FY2019 a transformation year for PGG Wrightson
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
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– 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
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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
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– 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
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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
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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
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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
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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.