is accomplished by recognising a new right of use asset and a corresponding lease

liability. This is calculated as the present value of the remaining payments on the lease. Under the standard leases of less than 12 months, or of

low value can be excluded from recognition.

There will be a material impact on the group’s financial statements from NZ IFRS 16. The impact to the Statement of Financial Position upon

the recognition of right of use assets and liabilities is estimated to be $164.40 million subject to finalisation of the level of assumed leased roll

overs. There is expected to be an increase in depreciation expense of approximately $16.00 million, and interest expense of approximately

$6.00 million. This is subject to the transition modelling and assumptions used. Operating expenses are expected to reduce by an estimated

$21.40 million resulting in a corresponding increase in Operating EBITDA.

– A variety of minor improvements to standards have been made in order to clarify various treatments of specific transactions. These are not

expected to have an impact on the Group’s financial results.

ANNUAL REPORT 2019 | 41

ADDITIONAL FINANCIAL DISCLOSURES
42 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 43

FOREIGN CURRENCY REALISED CAPITAL

SHARE TRANSLATION AND REVALUATION

DEFINED BENEFIT FAIR VALUE RETAINED NON-CONTROLLING TOTA L

CAPITAL RESERVE RESERVES PLAN RESERVE RESERVE EARNINGS INTEREST EQUITY

$000 $000 $000 $000 $000 $000 $000 $000

Balance at 1 July 2017 606,324 (10,281) 23,999 (14,087) (2,587) (316,121) 2,464 289,711

Total comprehensive income for the period

Profit or loss – – –

– – 17,964 923 18,887

Other comprehensive income:

Foreign currency translation differences – 6,558 –

– – – (150) 6,408

Defined benefit plan actuarial gains/(losses), net of tax – – – 1,785 – – – 1,785

Total other comprehensive income – 6,558 – 1,785 – – (150) 8,193

Total comprehensive income for the period – 6,558 – 1,785 – 17,964 773 27,080

Transactions with shareholders recorded directly in equity

Contributions by and distributions to shareholders

Dividends to shareholders

– – – – – (28,570) (759) (29,329)

Total contributions by and distributions to shareholders – – – – – (28,570) (759) (29,329)

Transfer to retained earnings – – – 3,260 – (3,260) – –

Balance at 30 June 2018 606,324 (3,723) 23,999 (9,042) (2,587) (329,987) 2,478 287,462

Balance at 1 July 2018 606,324 (3,723) 23,999 (9,042) (2,587) (329,987) 2,478 287,462

Adjustment on adoption of NZ IFRS 9, net of tax – – – – – (324) – (324)

Adjusted balance at 1 July 2018 606,324 (3,723) 23,999 (9,042) (2,587) (330,311) 2,478 287,138

Total comprehensive income for the period

Profit or loss – – –

– – 131,123 683 131,806

Other comprehensive income:

Foreign currency translation differences – (867) –

– – – (17) (884)

Changes in asset revaluation reserve – – 403 – – – – 403

Changes in fair value of equity instrument, net of tax – – – – 21 – – 21

Defined benefit plan actuarial gains/(losses), net of tax – – – (5,398) – – – (5,398)

Total other comprehensive income – (867) 403 (5,398) 21 – (17) (5,858)

Total comprehensive income for the period - (867) 403 (5,398) 21 131,123 666 125,948

Transactions with shareholders recorded directly in equity

Contributions by and distributions to shareholders

Share repurchase and cancellation (6) – –

– – – – (6)

Dividends to shareholders – – – – – (15,267) (1,189) (16,456)

Total contributions by and distributions to shareholders (6) – – – – (15,267) (1,189) (16,462)

Sale of PGG Wrightson Seeds Holdings Limited

Reclassification of reserves to Profit & Loss – 3,741 –

– – – (2,101) 1,640

Reclassification of reserves to Retained Earnings – 849 260 – – (1,255) 146 –

Total reclassification to Profit of Loss – 4,590 260 – – (1,255) (1,955) 1,640

Transfer to retained earnings

Other – – –

2,768 – (2,768) – –

Total transfer to retained earnings – – – 2,768 – (2,768) – –

Balance at 30 June 2019 606,318 – 24,662 (11,672) (2,566) (218,478) – 398,264

PGG WRIGHTSON LIMITED

STATEMENT OF CHANGES IN EQUITY

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

42 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 43

FOREIGN CURRENCY REALISED CAPITAL

SHARE TRANSLATION AND REVALUATION

DEFINED BENEFIT FAIR VALUE RETAINED NON-CONTROLLING TOTA L

CAPITAL RESERVE RESERVES PLAN RESERVE RESERVE EARNINGS INTEREST EQUITY

$000 $000 $000 $000 $000 $000 $000 $000

Balance at 1 July 2017 606,324 (10,281) 23,999 (14,087) (2,587) (316,121) 2,464 289,711

Total comprehensive income for the period

Profit or loss – – –

– – 17,964 923 18,887

Other comprehensive income:

Foreign currency translation differences – 6,558 –

– – – (150) 6,408

Defined benefit plan actuarial gains/(losses), net of tax – – – 1,785 – – – 1,785

Total other comprehensive income – 6,558 – 1,785 – – (150) 8,193

Total comprehensive income for the period – 6,558 – 1,785 – 17,964 773 27,080

Transactions with shareholders recorded directly in equity

Contributions by and distributions to shareholders

Dividends to shareholders

– – – – – (28,570) (759) (29,329)

Total contributions by and distributions to shareholders – – – – – (28,570) (759) (29,329)

Transfer to retained earnings – – – 3,260 – (3,260) – –

Balance at 30 June 2018 606,324 (3,723) 23,999 (9,042) (2,587) (329,987) 2,478 287,462

Balance at 1 July 2018 606,324 (3,723) 23,999 (9,042) (2,587) (329,987) 2,478 287,462

Adjustment on adoption of NZ IFRS 9, net of tax – – – – – (324) – (324)

Adjusted balance at 1 July 2018 606,324 (3,723) 23,999 (9,042) (2,587) (330,311) 2,478 287,138

Total comprehensive income for the period

Profit or loss – – –

– – 131,123 683 131,806

Other comprehensive income:

Foreign currency translation differences – (867) –

– – – (17) (884)

Changes in asset revaluation reserve – – 403 – – – – 403

Changes in fair value of equity instrument, net of tax – – – – 21 – – 21

Defined benefit plan actuarial gains/(losses), net of tax – – – (5,398) – – – (5,398)

Total other comprehensive income – (867) 403 (5,398) 21 – (17) (5,858)

Total comprehensive income for the period - (867) 403 (5,398) 21 131,123 666 125,948

Transactions with shareholders recorded directly in equity

Contributions by and distributions to shareholders

Share repurchase and cancellation (6) – –

– – – – (6)

Dividends to shareholders – – – – – (15,267) (1,189) (16,456)

Total contributions by and distributions to shareholders (6) – – – – (15,267) (1,189) (16,462)

Sale of PGG Wrightson Seeds Holdings Limited

Reclassification of reserves to Profit & Loss – 3,741 –

– – – (2,101) 1,640

Reclassification of reserves to Retained Earnings – 849 260 – – (1,255) 146 –

Total reclassification to Profit of Loss – 4,590 260 – – (1,255) (1,955) 1,640

Transfer to retained earnings

Other – – –

2,768 – (2,768) – –

Total transfer to retained earnings – – – 2,768 – (2,768) – –

Balance at 30 June 2019 606,318 – 24,662 (11,672) (2,566) (218,478) – 398,264

PGG WRIGHTSON LIMITED

STATEMENT OF CHANGES IN EQUITY

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

42 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 43

FOREIGN CURRENCY REALISED CAPITAL

SHARE TRANSLATION AND REVALUATION DEFINED BENEFIT FAIR VALUE RETAINED NON-CONTROLLING TOTA L

CAPITAL RESERVE RESERVES PLAN RESERVE RESERVE EARNINGS INTEREST EQUITY

$000 $000 $000 $000 $000 $000 $000 $000

Balance at 1 July 2017 606,324 (10,281) 23,999 (14,087) (2,587) (316,121) 2,464 289,711

Total comprehensive income for the period

Profit or loss – – – – – 17,964 923 18,887

Other comprehensive income:

Foreign currency translation differences – 6,558 – – – – (150) 6,408

Defined benefit plan actuarial gains/(losses), net of tax – – – 1,785 – – – 1,785

Total other comprehensive income – 6,558 – 1,785 – – (150) 8,193

Total comprehensive income for the period – 6,558 – 1,785 – 17,964 773 27,080

Transactions with shareholders recorded directly in equity

Contributions by and distributions to shareholders

Dividends to shareholders

– – – – – (28,570) (759) (29,329)

Total contributions by and distributions to shareholders – – – – – (28,570) (759) (29,329)

Transfer to retained earnings – – – 3,260 – (3,260) – –

Balance at 30 June 2018 606,324 (3,723) 23,999 (9,042) (2,587) (329,987) 2,478 287,462

Balance at 1 July 2018 606,324 (3,723) 23,999 (9,042) (2,587) (329,987) 2,478 287,462

Adjustment on adoption of NZ IFRS 9, net of tax – – – – – (324) – (324)

Adjusted balance at 1 July 2018 606,324 (3,723) 23,999 (9,042) (2,587) (330,311) 2,478 287,138

Total comprehensive income for the period

Profit or loss – – – – – 131,123 683 131,806

Other comprehensive income:

Foreign currency translation differences – (867) – – – – (17) (884)

Changes in asset revaluation reserve – – 403 – – – – 403

Changes in fair value of equity instrument, net of tax – – – – 21 – – 21

Defined benefit plan actuarial gains/(losses), net of tax – – – (5,398) – – – (5,398)

Total other comprehensive income – (867) 403 (5,398) 21 – (17) (5,858)

Total comprehensive income for the period - (867) 403

(5,398) 21 131,123 666 125,948

Transactions with shareholders recorded directly in equity

Contributions by and distributions to shareholders

Share repurchase and cancellation (6) – – – – – – (6)

Dividends to shareholders – – – – – (15,267) (1,189) (16,456)

Total contributions by and distributions to shareholders (6) – – – – (15,267) (1,189) (16,462)

Sale of PGG Wrightson Seeds Holdings Limited

Reclassification of reserves to Profit & Loss – 3,741 – – – – (2,101) 1,640

Reclassification of reserves to Retained Earnings – 849 260 – – (1,255) 146 –

Total reclassification to Profit of Loss – 4,590 260 – – (1,255) (1,955) 1,640

Transfer to retained earnings

Other – – – 2,768 – (2,768) – –

Total transfer to retained earnings – – – 2,768 – (2,768) – –

Balance at 30 June 2019 606,318 – 24,662 (11,672) (2,566) (218,478) – 398,264

PGG WRIGHTSON LIMITED

STATEMENT OF CHANGES IN EQUITY

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

42 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 43

FOREIGN CURRENCY REALISED CAPITAL

SHARE TRANSLATION AND REVALUATION DEFINED BENEFIT FAIR VALUE RETAINED NON-CONTROLLING TOTA L

CAPITAL RESERVE RESERVES PLAN RESERVE RESERVE EARNINGS INTEREST EQUITY

$000 $000 $000 $000 $000 $000 $000 $000

Balance at 1 July 2017 606,324 (10,281) 23,999 (14,087) (2,587) (316,121) 2,464 289,711

Total comprehensive income for the period

Profit or loss – – – – – 17,964 923 18,887

Other comprehensive income:

Foreign currency translation differences – 6,558 – – – – (150) 6,408

Defined benefit plan actuarial gains/(losses), net of tax – – – 1,785 – – – 1,785

Total other comprehensive income – 6,558 – 1,785 – – (150) 8,193

Total comprehensive income for the period – 6,558 – 1,785 – 17,964 773 27,080

Transactions with shareholders recorded directly in equity

Contributions by and distributions to shareholders

Dividends to shareholders

– – – – – (28,570) (759) (29,329)

Total contributions by and distributions to shareholders – – – – – (28,570) (759) (29,329)

Transfer to retained earnings – – – 3,260 – (3,260) – –

Balance at 30 June 2018 606,324 (3,723) 23,999 (9,042) (2,587) (329,987) 2,478 287,462

Balance at 1 July 2018 606,324 (3,723) 23,999 (9,042) (2,587) (329,987) 2,478 287,462

Adjustment on adoption of NZ IFRS 9, net of tax – – – – – (324) – (324)

Adjusted balance at 1 July 2018 606,324 (3,723) 23,999 (9,042) (2,587) (330,311) 2,478 287,138

Total comprehensive income for the period

Profit or loss – – – – – 131,123 683 131,806

Other comprehensive income:

Foreign currency translation differences – (867) – – – – (17) (884)

Changes in asset revaluation reserve – – 403 – – – – 403

Changes in fair value of equity instrument, net of tax – – – – 21 – – 21

Defined benefit plan actuarial gains/(losses), net of tax – – – (5,398) – – – (5,398)

Total other comprehensive income – (867) 403 (5,398) 21 – (17) (5,858)

Total comprehensive income for the period - (867) 403 (5,398) 21 131,123

666 125,948

Transactions with shareholders recorded directly in equity

Contributions by and distributions to shareholders

Share repurchase and cancellation (6) – – – – – – (6)

Dividends to shareholders – – – – – (15,267) (1,189) (16,456)

Total contributions by and distributions to shareholders (6) – – – – (15,267) (1,189) (16,462)

Sale of PGG Wrightson Seeds Holdings Limited

Reclassification of reserves to Profit & Loss – 3,741 – – – – (2,101) 1,640

Reclassification of reserves to Retained Earnings – 849 260 – – (1,255) 146 –

Total reclassification to Profit of Loss – 4,590 260 – – (1,255) (1,955) 1,640

Transfer to retained earnings

Other – – – 2,768 – (2,768) – –

Total transfer to retained earnings – – – 2,768 – (2,768) – –

Balance at 30 June 2019 606,318 – 24,662 (11,672) (2,566) (218,478) – 398,264

PGG WRIGHTSON LIMITED

STATEMENT OF CHANGES IN EQUITY

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

42 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2019 | 43

FOREIGN CURRENCY REALISED CAPITAL

SHARE TRANSLATION AND REVALUATION DEFINED BENEFIT FAIR VALUE RETAINED NON-CONTROLLING TOTA L

CAPITAL RESERVE RESERVES PLAN RESERVE RESERVE EARNINGS INTEREST EQUITY

$000 $000 $000 $000 $000 $000 $000 $000

Balance at 1 July 2017 606,324 (10,281) 23,999 (14,087) (2,587) (316,121) 2,464 289,711

Total comprehensive income for the period

Profit or loss – – – – – 17,964 923 18,887

Other comprehensive income:

Foreign currency translation differences – 6,558 – – – – (150) 6,408

Defined benefit plan actuarial gains/(losses), net of tax – – – 1,785 – – – 1,785

Total other comprehensive income – 6,558 – 1,785 – – (150) 8,193

Total comprehensive income for the period – 6,558 – 1,785 – 17,964 773 27,080

Transactions with shareholders recorded directly in equity

Contributions by and distributions to shareholders

Dividends to shareholders

– – – – – (28,570) (759) (29,329)

Total contributions by and distributions to shareholders – – – – – (28,570) (759) (29,329)

Transfer to retained earnings – – – 3,260 – (3,260) – –

Balance at 30 June 2018 606,324 (3,723) 23,999 (9,042) (2,587) (329,987) 2,478 287,462

Balance at 1 July 2018 606,324 (3,723) 23,999 (9,042) (2,587) (329,987) 2,478 287,462

Adjustment on adoption of NZ IFRS 9, net of tax – – – – – (324) – (324)

Adjusted balance at 1 July 2018 606,324 (3,723) 23,999 (9,042) (2,587) (330,311) 2,478 287,138

Total comprehensive income for the period

Profit or loss – – – – – 131,123 683 131,806

Other comprehensive income:

Foreign currency translation differences – (867) – – – – (17) (884)

Changes in asset revaluation reserve – – 403 – – – – 403

Changes in fair value of equity instrument, net of tax – – – – 21 – – 21

Defined benefit plan actuarial gains/(losses), net of tax – – – (5,398) – – – (5,398)

Total other comprehensive income – (867) 403 (5,398) 21 – (17) (5,858)

Total comprehensive income for the period - (867) 403 (5,398) 21 131,123 666

125,948

Transactions with shareholders recorded directly in equity

Contributions by and distributions to shareholders

Share repurchase and cancellation (6) – – – – – – (6)

Dividends to shareholders – – – – – (15,267) (1,189) (16,456)

Total contributions by and distributions to shareholders (6) – – – – (15,267) (1,189) (16,462)

Sale of PGG Wrightson Seeds Holdings Limited

Reclassification of reserves to Profit & Loss – 3,741 – – – – (2,101) 1,640

Reclassification of reserves to Retained Earnings – 849 260 – – (1,255) 146 –

Total reclassification to Profit of Loss – 4,590 260 – – (1,255) (1,955) 1,640

Transfer to retained earnings

Other – – – 2,768 – (2,768) – –

Total transfer to retained earnings – – – 2,768 – (2,768) – –

Balance at 30 June 2019 606,318 – 24,662 (11,672) (2,566) (218,478) – 398,264

PGG WRIGHTSON LIMITED

STATEMENT OF CHANGES IN EQUITY

For the year ended 30 June 2019

PGG WRIGHTSON LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 30 June 2019

ADDITIONAL FINANCIAL DISCLOSURES

30 CAPITAL AND RESERVES

No. OF SHARES No. OF SHARES

2019 2018 2019 2018

000 000 $000 $000

On issue at 1 July 754,839 754,849 606,318 606,324

Share capital on issue at 30 June 754,839 754,849 606,318 606,324

All shares are ordinary fully paid shares with no par value, carry equal voting rights and share equally in any profit on the winding up of the Group.

Foreign currency translation reserve

The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations and

the translation of liabilities that hedge the Group’s net investment in a foreign subsidiary. Following the sale of the Seed & Grain segment which

includes all of the Group’s foreign operations and subsidiaries, the amount in the translation reserve has been taken to the Profit or Loss (within

gain on sale in discontinued operations) and the translation reserve was cleared to nil.

Realised capital and revaluation reserves

The realised capital reserve comprises the cumulative net capital gains that have been realised. The revaluation reserve relates to historic

revaluations of property, plant and equipment. The balances relating to the Seed & Grain segment have been transferred to Retained Earnings.

Defined benefit plan reserve

The defined benefit plan reserve contains actuarial gains and losses on plan assets and defined benefit obligations. During the year ended 30 June

2019, the amount of $2.77 million was transferred from the defined benefit reserve to retained earnings (30 June 2018: $3.26 million) . This amount

represents the tax impact of lump sum cash contributions made.

Fair value reserve

The fair value reserve comprises the cumulative net change in the fair value of available-for-sale financial assets and equity investments elected at

fair value through other comprehensive income until the investments are derecognised or impaired.

Retained earnings

Retained earnings equals accumulated undistributed profit.

Dividends

A fully imputed 2019 interim dividend of 0.75 cents per share was paid on 5 April 2019 and a fully imputed 2018 final dividend of 1.25 cents per

share was paid on 3 October 2018 (2018: Fully imputed 2018 interim dividend of 1.75 cents per share was paid on 5 April 2018 and a fully imputed

2017 final dividend of 2.0 cents per share was paid on 4 October 2017).

Share Capital Accounting Policies

Ordinary Share Capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction

from equity.

Repurchase of Share Capital

When share capital recognised as equity is repurchased, the amount of the consideration paid, including directly attributable costs, is

recognised as a deduction from equity. Repurchased shares are cancelled. Treasury stock for which unrestricted ownership has not yet been

transferred are not cancelled.

44 | PGG WRIGHTSON LIMITED

© 2019 KPMG, a New Zealand partnership and a member firm of the KPMG network of independent
member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.

Independent Auditor’s Report

To the shareholders of PGG Wrightson Limited

Report on the audit of the consolidated financial statements

Opinion

In our opinion, the accompanying consolidated

financial statements of PGG Wrightson Limited

(the ’company’) and its subsidiaries (the 'Group') on

pages 1 to 44:

i.present fairly in all material respects the Group’s

financial position as at 30 June 2019 and its

financial performance and cash flows for the year

ended on that date; and

ii.comply with New Zealand Equivalents to

International Financial Reporting Standards and

International Financial Reporting Standards.

We have audited the accompanying consolidated

financial statements which comprise:

—the consolidated statement of financial position

as at 30 June 2019;

—the consolidated statements of profit and loss,

other comprehensive income, changes in equity

and cash flows for the year then ended;

—the segment report as at and for the year ended

30 June 2019; and

—additional financial disclosures, including notes

to the financial statements.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the group in accordance with Professional and Ethical Standard 1 (Revised) Code of Ethics

for Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards Board and the

International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (‘IESBA Code’),

and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the

consolidated financial statements section of our report.

Our firm has also provided other services to the Group in relation to a special purpose audit of the Seed & Grain

balance sheet, regulatory assurance and agreed upon procedures. Subject to certain restrictions, partners and

employees of our firm may also deal with the Group on normal terms within the ordinary course of trading activities

of the business of the Group. These matters have not impaired our independence as auditor of the Group. The

firm has no other relationship with, or interest in, the Group.

Materiality

The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the

nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually

and on the consolidated financial statements as a whole. The materiality for the consolidated financial statements

as a whole was set at $2,200,000 determined with reference to a combination of Group revenue and Group net

profit before tax. We chose the benchmark because, in our view, this is a key measure of the Group’s

performance.

ANNUAL REPORT 2019 | 45

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

the consolidated financial statements in the current period. We summarise below those matters and our key audit

procedures to address those matters in order that the shareholders as a body may better understand the process

by which we arrived at our audit opinion. Our procedures were undertaken in the context of and solely for the

purpose of our statutory audit opinion on the consolidated financial statements as a whole and we do not express

discrete opinions on separate elements of the consolidated financial statements

The key audit matter How the matter was addressed in our audit

Sale of the Seed & Grain business ($134.3 million gain on sale – refer note 7)

During the year, the Group completed the

sale of the Seed & Grain business to DLF

Seeds A/S.

This resulted in a gain on sale of

$134.3 million and the presentation of the

Seed & Grain operating result prior to

sale as a discontinued operation within

the profit and loss.

Following the completion of the sale there

have been transactions and decisions which

have had a significant impact on the financial

statements. These include commencing the

process of the corporate recalibration, a

capital distribution to shareholders, and

repayment of bank debt.

This is considered a key audit matter given

the significance and profile of the transaction

and the judgement associated with

recognition and presentation of expenses.

Our audit procedures included:

—examining the Sale and Purchase Agreement and the

receipt of funds;

—challenging the accuracy and valuation of the net assets of

the Seed & Grain business unit as at 30 April 2019, including

the additional 50% investment in Agimol Corporation S.A.

(AgroCentro), which resulted in the Group consolidating

AgroCentro into Seed & Grain;

—challenging the allocation of costs between transaction

costs or the Seed & Grain business’ results;

—assessing the transactions to remove the net assets of

Seed & Grain and eliminate Group consolidation balances

such as the Foreign Currency Translation Reserve;

—assessing the presentation of results from discontinued

operations, including the restatement of comparative

information;

—assessing the presentation of subsequent events up to the

date of the approval of the financial statements; and

—challenging the timing of the recognition and accuracy of

costs associated with the corporate recalibration.

Our procedures did not identify any significant variances that

would impact the cost allocation, gain on sale or disclosures

related to the sale of the Seed & Grain business.

Other information

The Directors, on behalf of the Group, are responsible for the other information included in Group’s Annual Report.

Other information may include the Chairman and Chief Executive Officer’s report, disclosures relating to corporate

governance, statutory disclosures and shareholder information. Our opinion on the consolidated financial

statements does not cover any other information and we do not express any form of assurance conclusion

thereon.

The Group's Annual Report is expected to be made available to us after the date of this Independent Auditor's

Report. Our responsibility is to read the Group's Annual Report when it becomes available and consider whether

the other information it contains is materially inconsistent with the consolidated financial statements, or our

knowledge obtained in the audit, or otherwise appear misstated. If so, we are required to report such matters to

the Directors.

46 | PGG WRIGHTSON LIMITED








Use of this independent auditor’s report

This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been

undertaken so that we might state to the shareholders those matters we are required to state to them in the

independent 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 shareholders as a body for our audit work, this independent

auditor’s report, or any of the opinions we have formed.

Responsibilities of the Directors for the consolidated financial

statements

The Directors, on behalf of the company, are responsible for:

— the preparation and fair presentation of the consolidated financial statements in accordance with generally

accepted accounting practice in New Zealand (being New Zealand Equivalents to International Financial

Reporting Standards) and International Financial Reporting Standards;

— implementing necessary internal control to enable the preparation of a consolidated set of financial statements

that is fairly presented and free from material misstatement, whether due to fraud or error; and

— assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related to

going concern and using the going concern basis of accounting unless they either intend to liquidate 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 objective is:

— 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 independent 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 will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error. They 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 these consolidated financial statements is located at

the External Reporting Board (XRB) website at: http://www.xrb.govt.nz/standards-for-assurance-

practitioners/auditors-responsibilities/audit-report-1/. This description forms part of our independent auditor’s

report.

The engagement partner on the audit resulting in this independent auditor's report is Peter Taylor.

For and on behalf of



KPMG

Christchurch

12 August 2019



ANNUAL REPORT 2019 | 47

---

Template
Results announcement

(for Equity Security issuer/Equity and Debt Security issuer)

Updated as at 8 May 2019



Results for announcement to the market

Name of issuer PGG Wrightson Limited

Reporting Period 12 months to 30 June 2019

Previous Reporting Period 12 months to 30 June 2018

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$809,255 +0.1%

Total Revenue $1,179,918 -1.2%

Net profit/(loss) from

continuing operations

$4,000 -55.6%

Total net profit/(loss) $131,806 +597.9%

Final Dividend

Amount per Quoted Equity

Security

$0.075 (on a post share consolidation basis)

Imputed amount per Quoted

Equity Security

$0.029 (on a post share consolidation basis)

Record Date 11/09/2019

Dividend Payment Date 02/10/2019

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$0.492

(calculated on a pre share

consolidation basis)

$0.342

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Refer to results release and audited financial statements.

Total Revenue includes revenue from discontinued operations of

$370,663,000.

Total net profit includes net profit from discontinued operations

of $127,806,000. This figure includes the gain on the sale of the

Seed & Grain segment.

The net tangible assets per share amount noted above is

calculated on a pre share consolidation basis.

The final dividend per share amount noted above is calculated

on a post share consolidation basis. The final dividend is to be

paid post share consolidation.


Authority for this announcement

Name of person


authorised

to make this announcement

Julian Daly

Contact person for this
announcement

Julian Daly

Contact phone number 027 5533373

Contact email address jdaly@pggwrightson.co.nz

Date of release through MAP


13/08/2019

---

Template
Distribution Notice


Updated as at 8 May 2019

Please note: all cash amounts in this form should be provided to 8 decimal places


Section 1: Issuer information

Name of issuer PGG Wrightson Limited

Financial product name/description Ordinary shares

NZX ticker code PGW

ISIN (If unknown, check on NZX

website)


NZREIE0001S4

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year X Quarterly

Half Year Special

DRP applies

Record date 11/09/2019

Ex-Date (one business day before

the Record Date)

10/09/2019

Payment date (and allotment date for

DRP)

02/10/2019

Total monies associated with the

distribution

1


$5,661,306.23 (75,484,083 shares @ $0.075 / share)

Source of distribution (for example,

retained earnings)

Retained earnings

Currency NZD

Section 2: Distribution amounts per financial product

Gross distribution

2

$0.10416667

Total cash distribution

3

$0.07500000

Excluded amount (applicable to listed

PIEs)

N/A

Supplementary distribution amount $0.01323529

Section 3: Imputation credits and Resident Withholding Tax

4


Is the distribution imputed Fully imputed

Partial imputation

No imputation

If fully or partially imputed, please

state imputation rate as % applied

38.88% ($0.02916667 imputation credits / $0.07500000

cash distribution)

Imputation tax credits per financial

product

$0.02916667


1

Continuous issuers should indicate that this is based on the number of units on issue at the date of the form

2

“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of

Resident Withholding Tax (RWT).

3

“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT.

This should include any excluded amounts, where applicable to listed PIEs.

4

The imputation credits plus the RWT amount is 33% of the gross distribution for the purposes of this form. If the distribution is fully

imputed the imputation credits will be 28% of the gross distribution with remaining 5% being RWT. This does not constitute advice

as to whether or not RWT needs to be withheld.

Resident Withholding Tax per
financial product

$0.00520833

Section 4: Distribution re-investment plan (if applicable)

DRP % discount (if any)

%

Start date and end date for

determining market price for DRP


Date strike price to be announced (if

not available at this time)


Specify source of financial products

to be issued under DRP programme

(new issue or to be bought on

market)


DRP strike price per financial product

$

Last date to submit a participation

notice for this distribution in

accordance with DRP participation

terms


Section 5: Authority for this announcement

Name of person


authorised to make

this announcement

Julian Daly

Contact person for this

announcement

Julian Daly

Contact phone number 027 5533373

Contact email address jdaly@pggwrightson.co.nz

Date of release through MAP


13/08/2019

---

13 August 2019

FY2019 a transformational year for PGG Wrightson


Financial Performance and Business Transformation

PGG Wrightson Ltd* (PGW) announced for the year ended 30 June 2019 a full year operating earnings before

interest, tax, depreciation and amortisation (Operating EBITDA)** of $24.4 million (FY2018 $34.5 million) and a

record net profit after tax (NPAT) of $131.8 million (FY2018 $18.9 million).


PGW Chairman Rodger Finlay said, “FY2019 has been a transformational year for PGW, both for the business

and shareholders. The change brought about by the sale of the Seed & Grain business completed on 1 May

2019 was significant for PGW with the proceeds from the transaction paving the way for a capital distribution to

shareholders of approximately $234.0 million.”


“Our strategic relationship with the new owners of Seed & Grain, DLF Seeds A/S, is a positive one. While this

deal has been transformational for PGW, it remains very much business as usual for our frontline staff and our

customers. We will continue to work closely with the PGG Wrightson Seeds team to bring their products to our

customers, and the seed category will continue to be profitable for our retail business.”


“Reflecting on FY2019 I think we can say it was one of the most operationally challenging of recent years. Farmer

confidence in parts of the agriculture sector remains subdued, constraining farm spending and therefore our

revenue growth over the year. This has also been evident in recent months with a discernible tightening in the

credit environment. This has seen a small increase in our overdue debtors and increased provisions taken at

year-end for doubtful debts. Nevertheless, we’ve chosen to continue to invest in and build our business as we

plan for farm spending to recover. Notably we’ve increased the pace of our IT spend as a number of key projects

are being implemented. As a result, PGW finished the year slightly under the lower end of our Operating EBITDA

guidance range of $25.0 million. On the other hand, net profit after tax benefited from the capital gain on sale of

the Seed & Grain business and at $131.8 million is a record result for PGW,” said Mr Finlay.


PGW Chief Executive Stephen Guerin added, “In our announcement on 9 May 2019 we indicated that we

expected to end the financial year near the bottom of our Operating EBITDA guidance range given that we were

cautious about trading conditions through the last quarter. As is often the case, on farm conditions have had an

influence on performance in the sector and in turn PGW, and FY2019 was no exception.”


“The impact of Mycoplasma bovis (M bovis) was felt across the Livestock and the Rural Supplies businesses.

Most particularly with reduced dairy herd settlements, a reduction in tallies, a softening of demand for dairy beef,

and a more cautious approach to spending in the dairy sector across a range of farm inputs. Market conditions

continued to challenge both our Real Estate and Wool businesses with results down on last year.


“It is important to note that this Operating EBITDA result no longer includes any contribution from the Seed &

Grain business which has been reported as a discontinued operation in our results for FY2019 and the

comparative year.”


Retail & Water

“Operating EBITDA was back $4.2 million on the record result of FY2018. The strong performer within this group

continues to be Fruitfed, who along with Agritrade increased its Operating EBITDA result on last year. Market

conditions for the horticultural sector remained positive despite some adverse conditions at key pollination,

growing and harvesting periods. The development of orchards and vineyards around the country continue to

drive revenue growth for Fruitfed.”


“A factor in the reduction in Operating EBITDA for the group was a claim event noted in our half-year results in

February 2019. A settlement was reached with our supplier that partially compensated PGW for the

consequences arising from the supply of the defective product with a financial impact of approximately $1.8 million

that was not recovered. In addition, higher petrol prices over the year also impacted earnings in Retail & Water

along with other parts of our business.”


“The rollout of our new retail point of sale system in the first quarter of FY2019 is an important milestone in our

larger e-commerce programme that reflects the group’s focus on technology applications in the business.”






Agency

“Our Agency business incorporates the Livestock, Wool and Real Estate businesses, as well as our referral

commissions for insurance and finance services. Trading for this group is weighted towards the second half of

the financial year. Agency’s Operating EBITDA was back $4.7 million on last year with all businesses continuing

to be impacted by the market conditions throughout FY2019.”


“Livestock was down on earnings at the half year mark and did not recover to the extent expected over the second

half despite strong sheep and beef commodity pricing and demand. The finishing of sheep and cattle was

delayed, with many farmers holding onto stock through until the late-autumn and into the winter months. In

addition, the effects of M bovis were felt across the sector and impacted dairy herd settlements and farmers

trading dairy beef.”


“Innovation remains a focus for the Livestock team with a major project coming to fruition during the year. PGW’s

new online livestock trading channel, bidr®, was delivered to market during the last quarter of FY2019. In addition,

digital tools for our highly mobile Livestock team were delivered to keep agents up to date with the latest market

intelligence.”


Cash Flow and Debt

“Total group cash flows were $199.6 million which predominantly relates to the cash received for the sale of Seed

& Grain, leaving us with a cash balance of $210.5 million by 30 June 2019.


“Net cash flow (including the Seed & Grain business) from operating activities was a $49.0 million outflow. This

results from investments in working capital including investment in Go livestock products of $8.3 million. In

addition, lump sum funding payments of approximately $10.3 million were made to the group’s Defined Benefit

Pension Scheme (Plan) to bring the Plan into actuarial equilibrium in June 2019.”


“PGW negotiated and entered into new bank facilities in July 2019 providing for core facilities of up to $50.0 million

and a working capital facility of up to $70.0 million. It is pleasing to note that very competitive terms have been

struck for these banking arrangements and this further underscores the confidence in the fundamentals of the

business and PGW’s future.”


Corporate Structure Review

“Following the divestment of the Seed & Grain business in May, the PGW Board commenced a review of the

corporate service model for the business. Outcomes from the review are now being implemented in a staged

manner as we recalibrate our corporate structure to capture efficiencies while also configuring our back office to

best serve our customers and our re-sized operation. We expect to see the benefit of cost savings flow through

progressively with savings in excess of $2.5 million expected in FY2020,” said Mr Guerin.


Outlook and Dividend Declaration

Mr Finlay continued, “as noted earlier, with the transformational change that PGW has undergone over the last

12 months, we believe that we are positioned well for the current financial year and beyond. But with only six

weeks of trading to date it is too soon yet to get a sense for trading performance in the first half of FY2020.”


“The impact of M bovis on dairy and beef and uncertainty regarding regulatory change affecting agriculture is

impacting confidence levels in the rural sector. We are seeing a more cautious approach to investment and

expenditure from our customers.”


“With continued strong global demand for protein, and as livestock farmers and the wider industry gain a better

understanding and increased confidence in the management of M bovis, we believe we will see the positive effect

of those factors flow through into improved trading. We are also buoyed by the ongoing confidence in the

horticulture sector and we anticipate that the Fruitfed business will continue to go from strength to strength as this

sector grows.”


“Whilst it is too soon to provide firm guidance about expectations for FY2020, the Board considers that post

implementation of the corporate restructuring, and assuming a more normal trading year and continuing

confidence in commodity prices, we expect to see PGW achieving Operating EBITDA in excess of $30.0 million

(before adjusting for the impact from the new accounting standard for leases: IFRS16).”


“Based on this confidence, the Board has declared a fully imputed dividend of 7.5 cents per share, which will be

paid on 2 October 2019. This will effectively bring the total fully imputed dividends paid for the year to 15.0 cents

per share on a post share consolidation basis.”





“We will be in a better position to provide FY2020 guidance at the time of our Annual Shareholders Meeting in

October when we have seen the start of the busy spring trading period.”


“With the Seed & Grain transaction and the capital return behind us, we are sharpening our focus on the core

PGW offerings that have made the business a key part of the New Zealand agricultural landscape for more than

160 years. The Board and management team will be reassessing our strategy and exploring opportunities to

innovate and grow our business as we continue to demonstrate to our customers why PGW is their preferred

partner for their agri-business needs.”


Governance Changes

“Ronald Seah has informed the Board of his intention to retire effective on 31 August 2019. Ronald joined the

Board in December 2012 and has diligently served the company as an independent director for a little under

seven years.”


“Ronald is pleased to have held office through to the successful conclusion of the Seed & Grain transaction and

capital distribution. The Board offers its sincere thanks to Ronald for his leadership and dedication since his

appointment as a director and wishes him all the very best for the future. We consider that the Board has an

appropriate mix of skills going forward with five directors inclusive of three independent directors. Accordingly,

the Board does not intend to make any further appointments following Ronald’s retirement at the end of the

month.” Mr Finlay said.


-Ends-



For all media enquiries please contact:

Linda Chalmers

PGG Wrightson Group Communication and Brand Manager

Phone: +64(0)27 405 3241



*All references to PGG Wrightson Limited or the Group refer to the Company, its subsidiaries and interests in associates and

jointly controlled entities.

**Operating EBITDA: Earnings before net interest and finance costs, income tax, depreciation, amortisation, the results from

discontinued operations, fair value adjustments and non-operating items.

PGW has used non-GAAP profit measures when discussing financial performance in this document. For a comprehensive

discussion on the use of non-GAAP profit measures, please refer to the policy “Non-GAAP Accounting Information” available

at www.pggwrightson.co.nz

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.