Seeka announces its 31 December 2019 result
1SEEKA LIMITED | ANNUAL REPORT 2019
2019
ANNUAL REPORT
ANNUAL REPORT 2019 | SEEKA LIMITED2
CONTENTS
1
From the Chairman and Chief Executive
13
2019 financial statements
59
Independent auditor's report
66
Sustainability report
69
Corporate governance and disclosures
88
Directory
1SEEKA LIMITED | ANNUAL REPORT 2019
FROM THE CHAIRMAN AND CHIEF EXECUTIVE
Seeka is pleased to provide you with our annual report covering our performance, strategic progress and audited financial results
for the year ended 31 December 2019. The company has made excellent progress on its strategic growth pathway, including
consolidating business units and reducing debt through orchard sales, while continuing to deliver excellent results to our grower
clients.
The Group's financial performance was impacted by early 2019’s long dry summer which lowered Hayward kiwifruit yields
in both Australia and New Zealand. Hayward volumes were well down on forecast and prior year yields, and negatively
impacted our financial results. Offsetting this, Seeka expanded our core business with the purchase of Aongatete, delivered
cost efficiencies, made good gains on the sale of Northland orchard assets, and delivered significant improvements in our retail
services business. Operationally, the performance and returns to supplying growers were excellent.
Seeka continues to realise orchard assets held for sale to reduce debt. In some cases, the orchard sales are still awaiting
subdivision or boundary adjustments, and once completed both the sale and gain will be recorded in 2020.
Year end total net bank debt of $116.8m compares to $79.1m at year end 2018, and $148.1m at 30 June 2019. The successful
sale of orchard assets currently being marketed will further reduce net bank debt by at least $27.1m, with $10.1m of properties
conditionally sold at year end which were settled in February 2020.
Seeka continued to invest in core infrastructure with the build of onshore New Zealand post harvest capacity. The Oakside
$21.4m pack house and cool store project was completed in 2019 (the cool store build finished after the kiwifruit harvest) and a
modern pack house and cool store complex is under construction in Kerikeri, with phase two underway. The company expects
lower post harvest capital expenditure through 2020 and 2021.
The Group is focused on consolidating operations following the acquisition of the Northland and Aongatete assets, including
selling orchard assets to repay debt while securing supply to our core kiwifruit business. We are also investigating the sell down
and lease back of the Group’s Australian kiwifruit orchards which would release funds for debt reduction and potential expansion,
as we continue to look for investment opportunities by acquisition to deliver continuing accretive growth and shareholder value.
Seeka has fully adopted NZ IFRS 16 Leases (NZ IFRS 16 - the new NZ accounting standard for leasing arrangements), and these
2019 financial results and 2018 comparatives are consistent with the new standard. The transition to NZ IFRS 16 negatively
impacts Seeka's financial results as the accounting for lease interest costs and depreciation are higher than the lease payment
at the beginning of the lease period. Further the full gain on orchard sales is no longer recognised in the statement of financial
performance when the property is leased back to Seeka.
ANNUAL REPORT 2019 | SEEKA LIMITED2
Highlights
Key highlights of the 2019 financial year include:
–Total revenue of $236.9m (2018: $203.7m); an increase of 16%.
–$6.9m profit after tax (2018: $6.7m); up 3%.
–$34.5m EBITDA (2018: $33.3m); up 4% and ahead of the guidance range of between $32.5m to $33.5m.
–$368.2m of assets; up 22% from 2018.
–$116.8m net debt; an increase of $37.7m.
–$0.22 earnings per share; reflecting the full-year dilution of the late-2018 capital raise.
–$34.6m orchard asset sales completed in 2019 yielding $3.2m gain.
–$10.1m conditional orchard sales made in 2019; settled 24 February 2020.
–Successful acquisition and integration of Aongatete Coolstores Limited.
–$15.9m
investment in new packhouse and pack machine at Kerikeri; commissioned for harvest 2019, this large
infrastructure build delivers capacity ahead of Northland’s growth in kiwifruit and avocado production. Phase 2 is
scheduled for 2020 with new offices and coolstores in 2021.
–$21.4m
refurbishment of Oakside machine 2, additional pre-cooling and coolstores lift site capacity by 2.25m trays
, improves site efficiency, and provides our growers with optimal harvest timing to ensure their fruit arrives in peak
condition, while reducing their on-orchard risk.
–Successful harvest and handling operations across New Zealand and Australia including kiwifruit, avocado, kiwiberry,
nashi and pears.
–33.5m tray equivalents of kiwifruit packed by New Zealand post harvest (2018: 31.4m); 29.6m from Seeka’s
traditional post harvest operation (down on a seasonal drop in Hayward yields), plus 3.9m trays from the 2019
Aongatete acquisition.
–Low fruit loss delivered to growers; 1.56% Hayward (Green), 1.08% Hayward organic and 1.12% SunGold fruit loss.
–Record high average returns to growers at the orchard gate; $70,085 per hectare for Hayward, $63,746 per hectare
for Hayward organic and $160,556 for SunGold.
–Grower loyalty share scheme secures New Zealand kiwifruit, avocado and kiwiberry supply for three seasons; 2.1m
shares allotted.
–Rewarding employee engagement with a new employee share scheme; 0.6m shares allotted with an estimated 68%
of permanent employees Seeka shareholders.
–Grower and employee share scheme trust is now the biggest shareholder; we are a grower company.
–New Seeka App gives growers online updates on their crop’s performance in Seeka’s supply chain.
3SEEKA LIMITED | ANNUAL REPORT 2019
Operational performance
The following table outlines Seeka’s performance for the year.
New Zealand dollars
Reported result
FY2019
Restated result
FY2018Change
Total revenue ($m)
$ 236.9$ 203.716%
EBITDA
before impairments and revaluations ($m)
$ 34.5$ 33.34%
EBIT ($m)
$ 17.6$ 17.32%
NPAT ($m)
$ 6.9$ 6.73%
Basic earnings per share
$ 0.22$ 0.33(33%)
Net bank debt ($m)
$ 116.8$ 79.148%
Dividend announcement
A dividend of $0.12 per share has been declared by the Board. The dividend comprises a normal dividend of $0.08 per share
(following Board policy on a pre NZ IFRS 16 basis) and a special dividend of $0.04 cents per share following the completion of
property sales negotiated in 2019 and completed in 2020.
The dividend is fully imputed and will be paid on 17 April 2020 to those shareholders on the register at 5pm on 20 March 2020.
The dividend reinvestment plan will apply with a 2% discount to the strike price. This dividend will bring the total dividends
distributed in the last 12 months to $0.24 (prior twelve months $0.24).
Outlook
Seeka is anticipating improved earnings in 2020 conditional on New Zealand and Australian crop volumes. The company has
an increasing volume of Zespri SunGold with both new growers and new developments, along with a significantly improved
SeekaFresh business and increasing avocado volumes. The company continues to consolidate the acquired businesses and
complete Northland orchard sales, and is investigating the potential sale and lease back of the Group’s Australian kiwifruit
orchards. Seeka is anticipating earnings growth, noting market uncertainty from the current coronavirus outbreak.
The company will provide current year earnings guidance at half year (once harvest is completed) and will update shareholders
on key events as and when they occur.
ANNUAL REPORT 2019 | SEEKA LIMITED4
Operating asset growth through investments and acquisitions
Our core kiwifruit industry is going through a rapid growth phase, driven by the global demand for SunGold kiwifruit. Seeka's
strategic growth plan includes investing in orcharding services so landowners can produce high-value crops, and post harvest
capacity to manage ongoing volume growth. We have also extended our geographical reach with the 2018 Northland acquisition
and subsequent site build, and the 2019 acquisition of Aongatete in our kiwifruit heartland. These investments have secured new
capacity and are delivering a world-class service to our new client growers. Our investments in post harvest capacity are forecast
to handle the growth in crop volumes through to 2021.
Total operating asset value by segment
Orcharding
New Zealand
Post harvest
New Zealand
Retail services
New Zealand
Seeka Australia
Australia
$52.2
$49.2
$48.1
$11.2
$13.3
$ 7. 9
$222.9
$165.4
$147.4
$54.2
$39.0
$29.7
NZ$million
Excludes assets held in all other segments, which includes Seeka's adminstration and grower services operations.
Total assets were $249.6m in 2017, $300.9m in 2018, and $368.2m in 2019; 48% growth in Seeka's total asset value in two years.
2017, 2018 and 2019 asset values accounted under NZ IFRS 16.
$24.5m growth
in 2 years - 82%
$75.5m growth
in 2 years - 51%
$3.3m growth
in 2 years - 42%
$4.1 growth
in 2 years - 9%
201720182019201720182019201720182019201720182019
5SEEKA LIMITED | ANNUAL REPORT 2019
Review of operations
Financial performance
Revenue for the twelve months ended 31 December increased 16% to $236.9m (2018: $203.7m). Consolidated earnings before
interest, tax, depreciation and amortisation (EBITDA) was $34.5m (2018: $33.3m); up 4%. This includes an $0.63m EBITDA loss
from Seeka Australia (2018: $0.06m loss), as a very dry summer lowered Hayward kiwifruit volumes, plus an underperforming
nashi programme.
Consolidated profit after tax totalled to $6.88m (2018: $6.65m), with cash flow from operations up 14% to $18.59m (2018:
$16.35m).
In 2019 Seeka invested $34.67m in property plant and equipment, primarily building the Kerikeri pack house and commissioning
a new packing machine and upgrading Oakside packing machine 2, pre-coolers and cool stores. Once additional pre-cooler and
cool store builds at Kerikeri are completed, Seeka’s post harvest capacity is forecast to be able to handle fruit supply for the next
two seasons. Our focus is on improving supply chain efficiency and seeking innovative solutions to curtail further investments.
During the year, Seeka realised $44.53m in assets held for sale of which $34.55m related to its Northland orchards. These
Northland sales delivered $3.19m in gains along with a secure supply commitment. In addition, at year end Seeka had
conditionally sold a further $10.1m in Northland properties; these sales settled on 24 February 2020.
At balance date, Seeka held $27.08m of assets for sale, including its Australian kiwifruit orchards which are currently being
considered for sale and lease back.
The combination of conditional sales, assets held for sale, or sold assets awaiting settlement totals $42.6m.
Net debt at 31 December (bank loans less bank deposits) was $116.79m compared to $79.01m at year end 2018 and $148.08m
at 30 June 2019.
$191.32
$186.81
Total revenue
NZ$million
$142.11
$13.93
$24.76
$23.13
EBITDA
NZ$million
$4.27
$10.39
$5.83
$203.71
$236.87
$33.30
$26.22
2
$34.52
$6.65
$6.88
$7.42
2
Net profit after tax
NZ$million
$21.13
1
1. Excludes effect of 2017 insurance settlement on EBITDA and NPAT. 2. EBITDA and NPAT as reported 2018 pre implementation of NZ IFRS 16.
$7.30
1
201520162017201820192015201620172018201920152016201720182019
ANNUAL REPORT 2019 | SEEKA LIMITED6
Orcharding
$72.4m
Orcharding
$54.2m
Post harvest
$140.1m
Post harvest
$222.9m
Retail services
$8.6m
Retail services
$11.2m
Seeka Australia
$11.6m
Seeka Australia
$52.2m
Operating segment revenue 2019
Operating segment assets 2019
Revenue by operating segment overview
Seeka supplies high-value produce to world markets. Founded on New Zealand's kiwifruit industry, our New Zealand operating
segments service the value chain from orchard to market, with the Seeka group also owning and operating a fully-integrated
orchard-to-market business in Australia.
Orcharding, New Zealand
Growing export crops of kiwifruit, avocado and
kiwiberry from more than 300 orchards via
management, lease and long-term lease contracts.
$72.4m revenue 2019
$54.2m assets 2019
Post harvest, New Zealand
A contract processing service to harvest, pack,
coolstore and supply kiwifruit, avocado and kiwiberry
from more than 800 orchards, including all produce
from our orchard operations and for independent
growers.
$140.1m revenue 2019
$222.9m assets 2019
Retail services, New Zealand
Seeka markets local and imported produce in New
Zealand, exports to Australia and niche international
markets, plus manufactures and sells the high-value
nutritional foods Kiwi Crush and avocado oil.
$8.6m revenue 2019
$11.2 assets 2019
Seeka Australia
Owns nine large orchards plus post harvest facilities
that supply Australian retailers with a large portion of
Australia's locally-grown kiwifruit, nashi and pears.
$11.6m revenue 2019
$52.2m assets 2019
7SEEKA LIMITED | ANNUAL REPORT 2019
New Zealand orchard operations
Seeka’s New Zealand orchard operations span from Northland through to the Coromandel, Bay of Plenty and East Coast, providing a
comprehenseive service to owners of kiwifruit, avocado and kiwiberry orchards, including managing their orchards, vine management,
orchard leasing and long-term land leases where Seeka develops and operates the orchards.
Orcharding kiwifruit volumes increased from new production associated with the Northland and Aongatete acquisitions, with
the company growing 41.11m kilograms of kiwifruit (11.42m trays) compared to the prior year’s 37.44m kilograms (10.68m trays).
The acquired orchards helped offset the drop in Hayward yields (9,800 trays per hectare compared to 11,800 trays per hectare in
2018), caused by the hot summer which restricted fruit size and increased reject rates. Hayward yields have now fluctuated over
the last three seasons.
Seeka also grew 732,000 kilograms of avocados (2018: 200,000 kgs) and 64,400 kilograms of kiwiberry (2018: 15,000 kgs).
In 2019 Seeka purchased Aongatete Coolstores Limited and has now fully integrated the orchard division.
Orchard operations revenue of $72.42m is up 37% on 2018's $52.83m, while EBITDA of $4.99m compares to $4.21m in 2018.
The moderate increase in EBITDA reflects the profit share mechanisms in favour of the orchard owners, alongside the primary
risk.
At year end orchard operations had $54.18m of assets and $34.78m of liabilities resulting in $19.39m in net assets (2018:
$25.82m).
Seeka continues to invest in long term lease arrangements with $2.33m invested in 2019, on top of $2.94m invested in 2018.
Income from these investments will flow from 2020 as the orchards enter production.
11.16m
8.45m
10.68m
11.42m
9.21m
Orchard revenue and volumes
NZ$million, millions of class 1 kiwifruit trays
$3.98
$5.64
$6.38
$3.42
1
$4.21
$4.99
Orchard EBITDA
NZ$million
Orchard assets
NZ$million
$24.25
$33.56
$27.79
1
$29.69
$38.96
$54.18
$42.28
$47.89
$48.58
$52.83
$72.42
201520162017201820192015201620172018201920152016201720182019
1. EBITDA 2018 and orchard assets 2017 and 2018 reported pre implementation of NZ IFRS 16, with restated values in dark blue. 2015 and 2016 comparatives are pre NZ IFRS 16.
$3.5.50
1
ANNUAL REPORT 2019 | SEEKA LIMITED8
New Zealand post harvest operations
Post harvest operates eight major facilities spread throughout the major growing regions in the North Island handling all produce from our
orcharding operations and from our independent growers, and packing other fruits including citrus on contract for third parties.
In the period, 33.46m trays of kiwifruit were packed (2018: 31.41m), with 3.9m trays supplied by growers associated with our new
Aongatete acquisition completed 18 March.
Total post harvest volumes were impacted by the dry summer, with Hayward yields from Seeka’s traditional supplying growers
down 17% on the prior period. Felt across the industry, this significant drop in Hayward production reduced product flow to
Seeka’s post harvest operations, and tempered the positive impact Aongatete delivered to our core post harvest business.
The company had the capacity, systems and personnel to deliver a timely harvest to our grower clients. Coolstore fruit loss, a key
measure of performance for our growers, was extremely low across all varieties.
Purchased immediately prior to harvest, Aongatete was integrated into the Seeka business and scale-related synergies will be
delivered in 2020.
Post harvest revenue of $140.11m compared to $123.81m in 2018. Driven by higher wages, inflation and the ongoing focus on
health and safety, post harvest costs are up across our industry. EBITDA of $40.98m compares with $37.16m in 2018.
New Zealand retail services operations
Includes the supply and sale of avocados and class 2 New Zealand kiwifruit, sale of New Zealand kiwifruit through collaborative
programmes, handling of imported tropical fruits, and the production, marketing and distribution of Kiwi Crush and avocado oil.
EBITDA of $1.67m is down from 2018's $2.34m due to a reduced kiwiberry harvest (in line with lower Hayward yields), lower
avocado volumes from biennial bearing, and higher supply chain costs. The retail services business has undergone a revitalisation
with significant improvement in financial performance from late 2019. The growth in retail services is set to continue in 2020.
Post harvest revenue and volumes
NZ$million, millions of kiwifruit trays
Post harvest assets
NZ$million
2 7. 76 m
32.44m
25.68m
31.41m
33.46m
Post harvest EBITDA
NZ$million
$13.29
$26.78
$21.96
$32.10
2
$37.16
$40.98
$23.16
1
$83.44
$111.72
$125.13
2
$147.44
$165.40
$222.89
$88.27
$110.82
$96.70
$123.81
$140.11
201520162017201820192015201620172018201920152016201720182019
1. Excludes effect of 2017 insurance settlement on EBITDA.
2. EBITDA 2018 and post harvest assets 2017 and 2018 reported pre implementation of NZ IFRS 16, with restated values in dark blue. 2015 and 2016 comparatives are pre NZ IFRS 16.
$144.48
2
9SEEKA LIMITED | ANNUAL REPORT 2019
Australia operations
Seeka Australia PTY Limited, a 100% Seeka-owned entity, owns and operates kiwifruit, nashi and pear orchards along with associated
post harvest facilities in Victoria, and directly markets Seeka produce to retailers.
Kiwifruit yields were again down following a very hot and dry summer which impacted fruit size; kiwifruit remain profitable, albeit
at lower levels. The green nashi sales programme delivered a loss. Volumes and planted areas have been reset to match the crop
to profitable market opportunities.
Seeka is positive about its Australian investment and its Australian orchard portfolio, and is confident that its proposed strategy
to sell and leaseback its kiwifruit orchards will realise a gain that will be used to repay debt. This process is continuing.
Seeka continues to test the production and marketing of new kiwifruit and licenced pear varieties on its Australian orchards, with
70 hectares of kiwifruit and 26 hectares of pears in development which will add to production from 2020 onwards.
The detection of Psa in Australia did not impact our mature Hayward kiwifruit orchards and the company continues to monitor
its development orchards. Seeka has licensed a Chinese Gold variety to grow on its new Australian kiwifruit development
orchards.
Across all varieties Seeka is concentrating on quality and increasing financial returns.
EBITDA loss of $0.63m (2018 : $0.06m loss) was due to lower yields and an under-performing green nashi programme.
Seeka’s Australian operations are an important investment in extending our geographical reach and product range and we will
continue to further develop the business, including upgrading existing and developing new orchards, and investing in water
to grow production. Yields per hectare and total volumes are expected to improve over the next three years as new plantings
mature.
2019 volumes by variety are outlined in the following table with 2018 comparatives:
Class 1 and 2
2019
Tonnes
2019
Tray equivalents
2018
Tonnes
2018
Tray equivalents
Kiwifruit
1,797496,5232,570709,893
Nashi
9281,250
Corella
325414
Packham
9771,138
Other pears
56247
Apricots
2121
Cherries
68
Plums
62-
Total
4,172496,5235,648709,893
ANNUAL REPORT 2019 | SEEKA LIMITED10
Agile - preparing for challenges and seizing opportunities
Seeka has launched a series of project teams which have adopted the Agile approach. Drawing from expertise held across
our business, Seeka’s Agile teams are focusing on important issues to Seeka and its stakeholders. This includes Seeka's Agile
Sustainability team which is helping reshape our business to the structural challenges of climate change. We are on a journey
of innovation as we determine how to best deliver sustainable business practices within a fast-changing world, measure our
achievements, and hold ourselves accountable for our performance to all stakeholders. Seeka's first sustainability reporting is
included in this document.
The other areas of focus for Seeka's Agile teams include Safety, Innovation, Marketing, SeekaApp and Information Systems. This
is a trial process with teams working to identify their goals, achievable actions and reporting mechanisms. Seeka is finding its way
with Agile, and possibly not all projects will succeed, however excellent early progress is being made.
Strategic highlights
Seeka continues to enact our strategy. Kiwifruit is our core product, with the company diversifying geographically and targeting
complementary produce categories. The focus is on growth that delivers accretive value to our stakeholders; our shareholders,
growers, employees, contractors and community. Our focus is on delivering our marketers, principally Zespri, the highest-quality
fruit and delivering our growers great returns through our supply chain.
Seeka has excelled where it operates the entire value chain from the orchard to the customer and delivered incremental returns
to growers, as demonstrated with avocado and kiwiberry. Seeka delivers orchard-to-market excellence in New Zealand kiwifruit,
avocados, class 2 kiwifruit, and kiwiberry, along with Australian kiwifruit, nashi and European pears.
Seeka continues to consolidate its position, setting its management structures and selling orchards with secure supply contracts
to reset debt while pursuing operational excellence.
We have expanded our core business through the Aongatete acquisition, and secured Northland post harvest volumes while
negotiating $34.55m of orchard sales, with a further $10.10m settled in February 2020. Seeka has also invested in long-term
orchard relationships. Seeka continues to market its remaining Northland orchards.
Supplied under 3-year
grower loyalty scheme
25.70m trays
80% of supply
Seasonal contracts
4.06m trays; 13%
Long term leased orchards
0.92m trays; 3%
Leased orchards
1.32m trays; 4%
Securing supply to New Zealand post harvest
87% of the kiwifruit crop packed from harvest
2019 was secured through grower commitments.
3-year grower loyalty scheme
Secures supply from loyal growers
through to harvest 2021.
Long term leases
Secures supply for the period of the
lease, typically up to 25 years.
Lease orchards that are not participating
in the grower loyalty scheme
Secures supply for the period of the
lease, typically 3-year rolling contracts.
Post harvest volumes harvest 2019 by supply type
Class 1 trays
11SEEKA LIMITED | ANNUAL REPORT 2019
Seeka is working through the process of potentially selling and leasing back 105 hectares of Australian kiwifruit orchards (on 199
hectares of land) to test if the same outcomes can be obtained in Australia. The planned sale and leaseback will help accelerate
growth in this key market while repaying Seeka debt.
Market conditions for Australian-grown produce are good and the fruit is of excellent quality, noting it is a completely different
growing environment. Kiwifruit production in Australia is set to double in the next five years.
The company has focused on asset utilisation and capacity planning and has substantially built the infrastructure to handle
volume growth over the next two seasons. It has deliberately positioned itself in Northland to provide excellent service to the
region’s growth in avocados and kiwifruit, and has actively increased its avocado market share, including directly purchasing and
syndicating Far North orchards. This has delivered a benefit to investors and new volumes and market share to Seeka.
Safety
Seeka’s focus is on continuous improvement to ensure the health and safety of all personnel at all locations. All reported
incidents and near misses are followed up within the company. There were three serious harm incidents in 2019, two hand
injuries (packing machine drop and Bunbartha pollen mill), and a very serious incident at Oakside when a forklift driver was
injured by the counterweights between two forklifts. The worker in this incident suffered significant injuries and while expected
to make a full recovery, has had an extended period off work. Full traffic management reviews have taken place with corrective
actions and extra barriers erected. Significant money has been invested in machine guarding, traffic barriers and traffic planning
to further ensure the safety of our people, particularly near fixed plant with moving components, and from moving plant and
vehicles.
At 5.0 the total recordable injury frequency rate is above the annual 4.5 threshold and ahead of the 2018 rate of 4.5. The
company continues to monitor, manage and take all reasonable steps to prevent workplace injuries.
The following table shows key safety measures against annual thresholds. :
2019 Target2019 Actuals
Total recordable injury frequency rate
Less than 4.5
5.0
Notifiable injuries
03
Notifiable injuries including incidents
13
Severity rate Less than 4.5
10.5
The total recordable injury frequent rate (TRIFR) measures the number of injuries per 200,000 hours worked. In total Seeka worked a total of 2.70m hours in 2019, with
the number of operating hours varying with the total volumes Seeka packs and handles across all varieties and sites. Seasonal pressures can be challenging along with
harvest deadlines. Seeka TRIFR was 5.0 for 2019.
Severity rate measures the average number of days that an injured person is away from work. Seeka had 3 notifiable injuries including incidents in 2019.
ANNUAL REPORT 2019 | SEEKA LIMITED12
The Seeka team
Seeka’s people have excelled during the year. The company has purchased and integrated Aongatete. It has fully transitioned
to NZ IFRS 16 Leases which given the number and extent of Seeka’s leasing interests, is a significant feat. Operational staff have
delivered excellence in harvest and fruit handling for our grower clients, helping them achieve excellent returns along with the
delivery of outstanding fruit quality to the principal marketer Zespri. The SeekaFresh business has turned its financial performance
around, albeit late in the year. And the Australian business has worked hard in trying conditions supported by Seeka’s commercial
team. Both avocado and kiwiberry growers have benefited from dedicated and focused efforts of the Seeka team.
Seeka continues to invest in its people to become the employer of choice in a tight labour market. The company has reset
minimum wages to new thresholds, and comprehensively reviewed all remuneration levels to ensure Seeka people are well
remunerated. Seeka continues to promote diversity across our organisation, and respect the rights of all employees and
stakeholders. Our remuneration policy promotes pay equity based on performance, and we offer a range of employee-focused
benefits, including health insurance, a wellness programme that supports healthy choices, and a biennial share scheme that
rewards loyalty. We continue to focus on talent development including 12 cadets, with some now emerging as qualified orchard
managers.
Seeka continues to actively source New Zealand workers to fulfil peak seasonal labour demand and operates a parallel
recognised seasonal employer programme (RSE) that delivers focused pastoral care to our overseas workers. Of our 3,000
strong seasonal workforce, Seeka recruited 970 overseas workers through the RSE scheme.
Seasonal labour continues to be a challenge, with the industry increasingly relying on overseas labour to complement the
available local workforce. Backpacker labour was in short supply, adding to employment pressure. This employment environment
pushed the industry to the limit. These circumstances increase the risk profile. Seeka continues to work on initiatives to attract
skilled people and keep them safe.
The company has gone to significant lengths to ensure contractors and subcontractors comply with labour, health and safety
legislation, and strive to achieve best practice. Seeka has a dedicated team that coaches, audits and undertakes gap analysis with
our contractor and subcontractor community to ensure we achieve better than just compliant.
Summary
Seeka continues to consolidate its operations while focusing on delivering performance to our growers. The company has
made excellent progress selling the Northland orchards, reducing debt and securing supply from this region, while developing a
world-class post harvest facility in Kerikeri. Seeka is now pursuing a similar sale and potential leaseback strategy for orchards in
Australia.
Hayward kiwifruit yields were down on last season, and this impacted our profit in 2019. Despite a number of challenges, the
company is benefiting from substantial cash gains realised by the ongoing sales of our Northland orchard portfolio, which along
with the acquisition of Aongatete to our core business has resulted in a pleasing result for the financial year
Seeka expects increased earnings in 2020 following this year of consolidation.
We thank all growers, shareholders and stakeholders for the loyalty and support you willingly give to Seeka.
Fred Hutchings Michael Franks
Chairman Chief executive
13SEEKA LIMITED | ANNUAL REPORT 2019
14
Statement of financial performance
15
Statement of comprehensive income
16
Statement of financial position
17
Statement of changes in equity
18
Statement of cash flows
19
Notes to the financial statements
2019 FINANCIAL STATEMENTS
ANNUAL REPORT 2019 | SEEKA LIMITED14
STATEMENT OF FINANCIAL PERFORMANCE
For the year ended 31 December 2019 - Audited
The accompanying notes form an integral part of these financial statements
New Zealand dollarsNotes
2019
$000s
2018
Restated
$000s
Revenue
3
236,868 203,713
Cost of sales
4
189,404 157,956
Gross profit
47,464 45,757
Other income
3
4,139 1,907
Other costs
4
17,084 14,363
Earnings (EBITDA)
1
34,519 33,301
Depreciation expense
10
10,870 8,816
Lease depreciation expense
13
5,372 4,977
Loss on revaluation of land and buildings
4
60 4
Impairment of property, plant and equipment
10
395 300
Impairment of intangible assets
11
- 946
Amortisation of intangible assets
11
265 932
Earnings (EBIT)
2
17,557 17,326
Interest expense
4,930 4,549
Lease interest expense
2,764 2,906
Net profit before tax
9,863 9,871
Current tax expense
6
4,084 3,749
Deferred tax expense
7
( 1,105) ( 529)
Total tax charge
2,979 3,220
Net profit attributable to equity holders
6,884 6,651
Earnings per share for profit attributable to the ordinary
equity holders of the company during the year
Basic earnings per share
20
$0.22$0.33
Diluted earnings per share
20
$0.22$0.33
1. EBITDA, a non-GAAP measure, is earnings before interest, tax, depreciation, amortisation, impairments and revaluations.
2. EBIT, a non-GAAP measure, is earnings before interest and tax.
15SEEKA LIMITED | ANNUAL REPORT 2019
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2019 - Audited
New Zealand dollarsNotes
2019
$000s
2018
Restated
$000s
Net profit for the year
6,884 6,651
Items that will not be reclassified to profit or loss, net of tax
Gain on revaluation of land and buildings
10
3,203 2,092
Gain on revaluation of water shares
11
944 1,398
Net realised gain on revaluation of investment in shares
- 270
Total items that will not be reclassified to profit or loss
4,147 3,760
Items that may be reclassified subsequently to profit or loss, net of tax
Movement in cash flow hedge reserve
21
( 375) ( 100)
Movement in foreign currency translation reserve
21
19 48
Movement in foreign currency revaluation reserve
21
( 183) ( 373)
Total items that may be reclassified subsequently to profit or loss
( 539) ( 425)
Total comprehensive income for the year attributable to equity holders
10,492 9,986
The accompanying notes form an integral part of these financial statements
ANNUAL REPORT 2019 | SEEKA LIMITED16
STATEMENT OF FINANCIAL POSITION
As at 31 December 2019 - Audited
New Zealand dollarsNotes
31 December
2019
$000s
31 December
2018
Restated
$000s
1 January
2018
Restated
$000s
Equity
Share capital
18
96,773 94,406 46,195
Reserves
21
21,512 17,773 20,482
Retained earnings
21
36,659 37,071 28,591
Total equity
154,944 149,250 95,268
Current assets
Cash and cash equivalents
2,849 1,340 2,389
Trade and other receivables
14
28,283 18,365 17,401
Biological assets - crop
12
18,629 17,924 16,682
Inventories
15
5,455 4,564 4,808
Irrigation water rights
846 587 151
Assets classified as held for sale
9
27,083 24,197 -
Total current assets
83,145 66,977 41,431
Non current assets
Trade and other receivables
14
683 2,459 1,066
Property, plant and equipment
10
220,422 180,075 155,371
Intangible assets
11
18,686 18,166 15,152
Right-of-use lease assets
13
44,724 32,652 29,150
Investment in shares
23
586 586 7,428
Total non current assets
285,101 233,938208,167
Total assets
368,246 300,915 249,598
Current liabilities
Current tax liabilities
6
1,709 36 1,404
Trade and other payables
16
22,933 19,152 20,281
Lease liabilities
13
5,211 3,970 3,367
Interest bearing liabilities
17
21,854 21,039 10,827
Total current liabilities
51,707 44,197 35,879
Non current liabilities
Interest bearing liabilities
17
97,778 59,361 74,683
Lease liabilities
13
45,267 32,870 29,170
Derivative financial instruments
30
790 267 128
Deferred tax liabilities
7
17,760 14,970 14,470
Total non current liabilities
161,595 107,468 118,451
Total liabilities
213,302 151,665 154,330
Net assets
154,944 149,250 95,268
The accompanying notes form an integral part of these financial statements
On behalf of the Board.
F Hutchings A Waugh
Chairman Director
Dated: 26 February 2020
17SEEKA LIMITED | ANNUAL REPORT 2019
STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2019 - Audited
New Zealand dollarsNotes
Share
capital
$000s
Investment
in shares
revaluation
reserve
$000s
Cash
flow hedge
reserve
$000s
Foreign
currency
revaluation
reserve
$000s
Foreign
currency
translation
reserve
$000s
Share
reserve
$000s
Water
share
revaluation
reserve
$000s
Land and
buildings
revaluation
reserve
$000s
Retained
earnings
$000s
Total
$000s
2018 Restated
Equity at 1 January 2018
46,195 6,082 ( 94) 265 ( 220) 99 974 13,376 28,591 95,268
Net profit
- - - - - - - - 6,651 6,651
Foreign exchange movement
- - - ( 373) 48 - - - - ( 325)
Other comprehensive income / (loss)
- ( 5,834) ( 100) - - - 1,398 2,092 6,102 3,658
Total comprehensive income / (loss)
- ( 5,834) ( 100) ( 373) 48 - 1,398 2,092 12,753 9,984
Transactions with owners
Rights Issue
18
47,560 - - - - - - - - 47,560
Shares issued
18
432 - - - - - - - - 432
Employee share scheme receipts
18
219 - - - - - - - - 219
Movement in employee share
entitlement reserve
21
- - - - - 60 - - - 60
Dividends paid
22
- - - - - - - - ( 4,273) ( 4,273)
Total transactions with owners
48,211 - - - - 60 - - ( 4,273) 43,998
Equity at 31 December 2018
94,406 248 ( 194) ( 108) ( 172) 159 2,372 15,468 37,071 149,250
Net profit
- - - - - - - - 6,884 6,884
Foreign exchange movement
- - - ( 183) 19 - 9 - ( 9) ( 164)
Other comprehensive income / (loss)
- - ( 375) - - - 944 3,203 - 3,772
Total comprehensive income / (loss)
- - ( 375) ( 183) 19 - 953 3,203 6,875 10,492
Transactions with owners
Shares issued
18
804 - - - - - - - - 804
Employee share scheme receipts
18
1,563 - - - - - - - - 1,563
Movement in employee share
entitlement reserve
21
- - - - - ( 42) - - 182 140
Movement in grower share
entitlement reserve
21
- - - - - 412 - - - 412
Movement in investments in shares
reserve
- ( 248) - - - - - - - ( 248)
Dividends paid
22
- - - - - - - - ( 7,469) ( 7,469)
Total transactions with owners
2,367 ( 248) - - - 370 - - ( 7,287) ( 4,798)
Equity at 31 December 2019
96,773 - ( 569) ( 291) ( 153) 529 3,325 18,671 36,659 154,944
The accompanying notes form an integral part of these financial statements
ANNUAL REPORT 2019 | SEEKA LIMITED18
STATEMENT OF CASH FLOWS
For the year ended 31 December 2019 - Audited
New Zealand dollarsNotes
2019
$000s
2018
Restated
$000s
Operating activities
Cash was provided from:
Receipts from customers
233,671 205,254
Interest and dividends received
217 373
Cash was disbursed to:
Payments to suppliers and employees
( 204,946) ( 176,820)
Interest paid
( 4,930) ( 4,634)
Lease interest paid
( 3,136) ( 2,906)
Income taxes paid
( 2,288) ( 4,915)
Net cash flows from operating activities
5
18,588 16,352
Investing activities
Cash was provided from:
Sale of property, plant and equipment
10
905 218
Sale of investments in shares
23
- 9,375
Proceeds from sale of property held for sale
9
44,529 5,236
Repayment of advances
1,575 1,500
Cash was applied to:
Purchase of property, plant, equipment and intangibles
( 34,668) ( 31,232)
Development of bearer plants
( 3,906) ( 6,056)
Acquisition of business
( 14,000) -
Purchase of assets held for sale and SunGold licence
9
( 27,453) ( 30,209)
Advances
( 2,920) ( 1,691)
Net cash flows (used in) investing activities
( 35,938) ( 52,859)
Financing activities
Cash was provided from:
Proceeds of non-current bank borrowings
17
59,026 19,500
Proceeds of current bank borrowings
17
51,703 42,749
Net proceeds from rights issue
18
- 47,916
Proceeds from employee share scheme
1,563 219
Cash was applied to:
Lease payments
13
( 5,070) ( 4,178)
Repayment of non-current bank borrowings
17
( 42,024) ( 33,989)
Repayment of current bank borrowings
17
( 39,750) ( 32,537)
Payment of dividend to shareholders
22
( 6,310) ( 3,635)
Net cash flows from financing activities
19,138 36,045
Net increase / (decrease) in cash and cash equivalents
1,788 ( 462)
Effect of foreign exchange rates
( 279) ( 587)
Opening cash and cash equivalents
1,340 2,389
Closing cash and cash equivalents
2,849 1,340
The accompanying notes form an integral part of these financial statements
19SEEKA LIMITED | ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2019
This section contains the notes to the consolidated financial statements for Seeka Limited, its subsidiaries and associates. To give
stakeholders a clear insight into how Seeka organises its business, the note disclosures are grouped into seven sections.
NoteDetailsPage
Basis of preparation 20
Accounting policies that apply to Seeka's full set of financial statements
Performance 22
Where Seeka generates its revenues and their associated operating costs
1. Segment information 22
2. Turnover 24
3. Revenue and other income 24
4. Cost of sales and operating expenses 25
5. Reconciliation of net operating surplus after taxation with cash flows from operating activities 26
6. Income tax expense 27
7. Deferred tax 28
8. Events occurring after balance date 28
Assets 29
How Seeka allocates resources across its operations
9. Assets classified as held for sale 29
10. Property, plant and equipment 30
11. Intangible assets 32
12. Biological assets - crop 34
13. Leases 35
Working capital 38
How Seeka manages its operating cash flow
14. Trade and other receivables 38
15. Inventories 38
16. Trade and other payables 39
Funding 40
How Seeka organises its capital structure
17. Interest bearing liabilities 40
18. Share capital 41
19. Business combination 42
20. Earnings and net tangible assets per share 43
21. Retained earnings and reserves 44
22. Dividends 47
Investments 48
The financial performance of Seeka's investments in subsidiaries and associates
23. Investment in shares 48
24. Investment in subsidiaries and associates 49
Other notes 50
All other note disclosures
25. Contingencies 50
26. Commitments 50
27. Related party transactions 50
28. Risk management 51
29. Determination of fair values of financial assets and liabilities 54
30. Derivative financial instruments 56
31. Financial instruments summary 57
ANNUAL REPORT 2019 | SEEKA LIMITED20
Reporting entity and statutory base
The financial statements presented are those of the consolidated
Seeka group. Seeka Limited is referred to as Seeka Limited or the
Company. The group is referred to as the Group, Seeka, or Seeka
Group.
Seeka Limited is a profit-orientated company registered in New
Zealand under the Companies Act 1993 and a Financial Markets
Conduct (FMC) Reporting Entity for the purposes of the FMC Act
2013. Seeka Limited is listed and its ordinary shares are quoted on the
NZX main board equity security market (NZX Main Board).
Nature of operations
Seeka is a produce business operating in New Zealand and Australia.
In New Zealand the Group provides orchard management, post
harvest and retail services to New Zealand’s kiwifruit, avocado, citrus,
berry and kiwiberry industries. Seeka manufactures and sells the Kiwi
Crush and Kiwi Crushies product range along with avocado oil. The
Group also provides retail and ripening services for imported tropical
produce, and operates a wholesale market.
In Australia, Seeka owns and operates orchards and associated post
harvest assets, making the Group the largest producer and supplier
of Australian kiwifruit and nashi pears, a major supplier of European
pears, plus lesser production of other temperate-climate fruits,
including plums and apricots.
Statement of compliance and basis of preparation
The consolidated financial statements for the Group have been
prepared in accordance with the requirements of Part 7 of the FMC
Act 2013. The financial statements have been prepared in accordance
with New Zealand Generally Accepted Accounting Principles (GAAP),
incorporating New Zealand Equivalents to International Financial
Reporting Standards (NZ IFRS) and other applicable financial
reporting standards as appropriate for profit-oriented entities. The
Group financial statements also comply with International Financial
Reporting Standards (IFRS).
The financial statements are prepared on a historical cost basis, with
the exception of:
–assets held for sale at fair value (note 9)
–land and buildings at fair value (note 10)
–water shares at fair value (note 11)
–biological assets - crop at fair value (note 12)
–right-of-use lease assets and lease liabilities at present value of
expected cash payments (note 13)
–financial assets and liabilities (including derivative instruments) at
fair value through comprehensive income (note 30 and note 31)
The significant accounting policies applied in the preparation of the
financial statements are set out below.
The financial statements were approved by the Board of Directors (the
Board) on 26 February 2020.
Basis of consolidation
Subsidiaries
Subsidiaries are fully consolidated from the date of acquisition, being
the date on which the Group obtains control, and continue to be
consolidated until the date when such control ceases. The financial
statements of the subsidiaries are prepared for the same reporting
period as the Company, using consistent accounting policies. All intra-
group balances, transactions, unrealised gains and losses resulting
from intra-group transactions and dividends are eliminated in full.
The acquisition method of accounting is used to account for the
acquisition of subsidiaries by the Group. The cost of an acquisition is
measured as the fair value of the assets exchanged, equity instruments
issued and liabilities incurred or assumed at the date the acquisition is
settled. Direct acquisition costs are expensed as incurred.
Intercompany transactions, balances and unrealised gains on
transactions between companies are eliminated. Unrealised losses
are also eliminated unless the transaction provides evidence
of the impairment of the asset transferred. Accounting policies
of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Group.
Foreign currency transactions
Foreign currency transactions are translated into the functional
currency (NZD) using the exchange rates prevailing during the month
of that transaction. Foreign exchange gains and losses resulting from
the settlement of such transactions are recognised in the income
statement. The presentational currency is the New Zealand dollar
(NZD).
Foreign operations
The results and financial position of all the Group entities (none of
which has the currency of a hyper-inflationary economy) that have
a functional currency different from the presentation currency are
translated into the presentation currency as follows:
–Assets and liabilities for each entity's balance sheet within the
Group are translated at the closing rate at the date of that balance
sheet;
–Income and expenses for each entity's income statement and
statement of other comprehensive income, are translated at
average exchange rates (unless this average is not a reasonable
approximation of the cumulative effect of the rates prevailing on
the transaction dates, in which case income and expenses are
translated at the rate on the dates of the transactions); and
–All resulting exchange differences are recognised in other
comprehensive income.
Goodwill and fair value adjustments arising on the acquisition of a
foreign entity are treated as assets and liabilities of the foreign entity
and translated at the closing rate. Exchange differences arising are
recognised in other comprehensive income.
Basis of preparation
This section sets out the Group’s accounting policies that apply to the full set of financial statements. Accounting policies which are
limited to a specific note are described in that note.
21SEEKA LIMITED | ANNUAL REPORT 2019
Summary of significant changes in accounting policies
The accounting policies have been applied consistently throughout
the periods presented in the financial statements. A number of new
and amended standards became applicable for the current reporting
period and the Group changed its accounting policies to comply with
the following standard:
–From 1 January 2019 the Group has retrospectively adopted NZ
IFRS 16 Leases. All leases have been retrospectively applied from
their original start date as if the standard had always applied. The
comparative information for these leases has been restated and
is reflected in the opening balance sheet, see note 13 for more
information.
Where a change in the presentational format of the financial
statements has been made during the period, comparative figures
have been restated accordingly.
Critical accounting estimates and judgements
The Group makes estimates and assumptions concerning future
operational and financial performance. By definition, these
assumptions may not always equal actual results. The estimates
and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities are
identified in the notes below. Estimates and judgements are
continually evaluated and are based on historical experience as
adjusted for current market conditions and other factors, including
expectations of future events that are believed to be reasonable under
the circumstances. Assumptions underlying management’s estimates
can be found in the following notes to the financial statements.
NoteArea of estimation or judgement
9.Assets held for saleTiming and valuation
10Property, plant and
equipment
Valuation and impairment
assessment
11.Intangible assetsImpairment assessment and CGU
allocation
12.Biological assets - cropValuation
13.LeasesDiscount rate and lease term
19.Business combinationValuation on acquisition
21.Retained earnings and
reserves
Valuation of share-based payments
and grower loyalty share scheme
Going concern assumption
The consolidated financial statements have been prepared on a going
concern basis.
Goods and services tax (GST)
The statement of financial performance and statement of
comprehensive income have been prepared so that all components are
stated exclusive of GST. All items in the statement of financial position
are stated net of GST, with the exception of receivables and payables,
which include GST invoiced.
Impact of standards issued but not yet applied by the
entity
The following amendments apply from 1 January 2020 and may lead
to adjustments in Seeka's accounting policies in the future.
Amendments to NZ IAS 1 and NZ IAS 8 - Definition of material
The IASB has made amendments to IAS 1 Presentation of Financial
Statements and IAS 8 Accounting Policies, Changes in Accounting
Estimates and Errors which use a consistent definition of materiality
throughout International Financial Reporting Standards and the
Conceptual Framework for Financial Reporting, clarifying when
information is material and incorporating some of the guidance in IAS
1 about immaterial information.
Amendments to NZ IFRS 3 - Definition of a business
The amended definition of a business requires an acquisition to
include an input and a substantive process that together significantly
contribute to the ability to create outputs. The definition of the term
'outputs' is amended to focus on goods and services provided to
customers, generating investment income and other income, and
it excludes returns in the form of lower costs and other economic
benefits.
Revised conceptual framework for financial reporting
The IASB has issued a revised conceptual framework which will be
used in standard-setting decisions with immediate effect. Key changes
include:
–increasing the prominence of stewardship in the objective of
financial reporting
–reinstating prudence as a component of neutrality
–defining a reporting entity, which may be a legal entity, or a portion
of an entity
–revising the definitions of an asset and a liability
–removing the probability threshold for recognition and adding
guidance on derecognition
–adding guidance on different measurement basis, and
–stating that profit or loss is the primary performance indicator and
that, in principle, income and expenses in other comprehensive
income should be recycled where this enhances the relevance or
faithful representation of the financial statements.
No changes will be made to any of the current accounting standards.
However, entities that rely on the framework in determining their
accounting policies for transactions, events or conditions that are not
otherwise dealt with under the accounting standards will need to apply
the revised framework from 1 January 2020. These entities will need to
consider whether their accounting policies are still appropriate under
the revised framework.
There are no other new standards, amendments or interpretations
that have been issued and are effective that are expected to have a
significant impact on the Group.
ANNUAL REPORT 2019 | SEEKA LIMITED22
Performance
1. Segment information
The Group’s operating segments are entities that engage in business
activities that earn revenues, incur expenses and are reported in a
manner consistent with the internal reports provided to the chief
decision makers, being the Directors, who regularly evaluate the
allocation of resources alongside operational outcomes, such as
EBITDA and EBIT, and are responsible for setting strategic direction.
The Group has five operating segments:
–Four New Zealand segments express the range of complementary
services delivered to New Zealand’s produce industries and the
retail sector.
–A single Australian segment encompasses the integrated business
associated with the Group’s Australian-grown produce.
Direct segment revenues and operating costs are allocated to each
segment. Administration costs, overheads, grower service costs and
insurance proceeds recorded in the statement of financial performance
are allocated to all other segments. Transactions between segments
are conducted at arm’s length and are eliminated on consolidation.
New Zealand segments
Orchard operations
The Group provides on-orchard management services to orchard
owners who produce kiwifruit, avocado and kiwiberry crops.
The Group produces kiwifruit, avocado and kiwiberry crops from:
–Short term leased orchards (typically three-year rolling contracts)
whereby the Group recovers costs and shares any profits with the
orchard owners.
–Long term leased land which the Group has developed into
productive orchards, pays all development and production costs,
owns all crops for the term of the lease, and shares profit with the
landowner after all costs are recovered from crop proceeds.
–Owned orchards whereby the Group incurs growing and harvest
costs and receives all orchard income from crop sales.
Post harvest operations
The Group provides post harvest services to the kiwifruit, avocado,
citrus, berry, and kiwiberry industries. This includes all crops from the
Group’s orchard management and lease operations, plus crops from
independent orchard owners.
Retail service operations
The Group provides fruit marketing services in New Zealand and
internationally, particularly in the Australian and Asian markets. This
includes fruit from the Group’s New Zealand based orchard and post
harvest operations. In New Zealand the Group also provides retail and
ripening services for imported fruit, and operates a wholesale market.
Retail service operations include the production and selling of Kiwi
Crush, Kiwi Crushies and avocado oil to the retail sector and hospitals,
along with post harvest services for kiwiberry.
All other segments - New Zealand
This represents the Group’s aggregated administration, grower
services and overhead sections recorded in the statement of financial
performance and impairment and revaluations of other assets not
attributed directly to any other segment. It also includes the gain on
sale from assets classified as held for sale.
Australian operations
The Group owns and operates Australian orchards, provides post
harvest operations and markets the fruit produced from those
orchards, primarily in Australia. The main products are kiwifruit, nashi
pears and European pears.
This section focuses on the Group’s financial performance and details the contributions made from the individual operating segments.
EBITDA and EBIT
EBITDA is earnings before interest, tax, depreciation, amortisation, impairments and revaluations. EBITDA is an indicator of profitability and
reflects operating cash flow generation.
EBIT is earnings before interest and tax; an indicator of profitability that excludes interest and income tax expenses.
23SEEKA LIMITED | ANNUAL REPORT 2019
The following table details the operating segments at balance date.
New ZealandAustraliaGroup
New Zealand dollars
Orchard
operations
$000s
Post harvest
operations
$000s
Retail service
operations
$000s
All other
segments
$000s
Australian
operations
$000s
Total
$000s
2019
Income statement
Turnover
1
72,419140,11245,4694,17311,591273,766
Gross segment revenue
72,976142,7618,5734,17311,591240,074
Eliminations
( 557)( 2,649) - - - ( 3,206)
Total segment revenue
72,419140,1128,5734,17311,591236,868
EBITDA
2
4,98740,9841,673( 12,498)( 627)34,519
Depreciation expense
4
( 549)( 7,660)( 335)( 1,277)( 1,049)( 10,870)
Lease depreciation expense
6
( 741)( 3,860)( 205)( 530)( 36)( 5,372)
Loss on revaluation of land and buildings
- ( 60) - - - ( 60)
Impairment of property, plant and equipment
- - - - ( 395)( 395)
Amortisation of intangible assets
- - - ( 250)( 15)( 265)
EBIT
3
3,69729,4041,133( 14,555)( 2,122)17,557
Lease interest expense
6
( 336)( 1,926)( 252)( 247)( 3)( 2,764)
Interest expense
5
( 4,930)
Tax charge on profit
( 2,979)
Profit / (loss) after tax
3,36127,478881( 14,802)( 2,125)6,884
Balance sheet
Segment assets
54,176 222,892 11,231 27,793 52,154 368,246
Total assets
54,176 222,892 11,231 27,793 52,154 368,246
Segment liabilities
34,782 106,350 13,136 20,952 38,082 213,302
Total liabilities
34,782 106,350 13,136 20,952 38,082 213,302
2018 Restated
Income statement
Turnover
1
52,834 123,807 39,853 684 14,861 232,039
Gross segment revenue
53,067 126,652 11,527 684 14,861 206,791
Eliminations
( 233) ( 2,845) - - - ( 3,078)
Total segment revenue
52,834 123,807 11,527 684 14,861 203,713
EBITDA
2
4,205 37,157 2,337 ( 10,339) ( 59) 33,301
Depreciation expense
4
( 299) ( 6,637) ( 3) ( 851) ( 1,026) ( 8,816)
Lease depreciation expense
6
( 628) ( 3,522) ( 423) ( 404) - ( 4,977)
Loss on revaluation of land and buildings
- ( 4) - - - ( 4)
Impairment of property, plant and equipment
- - - - ( 300) ( 300)
Impairment of intangibles
- - ( 946) - - ( 946)
Amortisation of intangibles
- - ( 731) ( 184) ( 17) ( 932)
EBIT
3
3,278 26,994 234 ( 11,778) ( 1,402) 17,326
Lease interest expense
6
( 238) ( 2,110) ( 450) ( 108) - ( 2,906)
Interest expense
5
( 4,549)
Tax charge on profit
( 3,220)
Profit / (loss) after tax
3,040 24,884 ( 216) ( 11,886) ( 1,402) 6,651
Balance sheet
Segment assets
38,961 165,398 13,311 34,043 49,202 300,915
Total assets
38,961 165,398 13,311 34,043 49,202 300,915
Segment liabilities
13,142 70,753 9,750 19,115 38,905 151,665
Total liabilities
13,142 70,753 9,750 19,115 38,905 151,665
1. Turnover is a non-GAAP measure, see calculations in note 2.
2. EBITDA, a non-GAAP measure, is earnings before interest, tax, depreciation, amortisation, impairments and revaluations.
3. EBIT, a non-GAAP measure, is earnings before interest and tax.
4. Depreciation includes the depreciation of fixed assets.
5. Interest includes finance costs for bank debt.
6. Lease interest and lease depreciation are as a result of NZ IFRS 16 Leases, see note 13.
ANNUAL REPORT 2019 | SEEKA LIMITED24
2. Turnover
The following table reconciles turnover to revenue.
New Zealand dollars
2019
$000s
2018
$000s
Turnover
273,766 232,039
Value of sales made as agent
( 36,898) ( 28,326)
Revenue
236,868 203,713
Turnover
The Board considers turnover a useful measure of the Group's operating activity as it represents the total transactional value of goods and
services provided to external customers during the year. As such turnover includes the value of fruit sales made on behalf of growers and suppliers
where the Group acts as the agent, and is considered the supplier by the purchasing party. This includes all produce sales both local and export.
3. Revenue and other income
New Zealand dollarsNotes
2019
$000s
2018
$000s
Total revenue
236,868 203,713
Other income
Interest
214 23
Gain on sale of investment in shares
243 300
Gain on sale of assets held for sale
9
3,187 616
Grower share loyalty scheme
21
( 412) -
Dividends received
3 350
Net movement in fair value of irrigation water rights
904 618
Total other income
4,139 1,907
Total revenue and other income
241,007 205,620
Accounting policies
The Group’s major revenue streams are post harvest operations,
orchard management, retail services and Australian operations in
accordance with NZ IFRS 15 adopted in January 2018.
Post harvest
The Group enters into two standardised post harvest contracts:
–The first has two performance obligations; one to collect the supply
of fruit via picking and transportation, the other being maturity
testing, which is provided as needed. The charges are separated in the
contract. All revenue is recognised when the service is performed.
–The second has three performance obligations; to pack fruit,
to cool and dispatch fruit, and to sell class 2 fruit to authorised
markets. These are stand-alone services provided by Seeka. Each
performance obligation has a separate transaction price detailed in
the contract and the obligations are recognised when services are
performed; packing revenue as fruit is packed, cooling revenue as
fruit is loaded out from cool storage, and class 2 as fruit is sold.
Orchard management
The Group enters into two orchard management contracts that are
largely standardised:
–The first is the management contract which has one performance
obligation; to manage fruit production. Revenue is recognised as the
service is performed and is calculated at cost plus an agreed margin
per the contract. The management fee included in the contract is
recognised evenly over the contract's 12 month period. An incentive
fee is only recognised when agreed orchard gate return (OGR)
targets are achieved and an incentive would be receivable.
–The second orchard management contract has one performance
obligation; to collect the supply of fruit. The transaction price is
determined using a forecasted OGR. Revenue is recognised when
crops are picked (in the June half year accounts for kiwifruit).
Retail services
The Group enters into three retail service contracts which are
customised to the service being offered (such as ripening or fruit sales):
–The first has one performance obligation; to sell fruit on the owner’s
behalf. For this contract, Seeka is an agent and only collects a
marketer’s commission which is recognised when the fruit is sold.
–The second comprises storage and ripening revenue. Both contain
one performance obligation; to either store or ripen the fruit.
Revenue is recognised as the fruit is being stored or ripened.
–The third is customised with each supplier. The essence of the
contracts remain the same with one performance obligation; to
provide the product ordered. The transaction price is based on the
agreed price (either in writing or verbally) and recognised when the
fruit is sold.
Australia
Australian contracts are entered into by the Australian business. The
contracts are on a one-to-one basis with the fruit purchaser and are
largely standardised. There is one performance obligation; to provide
the fruit to the customer. The transaction price is based on the agreed
price (either in writing or verbally) and recognised when the fruit is sold.
25SEEKA LIMITED | ANNUAL REPORT 2019
4. Cost of sales and operating expenses
New Zealand dollarsNotes
2019
$000s
2018
Restated
$000s
Operating materials and services
141,092 117,206
Direct employee benefits
49,017 41,992
(Increase) in fair value of biological assets - crop
12
( 705) ( 1,242)
Total cost of sales
189,404 157,956
Total other employee benefits
8,006 6,978
General administrative expenses
8,141 6,500
Audit fees paid to principal auditors - paid on a Group basis
312 295
Tax compliance and consultancy fees paid to principal auditors
150 118
Tax pooling services paid to principal auditors
222
Remuneration benchmarking fees
3 17
Other advisory services paid to principal auditors relating to the incorporation of Northland subsidiaries
-3
Directors' fees and expenses
450 450
Total other costs
17,084 14,363
Depreciation expense
10
10,870 8,816
Lease depreciation expense
13
5,372 4,977
Amortisation of intangible assets
11
265 932
Impairments and revaluations
Loss on revaluation of land and buildings
60 4
Impairment of intangible assets
11
- 946
Impairment of property, plant and equipment
10
395 300
Total impairment and revaluation
455 1,250
Interest expense
4,930 4,549
Lease interest expense
13
2,764 2,906
Total expenses
231,144 195,749
The purchase of the Aongatete business has increased cost of sales and operating expenses across the orchard, post harvest and other segments,
including general administrative expenses, see note 19.
During the year the Group recognised $0.55m of costs relating to the measurement of the share schemes issued based on the Black Scholes
Model (Dec 2018 - $0.06m).
Principal versus agent relationship
A principal relationship is one where Seeka has the performance
obligation to provide the good or service directly and has control of the
asset or has a right to direct the asset. An agency relationship is one
where the performance obligation is to arrange for the good or service
on behalf of the supplier. The Group currently has agent relationships
for the sale of some fruit and vegetables in the retail services segment.
Impact of seasonality
Group revenues are generated from seasonal horticultural operations,
with post harvest revenues recognised as services are provided and
orcharding revenues recognised once the fruit is harvested. Retail
revenues are generated at the point of sale. In New Zealand kiwifruit
are harvested from March to June, avocados from July to February, and
kiwiberry from February to March. In Australia nashi and European
pears are harvested January to March, and kiwifruit from March to
May. As a result of these harvest timings around 60~70% of orchard
revenues are recognised in the first six months of the financial year.
Due to seasonal fluctuations, the timing of the provision of post
harvest services can vary from year to year, however normally 70~80%
is recognised in the first six months of the financial year, but can be
impacted by seasonal fluctuations.
Irrigation water rights
Water allocation rights are carried at fair value supported by the
value of the traded rights on a recognised exchange or market at
measurement date. Annual water allocation rights are recognised as
a current asset when they are allocated to the Group's permanent
water shares from the first of July each year by the Victorian Water
Register, and are subsequently expensed when the entitlement is
used to irrigate orchards. Any gain on revaluation is recognised in the
statement of financial performance.
Interest income
Interest income is recognised on a time-proportion basis using the
effective interest method.
Dividend income
Dividend income is recognised when the right to receive payment is
established.
Gain on sale of assets held for sale
The gain on sale of assets held for sale is recognised when a sale and
purchase agreement is unconditional and the consideration is paid or
payable at that date.
ANNUAL REPORT 2019 | SEEKA LIMITED26
5. Reconciliation of net operating surplus after taxation with cash flows from operating activities
New Zealand dollars
2019
$000s
2018
Restated
$000s
Net operating surplus after taxation
6,884 6,651
Add / (less) non cash items:
Depreciation
10,870 8,816
Lease depreciation
5,372 4,977
Loss on revaluation of land and buildings
60 4
Impairment of intangible assets
- 946
Impairment of property, plant and equipment
395 300
Revaluation of employee share scheme
( 44) 62
Revaluation of grower share scheme
412 -
Movement in deferred tax
( 2,790) ( 301)
Movement in fair value of biological assets - crop
( 705) ( 1,242)
Amortisation of intangible assets
265 932
13,835 14,494
Add / (less) items not classified as an operating activity:
Loss on sale of property, plant and equipment
265 -
Gain on sale of assets held for sale
( 3,187) ( 616)
Decrease in current water allocation account
( 247) ( 443)
Gain on sale of investment in shares
( 243) ( 300)
( 3,412) ( 1,359)
(Increase) / decrease in working capital:
Increase / (decrease) in accounts payable
2,707 ( 2,723)
(Increase) / decrease in accounts receivable/prepayments
( 343) 621
(Increase) / decrease in inventory
( 3,378) 244
(Increase) / decrease in taxes due
2,295 ( 1,576)
1,281 ( 3,434)
Net cash flow from operating activities
18,588 16,352
Accounting policies
Cash flows statements are prepared using the direct approach. Cash and cash equivalents are shown exclusive of GST.
Accounting policies
Operating expenses are recognised in the statement of financial performance as incurred, except where future economic benefits arise and they
are recorded as a prepayment.
Wages and salaries, annual leave and sick leave
Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within 12 months of the reporting date, are
recognised in other payables. The employee liabilities are measured at the amounts expected to be paid when settled. Liabilities for non-accumulating
sick leave are recognised when the leave is taken and measured at the rates paid or payable.
27SEEKA LIMITED | ANNUAL REPORT 2019
6. Income tax expense
New Zealand dollarsNotes
2019
$000s
2018
Restated
$000s
a. Current tax expense
Current year
3,561 3,743
Prior period adjustment
523 6
Total current tax expense
4,084 3,749
Deferred tax expense
7
Origination and reversal of temporary differences
( 1,105) ( 561)
Prior period adjustment
- 32
Total deferred tax expense
( 1,105) ( 529)
Total income tax expense
2,979 3,220
b. Numerical reconciliation of income tax expense to prima facie tax payable
Profit before income tax expense
9,863 9,871
Tax at the New Zealand tax rate of 28%
3,866 3,848
Tax at the Australian tax rate of 30%
( 1,183) ( 932)
Tax effect of amounts which are not deductible (taxable) in calculating taxable income
276 364
Tax exempt income
( 2) ( 98)
Under provision in prior years - temporary differences
22 38
Income tax expense
2,979 3,220
c. Imputation credit account
Imputation credits available for use in subsequent reporting periods
16,932 18,586
The above amounts represent the balance of the imputation account as at the end of the reporting
period, adjusted for:
a. Imputation credits that will arise from the payment of the amount of the provision for income tax
b. Imputation debits that will arise from the payment of dividends recognised as a liability at the
reporting date; and
c. Imputation credits that will arise from the receipts of dividends recognised as receivables at the
reporting date.
d. Current tax (liability) / receivable
Opening balance of current tax (liability)
( 36) ( 1,404)
Acquisition
44 -
Adjustments for prior periods
( 523) ( 6)
Current year tax
( 2,422) ( 2,942)
Reclassify income tax as deferred tax
( 1,139) ( 819)
Less tax paid
2,362 5,135
Exchange differences
5 -
Current tax (liability)
( 1,709) ( 36)
Accounting policies
Income tax expense comprises both current and deferred tax and is
recognised in the statement of financial performance.
Current tax is the expected tax payable on the taxable income for the
year, using tax rates enacted or substantively enacted at the reporting
date, and any adjustment to the tax payable in respect of previous years.
Deferred tax is recognised using the balance sheet method, providing
for temporary differences between the tax losses of assets and
liabilities and their carrying amounts in the consolidated financial
statements. Deferred tax is not accounted for if it arises from initial
recognition of an asset or liability in a transaction other than a
business combination and that affects neither accounting or taxable
profit. Differences relating to investments in subsidiaries and jointly
controlled entities are not recognised to the extent that they probably
will not reverse in the foreseeable future.
Deferred tax is measured at the tax rates that are expected to be
applied to the temporary differences when they reverse, based on the
laws that have been enacted or substantively enacted at balance date.
A deferred tax asset is recognised to the extent that it is probable that
future taxable profits will be available against which the temporary
differences can be utilised.
ANNUAL REPORT 2019 | SEEKA LIMITED28
7. Deferred tax
Deferred tax assets and liabilities are offset when there is a legally-enforceable right to offset current tax assets against current tax liabilities and
when the deferred income taxes relate to the same fiscal authority.
The following table details the offset amounts.
New Zealand dollars
2019
$000s
2018
Restated
$000s
Expected settlement:
Within 12 months
( 4,042) ( 3,920)
In excess of 12 months
21,802 18,890
Total deferred tax liability
17,760 14,970
Net deferred tax liabilities:
Opening balance
14,970 14,470
Reclassify income tax as deferred tax
( 1,139) ( 819)
Acquisition
2,936 393
Exchange differences
( 25) ( 150)
Charged to the statement of financial performance
34 241
Prior period adjustment
- 32
Charged to revaluation reserve
1,131 842
(Credited) to hedge reserve
( 147) ( 39)
Closing balance at end of year
17,760 14,970
The balance comprises temporary differences attributable to:
Temporary differences on non-current assets
21,802 18,889
Current liabilities
( 4,110) ( 3,671)
Prepayments and accrued income
3,645 2,227
Losses reclassified as deferred tax
( 3,577) ( 2,475)
Total deferred tax liability
17,760 14,970
Deferred tax assets are recognised for tax loss carry-forwards to the extent that the realisation of the related tax benefit through the future
taxable profits is probable. No amounts were recognised at balance date and there were no unrecognised tax losses (Dec 2018 - Nil).
The deferred tax liability recognised in the financial statements does not represent the tax that would be payable on the disposal of the buildings;
actual tax payable is limited to the reversal of tax depreciation claimed on that asset in prior period tax returns.
8. Events occurring after balance date
Since 31 December 2019, 26 hectares of Northland orchards classified as assets held for sale (see note 9), were sold under three contracts for a
combined value of $10.11m.
There are no other material events occurring subsequent to balance date requiring adjustment to or disclosure in the financial statements.
29SEEKA LIMITED | ANNUAL REPORT 2019
Assets
This section focuses on the physical and intangible assets used by the Group to operate the business, deliver benefits to stakeholders,
add new income streams and generate revenues. Assets include post harvest facilities, retail service facilities, and software. Assets
also include Group-owned land, vines, trees and crop on Group-owned and leased orchards. The Group also has interests in water
shares, leases and goodwill arising from Group acquisitions.
Disclosures are made on additions, disposals, revaluations, depreciation, impairments and amortisation.
9. Assets classified as held for sale
New Zealand dollarsNotes
2019
$000s
2018
$000s
Opening balance at 1 January
24,197 -
Additions and transfers
35,111 25,424
SunGold licence purchased
5,728 3,994
SunGold licence transferred from intangible assets
11
1,662 -
Development costs incurred
564 478
Growing costs incurred / (recovered)
( 346) 686
Sales settled by third parties
( 39,833) ( 6,385)
Total assets held for sale
27,083 24,197
The following table details the assets classified as held for sale by asset class.
New Zealand dollars
2019
$000s
2018
$000s
Asset class
Land and buildings
8,382 8,675
Property, plant and equipment
2,935 3,967
Intangible assets
8,254 3,994
Bearer plants
6,398 6,397
Biological assets - crop
1,114 1,164
Total assets held for sale
27,083 24,197
At 31 December 2019, 56 hectares of Northland orchards (Dec 2018 - 140 hectares) owned by Seeka were classified as held for sale. These
properties were purchased as part of the 2018 purchase of Kerikeri assets from T&G Global Limited and business combination detailed in note 19b.
At 31 December 2019, 26 hectares had conditional sale agreements subject to subdivision. These sales went unconditional on 17 February 2020,
see note 8.
The assets are classified as held for sale as their carrying amount will be recovered principally through a sale transaction rather than through
continuing use. This condition was met when the sale became highly probable and the assets were available for immediate sale in their present
condition. The Group is committed to the sale and expects the sale to be completed within one year from the date of classification. These assets
are recorded at the lower of the carrying value or fair value less costs to sell as required by NZ IFRS 5, based on independent valuations of the
properties at year end as detailed in note 10.
Assets related to the sale of three orchards in Australia (Hayward, Austral and Lakes) are also recognised as assets held for sale from 1 September
2019. The sale will be subject to a leaseback arrangement. The Group expects that substantially all of the risks and rewards associated with the
assets will transfer to a buyer.
As described in note 11, all of the goodwill from the Australia CGU has been allocated to the disposal group, based on the Group's assessment of
relative fair values of the assets held for sale and Australia assets being retained.
The Group used a discounted cash flow analysis to estimate relative fair values. Key assumptions used include yields per hectare, based on
historic actual yields adjusted for the expected effects of orchard development such as regrafting, and market returns, based on normalised
historic returns which are considered a reasonable best estimate of future returns.
A discount rate of 9% and terminal growth rate of 2% were applied. No reasonably possible adjustments in these assumptions would result in a
materially different allocation of goodwill.
Critical accounting estimates and judgements
The Group has used estimates to judgementally allocate goodwill to the Australian assets held for sale, as described above.
ANNUAL REPORT 2019 | SEEKA LIMITED30
10. Property, plant and equipment
New Zealand dollars
Land and
buildings
$000s
Plant and
equipment
$000s
Motor
vehicles
$000s
Bearer
plants
$000s
Assets under
construction
$000s
Total
$000s
At 1 January 2018
Cost or valuation
106,321 88,909 800 9,258 3,383 208,671
Accumulated depreciation and impairment
( 2,856) ( 48,550) ( 379) ( 1,483) ( 32) ( 53,300)
Net book amount
103,465 40,359 421 7,775 3,351 155,371
Year ended 31 December 2018
Opening net book amount
103,465 40,359 421 7,775 3,351 155,371
Reclassification of asset classes
136 ( 14) ( 122) - - -
Additions and transfers
8,222 6,844 91 2,193 15,594 32,944
Depreciation recovery
- 159 - - - 159
Depreciation
( 3,434) ( 4,995) ( 96) ( 291) - ( 8,816)
Disposals
- ( 355) ( 27) - ( 7) ( 389)
Impairment of property, plant and equipment
- - - ( 108) ( 192) ( 300)
Revaluation
2,335 - - - - 2,335
Foreign Exchange
( 651) ( 272) ( 6) ( 203) ( 97) ( 1,229)
Closing net book amount
110,073 41,726 261 9,366 18,649 180,075
At 1 January 2019
Cost or valuation
116,364 95,146 736 11,223 18,868 242,337
Accumulated depreciation and impairment
( 6,291) ( 53,420) ( 475) ( 1,857) ( 219) ( 62,262)
Net book amount
110,073 41,726 261 9,366 18,649 180,075
Year ended 31 December 2019
Opening net book amount
110,073 41,726 261 9,366 18,649 180,075
Additions and transfers
49,082 13,496 327 2,720 ( 9,565) 56,060
Depreciation recovery
- 314 - - - 314
Depreciation
( 4,570) ( 5,938) ( 126) ( 236) - ( 10,870)
Disposals
( 232) ( 865) - - ( 49) ( 1,146)
Impairment of property, plant and equipment
- - - ( 395) - ( 395)
Revaluation
3,908 - - - - 3,908
Reclassification to assets held for sale
( 3,608) ( 749) - ( 2,878) - ( 7,235)
Foreign exchange
( 140) ( 54) ( 2) ( 53) ( 40) ( 289)
Closing net book amount
154,513 47,930 460 8,524 8,995 220,422
At 31 December 2019
Cost or valuation
165,374 106,949 1,062 11,012 9,214 293,611
Accumulated depreciation and impairment
( 10,861) ( 59,019) ( 602) ( 2,488) ( 219) ( 73,189)
Net book amount
154,513 47,930 460 8,524 8,995 220,422
Assets under construction are assets that are yet to be capitalised and
are not depreciated. When the asset is ready for use it is transferred
to the appropriate asset class. At 31 December 2018 assets under
construction related to the Oakside packhouse and coolstore and
Kerikeri packhouse builds. These have now been completed and have
been transferred to land and buildings. The balance at 31 December
2019 is largely related to the Kerikeri coolstore build.
Land and buildings
Land and buildings are revalued to their estimated market value on a
three-year rolling cycle (excluding assets under construction), plus
any subsequent additions at cost, less subsequent depreciation for
buildings. In New Zealand valuations are undertaken by TelferYoung
Valuers, ANZIV, independent registered valuer.
In Australia valuations are undertaken by Preston Rowe Paterson
Shepparton (previously known as Goulburn Valley Property Services),
independent valuers, Shepparton, Victoria, Australia. All Australian
land and buildings were revalued at 31 December 2019.
The valuers consider four different approaches in concert to arrive at
a fair value;
1. Direct replacement cost - adds the value of the land to the
replacement cost of the buildings and other improvements based
on the current cost of construction less depreciation based on the
age of the building with an allowance for physical depreciation.
Specific consideration is given to the 'optimised depreciated
replacement cost' methodology.
2. Sales comparison - considers sales of other comparable properties.
31SEEKA LIMITED | ANNUAL REPORT 2019
The following table details the gain on revaluation of land and buildings recognised in the revaluation reserve, net of tax of $3.20m (Dec 2018 - $2.09m).
New Zealand dollars
Land
$000s
Buildings
$000s
Total
$000s
Land and buildings revaluation reserve
1,754 1,449 3,203
As a consequence of the building revaluations conducted December 2019, $3.71m (Dec 2018 - $1.66m) of accumulated depreciation was offset
directly against the assets' cost or valuation, prior to revaluation.
The following table details the depreciated value of land and buildings if they were to be stated on a historical cost basis.
New Zealand dollars
2019
$000s
2018
$000s
Cost
178,030 131,658
Accumulated depreciation
( 35,557) ( 29,764)
Depreciated historical cost
142,473 101,894
Net book amount
154,513 110,073
Impairment of bearer plants
For the year ended 31 December 2019, the Group replaced some Australian bearer plants as a result of the Psa disease being identified on
new grafts. This resulted in an impairment and the write off of the carrying value of bearer plants of $0.40m (Dec 2018 - $0.30m) which was
recognised in the statement of financial performance.
Accounting policies
Bearer plants
Bearer plants are the Group's investment in kiwifruit vines, pear,
avocado and other fruiting vines and trees on Group-owned and leased
land. Bearer plants are stated at historical cost less depreciation.
Historical cost includes all costs incurred to purchase or establish the
asset.
Land and buildings
Land and buildings are shown at fair value, based on periodic, but at
least triennial valuations by independent valuers, plus any subsequent
improvements at cost, less depreciation. At each annual balance date,
no less than one third of assets classified as land and buildings are
revalued and those valuations are used to assess the appropriateness
of the carrying values of all land and building assets held by the Group,
which effectively revalues all land and buildings annually. Revaluations
are performed more frequently if changing industry conditions may
cause their carrying value to differ significantly from fair value. Any
accumulated depreciation at the date of revaluation is eliminated
against the gross carrying amount of the asset and the net amount is
restated to the revalued amount of the asset.
Changes in the carrying amounts arising on revaluation of land and
buildings are accounted for through comprehensive income and other
reserves, except where an asset's assessed fair value is less than the
original cost, in which case the change is recognised in the statement of
financial performance.
Property, plant and equipment
All other property, plant and equipment are stated at historical
cost less depreciation. Historical cost includes all costs incurred to
purchase the asset.
Subsequent additions at cost are included in the asset’s carrying value
or recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item will
flow to the Group and the cost of the item can be measured reliably. All
other repairs and maintenance are charged to the statement of financial
performance during the financial period in which they are incurred.
Asset impairments are recognised in the statement of financial
performance.
Depreciation
Land is not depreciated. Depreciation on other assets is calculated
using the straight line or diminishing value method to allocate their
cost or revalued amounts, net of their residual values, over their
estimated useful lives. The depreciation of bearer plants on leased
land orchards is aligned to the term of the lease.
The estimated useful lives of assets are as follows:
– Buildings 20 - 50 years
– Machinery 10 - 20 years
– Vehicles 4 - 7 years
– Furniture, fittings and equipment 3 - 10 years
– Bearer plants: 5 - 50 years
Asset residual values and useful lives are reviewed, and adjusted
if appropriate, at balance date and an asset’s carrying amount is
immediately written down to its recoverable amount.
Gains and losses on disposals are determined by comparing proceeds
with the carrying amount, and any gain or loss is included in the
statement of financial performance. When revalued assets are sold, the
amounts included in the revaluation reserve in respect of those assets
is transferred to retained earnings.
3. Capitalisation of rentals - assumes a hypothetical lease of the
property with a current market rental being established and
capitalising this at an appropriate rate of return (8.5% – 10.5%)
that would be expected by a prudent investor.
4. Discounted cash flow - a variation of the investment method
whereby it takes the current market rental calculated under the
investment method and forecasts net cash flows over a ten-year
period. Cash flows are adjusted for expected growth in market
rentals and estimated costs incurred to maintain land and buildings
in operational use. This method assumes land and buildings are
sold in the terminal year (year 11).
The net book value of land is $23.37m (Dec 2018 - $20.3m) and
buildings is $131.14m (Dec 2018 - $89.8m), see note 29.
Critical accounting estimates and judgements
Property, plant and equipment uses estimated depreciation rates and independent valuations to set asset values. Judgement is also
exercised in determining whether impairment exists, as described above.
ANNUAL REPORT 2019 | SEEKA LIMITED32
11. Intangible assets
New Zealand dollarsNotes
Software
$000s
Goodwill
$000s
Water
shares
$000s
Supplier
contract
$000s
Other
intangibles
$000s
Total
$000s
At 1 January 2018 - Restated
Cost
2,517 9,882 6,150 1,877 - 20,426
Accumulated amortisation and impairment
( 2,097) ( 2,031) - ( 1,146) - ( 5,274)
Net book amount
420 7,851 6,150 731 - 15,152
Year ended 31 December 2018 - Restated
Opening net book amount
420 7,851 6,150 731 - 15,152
Additions
583 - - - 1,662 2,245
Additions from business combination
19
- 1,220 - - - 1,220
Revaluation
- - 1,981 - - 1,981
Impairment
- ( 946) - - - ( 946)
Exchange differences
( 3) ( 278) ( 273) - - ( 554)
Amortisation
( 201) - - ( 731) - ( 932)
Closing net book amount
799 7,847 7,858 - 1,662 18,166
At 1 January 2019
Cost
3,097 10,824 7,858 1,877 1,662 25,318
Accumulated amortisation and impairment
( 2,298) ( 2,977) - ( 1,877) - ( 7,152)
Net book amount
799 7,847 7,858 - 1,662 18,166
Year ended 31 December 2019
Opening net book amount
799 7,847 7,858 - 1,662 18,166
Additions
98 - - - - 98
Additions from business combination
19
- 7,035 - - - 7,035
Revaluation
- - 1,343 - - 1,343
Exchange differences
- ( 61) ( 79) - - ( 140)
Amortisation
( 265) - - - - ( 265)
Reclassification to assets held for sale
9
- ( 5,889) - - ( 1,662) ( 7,551)
Closing net book amount
632 8,932 9,122 - - 18,686
At 31 December 2019
Cost
3,195 10,963 9,122 - - 23,280
Accumulated amortisation and impairment
( 2,563) ( 2,031) - - - ( 4,594)
Net book amount
632 8,932 9,122 - - 18,686
Other intangibles are SunGold kiwifruit licences purchased from Zespri
Limited on 1 May 2018. The licences give Seeka the right to plant the
SunGold kiwifruit variety and were purchased with the intention of
using them on the orchards purchased in Northland that were not yet
settled to Seeka's ownership as at 31 December 2018. The licences
were subsequently reclassified as held for sale with the Northland
orchards in 2019 once Seeka obtained the property titles, see note 9.
The amortisation period of software is four to five years.
The Group's interest in leased land was restated as a right-of-use lease
asset now recognised as a result of the retrospective adoption of NZ
IFRS 16 Leases, see note 13.
Water shares are an integral part of land and irrigation infrastructure
required to grow pears, kiwifruit and other annual crops in Australia
and are carried at fair value based on a valuation at 31 December 2019
prepared by Preston Rowe Paterson Shepparton, independent valuers,
Shepparton, Victoria, Australia. The movement in the fair value is
recognised in the statement of other comprehensive income.
Impairment tests for goodwill
The Board reviews business performance based on operating
segments and monitors goodwill at the operating segment level.
Goodwill represents the 2019 acquisition of Aongatete Coolstores
Limited, the 2018 acquisition of the Northland business, the
previously-acquired Glassfields business (now named SeekaFresh)
and the Kiwi Crush and Kiwi Crushies product ranges.
The recoverable amount is based on the net present value of the five-
year after-tax cash flow projection, with a terminal value beyond five
years. Cash flows beyond the five year period are extrapolated using
estimated growth rates and discount rates stated in this note. The
assumptions used for the analysis of the net present value of forecast
gross margin for the cash generating unit, is determined based on
past performance and the Board's expectations of future market
development, plus the Group's five year financial plans.
During the year ended 31 December 2019, $7.0m of goodwill was
recognised from the acquisition of Aongatete Coolstores Limited, see
note 19a.
For the year ended 31 December 2018, $1.2m of goodwill was recognised
from the acquisition of the Kerikeri post harvest facility, see note 19b.
Following a major customer moving to their own direct supply of
bananas in 2018, the Board reassessed the useful life remaining on
the intangible asset associated with the contract. The useful life
was reduced from 6 years to 4 years and with no remaining term to
run the supplier contract intangible asset was fully amortised at 31
December 2018. Further, the Board reviewed the latest forecasts and
33SEEKA LIMITED | ANNUAL REPORT 2019
The following table details the key assumptions used for value-in-use calculations and the recoverable amount.
Goodwill
Cash generating unit
within the business
Carrying
amount
$000s
Discount
rate
Revenue
growth rate
1-5 years
Terminal
growth rate
2019
Aongatete Coolstores Limited Post harvest segment
7,035 8.0%1% - 4%
1
1.0%
Northland packhouse Post harvest segment
1,220 8.0%2% - 15%
2
1.5%
Glassfields (now SeekaFresh) Retail services segment
433 8.0%3% - 13%
3
2.0%
Kiwi Crush Retail services segment
244 8.0%5%
4
5.0%
2018
Seeka Australia Pty Limited Australian operations
5,950 9.9%3% - 9%2.0%
Glassfields (now SeekaFresh) Retail services segment
433 10.1%4% - 5%2.0%
Kiwi Crush Retail services segment
244 10.9%2% - 4%2.0%
The following table details how water shares would be stated on the historical cost basis.
New Zealand dollars
2019
$000s
2018
Restated
$000s
Cost
4,535 4,535
Amortised cost
4,535 4,535
Net book amount
9,122 7,858
Accounting policies
Intangible assets
Assets with a finite useful life are subject to depreciation and
amortisation and reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount may
not be recoverable. Intangible assets that have an indefinite life
are not subject to amortisation and are tested at least annually
for impairment, with impairment losses recognised when the
carrying amount exceeds the recoverable amount. When assessing
impairment, assets are grouped at the lowest identifiable unit able to
generate cash flow.
Software
Acquired computer software licences are capitalised on the basis of
the costs incurred to acquire and bring to use the specific software.
Internally developed computer software is capitalised when it enters
the development phase and includes costs incurred to develop and
test the software for use. Intangible assets are amortised over their
estimated useful life (typically three to five years).
Goodwill
Goodwill represents the excess of the cost of an acquisition over the
fair value of the Group’s share of the net identifiable assets at the
date of acquisition. Goodwill on a business acquisition is included
in intangible assets, and on acquisition of an associate is included in
investments in associates. When acquired in business combinations,
the goodwill is annually tested for impairment (or more frequently if
deemed prudent) and carried at cost less accumulated impairment
losses. Gains and losses on the disposal of a business include the
carrying amount of goodwill relating to that business.
Supplier contracts
When an intangible asset is recognised on a supplier contract it is
amortised over the life of the contract on a straight line basis. The
expense is charged to the statement of financial performance.
Water shares
The Group records permanent water shares at fair value based on an
independent valuation at balance date. The shares are fully tradeable
and have an indefinite life and are not amortised.
Other intangibles
Other intangibles subject to amortisation are amortised over the life
of the asset on a straight line basis. The expense is charged to the
statement of financial performance.
further impaired the carrying value of the goodwill associated with the
Glassfield's banana business by $0.95m at 31 December 2018. The
remaining goodwill recognised as an intangible asset on the balance
sheet is $0.43m.
All the goodwill relating to the acquisition of Seeka Australia Pty
Limited has been reclassified as an asset held for sale relating to the
Group's strategy to sell the established kiwifruit orchards in Australia,
lease them back and focus on development of kiwifruit and new pear
varieties, see note 9.
All amounts recognised as goodwill at 31 December 2019 were tested for
impairment at balance date and no impairment arose in the current year.
1. If the revenue growth rates reduced to 0.5%-1%, there is no
impairment.
2. The revenue growth rates used for the Northland packhouse
reflect the expected increase in SunGold kiwifruit volumes as
plantings come into production during the period being assessed.
If the revenue growth rates reduced to 3%-8%, there would be an
impairment of $0.4m.
3. The revenue growth used for the Glassfields (SeekaFresh) business
reflects the recovery in revenue being experienced in the second half
of 2019 and expected to continue during the period being assessed.
4. The revenue and terminal growth rates used for Kiwi Crush reflects
improved performance over the next 5 years due to the business
continuing to explore new product lines and exploring new markets.
Critical accounting estimates and judgements
The impairment testing of intangible assets uses estimates of revenue growth rates, discount rates and terminal growth rates as detailed
above.
ANNUAL REPORT 2019 | SEEKA LIMITED34
12. Biological assets - crop
Crops growing on bearer plants are classified as biological assets and measured at fair value.
Crop assets are kiwifruit, nashi pears, Packham pears, Corella pears, other pears, cherry, avocado, apricot, and plum crops growing on leased and
owned orchards and yet to be harvested at balance date.
The following table reconciles beginning balances to end balances for biological assets crop measured at fair value defined as level 3 in note 29.
New Zealand dollars
2019
$000s
2018
$000s
Carrying amount at beginning of period
17,924 16,682
Crop harvested during the period
Fair value movement from the beginning of the period to point of harvest
19,563 20,000
Fair value when harvested
( 37,487) ( 36,682)
Crop growing on bearer plants at end of period
Crop where cost is deemed fair value
18,148 17,745
Crop at fair value
481 179
Carrying value at end of period
18,629 17,924
The following table reconciles fair value movement of biological assets - crop.
New Zealand dollars
2019
$000s
2018
$000s
Movement in carrying amount
756 1,491
Exchange differences
( 51) ( 249)
Net fair value movement in crop
705 1,242
The following table details the classification of biological assets - crop.
New Zealand dollars
2019
$000s
2018
$000s
Australia - all varieties
4,703 5,020
New Zealand - kiwifruit crop
13,563 12,775
New Zealand - avocado crop
363 129
Carrying value at end of period
18,629 17,924
Crop where cost is deemed fair value
Kiwifruit, nashi, Packham and Corella pear crops are not considered to have achieved sufficient biological transformation at balance date and as
such cost is deemed fair value, see note 29.
During the year ended 31 December 2018, $0.50m of development costs were expensed due to the effect of Psa on recently grafted crops on
producing orchards in Australia (Dec 2019: Nil). This was reflected in the change in the fair value of the biological asset.
Accounting policies
Biological assets are the crops growing on bearer plants in the Group’s leased and owned orchards. The method to determine fair value depends
on the degree of biological transformation (the maturity of the fruit) at balance date.
When insufficient biological transformation has occurred, the fair value is the costs incurred at balance date to grow the crops (provided the costs
are considered recoverable). When costs are not considered recoverable they are expensed in the statement of financial performance.
When sufficient biological transformation has occurred, fair value is the estimated net market return less selling cost and costs to market.
The estimated market return less selling cost is established by reference to current and expected sales returns when available. When market data
is not available an assessment is made based on historical data.
Critical accounting estimates and judgements
The valuation of biological assets uses estimates of market returns to determine value.
35SEEKA LIMITED | ANNUAL REPORT 2019
13. Leases
As a result of the adoption of NZ IFRS 16 from 1 January 2019, the Group is required to report all leases on the balance sheet, with the exception of
low value leases or leases less than 12 months. The Group has elected to adopt the standard fully retrospectively, which means prior year numbers
have been restated as if the standard had always applied. A full reconciliation pre and post NZ IFRS 16 implementation is shown in this note.
The following table details leases where the Group is a lessee.
New Zealand dollars
2019
$000s
2018
Restated
$000s
Right-of-use lease assets
Land and buildings
27,168 25,339
Orchard leases
12,274 2,867
Equipment
3,182 2,362
Motor vehicles
2,100 2,084
Total right-of-use lease assets
44,724 32,652
The movements for the year are as follows:
Right-of-use lease asset movements
Opening balance
32,652 29,150
Additions
17,444 8,479
Depreciation
( 5,372) ( 4,977)
Closing balance
44,724 32,652
New Zealand dollars
2019
$000s
2018
Restated
$000s
Lease liabilities
Current
5,211 3,970
Non-current
45,267 32,870
Total lease liabilities
50,478 36,840
The liabilities are classified as follows:
Lease liabilities
Land and buildings
31,46229,187
Orchard leases
13,8473,157
Equipment
2,9902,412
Motor vehicles
2,1292,084
Total lease liabilities
50,478 36,840
The movements for the year are as follows:
Lease liability movements
Opening balance
36,840 32,537
Additions
18,7088,481
Reduction in liability
( 5,070) ( 4,178)
Closing balance
50,478 36,840
Additions
On 30 September 2019, the Group entered into the sale and leaseback transaction for an orchard in Northland previously recognised as an asset
held for sale. As part of the sale the Group signed a 15 year lease for the orchard.
Key terms explained
Right-of-use lease asset
The asset that the Group obtains control of when signing a lease.
Lease liability
The present value of all future known payments on the lease.
Lease depreciation
The right-of-use lease asset value divided by the term of the lease.
Lease interest
The discounted portion of the lease liability (similar to interest on a
table mortgage).
Lease principal
The difference between the cash lease payment and the lease interest.
ANNUAL REPORT 2019 | SEEKA LIMITED36
Impact of adoption of NZ IFRS 16
The Group has adopted NZ IFRS 16 fully retrospectively. All numbers in the financial statements have been restated to reflect the standard as if
it has always applied. The leases the Group recognises under NZ IFRS 16 were previously recognised as operating leases under NZ IAS 17 and
were previously disclosed as a commitment in the notes to the financial statements. These operating leases are now restated as right-of-use lease
assets and lease liabilities. The Group also restated one intangible asset, being the lease interest in land, which is now incorporated into the right-
of-use lease asset, so has been removed from the opening balance on restatement. The opening adjustment to recognise the right-of-use lease
asset and lease liability has been recognised in retained earnings, net of the deferred tax impact.
The following table details the impact of the adoption of NZ IFRS 16 on the statement of financial position.
New Zealand dollars
31 Dec 2019
NZ IAS 17
$000s
NZ IFRS 16
adjustment
$000s
31 Dec 2019
as presented
$000s
31 Dec 2018
NZ IAS 17
$000s
NZ IFRS 16
adjustment
$000s
31 Dec 2018
as restated
$000s
Equity
96,773-96,77394,406-94,406
Reserves
21,512-21,512 18,747 ( 974) 17,773
Retained earnings
41,948( 5,289) 36,659 40,223 ( 3,152) 37,071
Total equity
160,233 ( 5,289) 154,944 153,376 ( 4,126) 149,250
Total current assets
83,145-83,14566,977-66,977
Non current assets
221,691-221,691183,120-183,120
Intangible assets
18,686-18,68619,709( 1,543)18,166
Right-of-use lease assets
-44,72444,724-32,65232,652
Total non current assets
240,37744,724285,101202,82931,109233,938
Total assets
323,52244,724368,246269,80631,109300,915
Current liabilities
46,496-46,49640,227-40,227
Lease liabilities
-5,2115,211-3,9703,970
Total current liabilities
46,4965,21151,70740,2273,97044,197
Non current liabilities
98,568-98,56859,628-59,628
Deferred tax
18,225( 465)17,76016,575( 1,605)14,970
Lease liabilities
-45,26745,267-32,87032,870
Total non current
116,79344,802161,59576,20331,265107,468
Total liabilities
163,28950,013213,302116,43035,235151,665
Net assets
160,233( 5,289)154,944153,376( 4,126)149,250
Accounting policies
Under the new lease standard the Group has recognised lease
liabilities which were previously classified as 'operating lease
payments' under the old standard NZ IAS 17 Leases. The lease liability
is measured as the present value of the remaining lease payments,
including any renewal periods that are likely to be exercised,
discounted using the Group’s incremental borrowing rate which ranges
between 5% and 10%. The discount rate is based on the Group's
incremental borrowing rate, being the rate the Group would borrow
the funds required to purchase the asset. When determining the
discount rate, Seeka considers that the right-of-use lease asset should
not be greater than the fair value of the underlying asset being leased.
The Group’s right-of-use lease asset is equal to the lease liability on
the day of lease inception, with the exception of sale and leaseback
transactions where the asset is measured as the proportion of the
carrying value of the asset sold of which the benefit is retained by the
Group. The right-of-use lease asset is depreciated on a straight line
basis over the period of the lease. Costs incurred with a lease that are
not part of the cost of the right-of-use lease asset are expensed.
All leases have been classified into one of the following asset classes:
–Land and building - leases for rental of all properties, including
packhouses and coolstores
–Orchard - leases held for the development of productive orchards
–Equipment - leases for equipment, including plant equipment and
forklifts
–Motor vehicles - three year leases for motor vehicles
The Group leases various properties for the packing and cooling
of kiwifruit, orchard leases to grow kiwifruit and avocados, and
equipment and vehicle leases. The terms of the leases vary, with land
and building leases ranging from 10 - 15 years, with one 99 year lease.
Orchard leases range from 5 - 15 years, and equipment and vehicle
leases range from 1 - 3 years.
Contracts may contain both lease and non-lease components. In
the case of orchard leases, only the fixed rental is recognised as a
lease liability. Any variable consideration relating to profit share on
the orchard leases is not accounted for as the profit share is only
determined after a crop has been harvested and is not identifiable
at the commencement of the lease. Lease terms are negotiated on
an individual basis and contain a wide range of different terms and
conditions. The lease agreements do not impose any covenants other
than the security interest in the leased assets that are held by the lessor.
Leased assets may not be used as security for borrowing purposes.
The Group is exposed to potential future increases in land and building
lease payments based on contractual market rent reviews that are not
included in the lease liability until the rent review takes place.
Lease payments are allocated between principal and lease interest.
The lease interest is charged to the statement of financial performance
over the term of the lease.
37SEEKA LIMITED | ANNUAL REPORT 2019
The following table details the impact of the adoption of NZ IFRS 16 on equity and the statement of financial position as at 1 January 2018.
New Zealand dollars
1 Jan 2018
NZ IAS 17
$000s
NZ IFRS 16
adjustment
$000s
1 Jan 2018
as restated
$000s
Equity
98,625 ( 3,357) 95,268
Non current assets
163,865-163,865
Intangible assets
16,727( 1,575) 15,152
Right-of-use lease assets
- 29,150 29,150
Total assets
222,023 27,575 249,598
Current liabilities
32,512-32,512
Lease liabilities
- 3,367 3,367
Non current liabilities
74,811- 74,811
Deferred tax
16,075( 1,605)14,470
Lease liabilities
- 29,170 29,170
Total liabilities
123,398 30,932 154,330
The following table details the impact of the adoption of NZ IFRS 16 on the statement of financial performance.
New Zealand dollars
31 Dec 2019
IAS 17
$000s
IFRS 16
adjustment
$000s
31 Dec 2019
as presented
$000s
31 Dec 2018
IAS 17
$000s
IFRS 16
adjustment
$000s
31 Dec 2018
as restated
$000s
Revenue
238,168 ( 1,300) 236,868 203,713 - 203,713
Cost of sales
197,610 ( 8,206) 189,404 165,040 ( 7,084) 157,956
Gross profit
40,558 6,906 47,464 38,673 7,084 45,757
EBITDA
27,613 6,906 34,519 26,217 7,084 33,301
Lease depreciation expense
- 5,372 5,372 - 4,977 4,977
Lease interest expense
- 2,764 2,764 - 2,906 2,906
Amortisation of intangible assets
265 - 265 964 ( 32) 932
Net profit after tax
8,114 ( 1,230) 6,884 7,418 ( 767) 6,651
The following table details the impact of the adoption of NZ IFRS 16 on the statement of cash flows.
New Zealand dollars
31 Dec 2019
IAS 17
$000s
IFRS 16
adjustment
$000s
31 Dec 2019
as presented
$000s
31 Dec 2018
IAS 17
$000s
IFRS 16
adjustment
$000s
31 Dec 2018
as restated
$000s
Payments to suppliers and employees
( 213,152) 8,206 ( 204,946) ( 183,904) 7,084 ( 176,820)
Lease interest paid
( 372) ( 2,764) ( 3,136) - ( 2,906) ( 2,906)
Net cash flows from operating activities
13,146 5,442 18,588 12,174 4,178 16,352
New ZealandAustraliaGroup
New Zealand dollars
Orchard
operations
$000s
Post harvest
operations
$000s
Retail service
operations
$000s
All other
segments
$000s
Australian
operations
$000s
Total
$000s
2019 - EBITDA under NZ IAS 17
3,627 35,114 1,265 ( 11,731) ( 662) 27,613
Capitalised lease costs
1,360 5,870 408 533 35 8,206
Gain on sale and lease back
---( 1,300)-( 1,300)
EBITDA after applying NZ IFRS 16
4,987 40,984 1,673 ( 12,498) ( 627) 34,519
2018 - EBITDA under NZ IAS 17
3,416 32,095 1,632 ( 10,867) ( 59) 26,217
Capitalised lease costs
789 5,062 705 528 - 7,084
EBITDA after applying NZ IFRS 16
4,205 37,157 2,337 ( 10,339) ( 59) 33,301
Critical accounting estimates and judgements
Valuation of right-of-use lease assets and lease liabilities uses judgement to determine the incremental borrowing rate and the
likelihood of exercising any rights of renewal to extend the lease term.
ANNUAL REPORT 2019 | SEEKA LIMITED38
Working capital
Accounting policies
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for doubtful debts.
Collectability of trade receivables is reviewed on an ongoing basis including debts past due, but not considered impaired. Debts which are known
to be uncollectible are written off. A provision for doubtful receivables is established based on the expected default rates over the balance of trade
receivables. See note 28 for calculation details.
15. Inventories
New Zealand dollars
2019
$000s
2018
$000s
Total packaging at cost
3,212 2,989
Other inventories at cost
2,243 1,575
Total inventories
5,455 4,564
In the current year, $28.89m (Dec 2018 - $27.56m) of packaging inventory costs were expensed to cost of sales in the statement of financial
performance.
Accounting policies
Raw materials, work in progress, finished goods and produce are stated at the lower of cost or net realisable value. Cost comprises direct
materials and direct labour, and are assigned to individual items of inventory on the basis of weighted average cost. Net realisable value is the
estimated selling price less estimated costs of completion and sales costs.
This section focuses on how the Group manages inventories, accounts receivable and accounts payable to ensure an appropriate level
of working capital is available to operate the business, deliver benefits to stakeholders and generate revenues.
14. Trade and other receivables
New Zealand dollars
2019
$000s
2018
$000s
Current trade receivables (net of provision for doubtful debts)
12,035 9,149
Prepayments
1,347 1,115
Prepaid deposits
1,827 -
GST refund due
502 495
Accrued income and other sundry receivables
7,622 5,826
Other receivables
4,950 1,780
Current trade and other receivables
28,283 18,365
Non current trade receivables
683 1,059
Non current prepaid deposits
- 1,400
Non current trade and other receivables
683 2,459
Total receivables
28,966 20,824
Other receivables is $4.95m for the settlement of an orchard (Dec 2018 - $1.8m). December 2019 prepaid deposits includes $1.8m for avocado
trees not yet received. These were classed as non current prepaid deposits in December 2018 and are now receivable within the next 12 months
(Dec 2018 - $1.4m).
Accrued income and other sundry receivables include income to be received from orcharding operations over leased and owned orchards relating to
481 hectares (Dec 2018 - 442 hectares).
Within current trade receivables, $2.13m are past due (Dec 2018 - $1.12m), of which 2.6% are more than 90 days (Dec 2018 - 2.0%). Non-
current trade receivables are considered recoverable and relate to debtors secured against crop supply commitments with repayment terms of up
to five years.
The purchase of Aongatete Coolstores Limited has increased debtors and accrued income by a combined $0.78m (Dec 2018 - Nil).
A $0.13m provision for doubtful debts was recognised in the accounts (Dec 2018 - $0.51m).
39SEEKA LIMITED | ANNUAL REPORT 2019
16. Trade and other payables
New Zealand dollars
2019
$000s
2018
$000s
Trade payables
6,935 4,931
Accrued expenses
11,062 9,239
Employee expenses
4,437 4,869
Other payables
499 113
Total trade and other payables
22,933 19,152
Trade payables include $1.1m for capital works in progress (Dec 2018 - $1.6m).
Accrued expenses include costs to be incurred from orcharding operations over leased and owned orchards totalling 481 hectares (Dec 2018 -
442 hectares). Accrued expenses also include costs relating to the retail service segment and the export and domestic sale of avocado.
Accounting policies
Trade payables are recognised initially at fair value (the invoiced amount). If the Group has been provided with extended terms of trade, they are
then recognised at amortised cost using the effective interest method.
ANNUAL REPORT 2019 | SEEKA LIMITED40
Funding
This section focuses on how the Group manages its capital structure to protect shareholder value while funding operations that deliver
benefits to stakeholders and grow shareholder returns.
Disclosures are made on the Group’s bank facilities, retained earnings, dividends paid to shareholders, and earnings per share. Details on the
Company’s share capital include shares issued under the dividend reinvestment plan, grower incentive and employee share schemes.
17. Interest bearing liabilities
New Zealand dollars
2019
$000s
2018
$000s
Current secured
Bank borrowings
21,854 21,039
Total current interest bearing liabilities
21,854 21,039
Non current secured
Non current portion of term liabilities
97,778 59,361
Total non-current interest bearing liabilities
97,778 59,361
Analysis of movements in borrowings:
At 1 January
80,400 85,510
Cash flow - additional borrowings
121,184 62,249
Cash flow - repayment of borrowings
( 81,774) ( 66,526)
Exchange differences
( 178) ( 833)
At 31 December
119,632 80,400
The Group’s total facilities of $139.6m (Dec 2018 - $142.12m) comprise multi-option credit facilities of $67.5m (Dec 2018 - $61.5m) of which
$47.6m has been drawn, and term loans of $72.1m (Dec 2018 - $80.6m).
The Board has assessed the fair value of the term loans as the outstanding balance at balance date.
The Group’s bank facilities are held with Westpac and Rabobank and it is expected that all facilities will be refinanced when they become due for
review in the normal course of business.
The following table details the amounts of the term loans drawn down at balance date and their maturities.
Banker
Balance due
$000sInterest rateMaturity
Term loans as at 31 December 2019
AUD $17mWestpac
17,677 3.02%
31 December 2021
AUD $10mWestpac
10,334 4.15%
30 September 2021
NZD $31.5mWestpac
31,5002.75%
31 December 2021
NZD $12mWestpac
12,000 3.39%
31 March 2022
NZD $10mWestpac
10,000 3.28%
31 March 2022
NZD $9mWestpac
9,000 3.39%
31 March 2022
NZD $6.4mRabobank
6,405 3.24%
31 January 2021
NZD $0.9mRabobank
862 3.24%
26 February 2021
Term loans as at 31 December 2018
AUD $17mWestpac
17,857 4.19%
30 September 2021
AUD $10mWestpac
10,504 4.15%
30 September 2021
NZD $12mWestpac
12,302 4.27%
31 October 2019
NZD $12mWestpac
12,000 4.07%
30 April 2020
NZD $10mWestpac
10,000 3.96%
30 September 2021
NZD $9mWestpac
9,000 3.96%
30 September 2021
All of the Group’s term loans are on interest-only repayment terms, with the exception of the $6.4m Rabobank loan, which requires a $0.5m
annual payment of principal.
Assets pledged as security
Bank loans and overdrafts are secured by first mortgages over the Group’s freehold land and buildings. The Group’s policy is to protect the term
portion of the loans from exposure to changing interest rates via the use of derivatives, see note 30.
41SEEKA LIMITED | ANNUAL REPORT 2019
Accounting policies
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost.
When it is probable that part or the entire loan will be drawn down, any loan facility establishment fee paid is recognised as a loan transaction cost.
When the loan will probably remain undrawn, any loan fee paid is capitalised as a pre-payment for liquidity services and amortised over the period of
the facility.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after
balance date.
18. Share capital
Shares
2019
Shares
2018
Shares
Authorised and issued share capital
Ordinary shares - fully paid and no par value:
Opening balance
29,317,470 17,521,279
Shares issued under:
Rights Issue
- 11,726,988
Dividend reinvestment programme
168,526 69,203
Grower loyalty share scheme
2,061,803 -
Employee share scheme
568,000 -
Total shares issued
32,115,799 29,317,470
Ordinary shares - classified as follows:
Held by ordinary shareholders
29,366,922 28,826,954
Held by Seeka Share Trustee Limited
2,748,877 490,516
Total shares issued
32,115,799 29,317,470
New Zealand dollars
2019
$000s
2018
$000s
Movements in ordinary paid up share capital:
Opening balance of ordinary shares
96,112 47,811
Issues of ordinary shares during the year
804 432
Rights issue
- 49,840
Less transaction costs arising on rights issue
- ( 1,971)
Grower loyalty share scheme issue
9,814 -
Employee share scheme issue
2,704 -
Closing balance of ordinary share capital
109,434 96,112
Movements in treasury share capital:
Opening balance of ordinary shares
1,706 1,616
Employee share scheme receipts - 2016 issue
( 1,231) ( 219)
Grower loyalty share scheme issue of new shares
9,814 -
Grower loyalty share scheme receipts - 2019 issue
( 231) -
Employee share scheme issue of new shares
2,704 309
Employee share scheme receipts - 2019 issue
( 101) -
Closing balance of shares held as treasury capital
12,661 1,706
Net share capital
96,773 94,406
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of fully
paid shares held.
The 2016 employee share scheme issue vested on 20 May 2019, see note 21.
ANNUAL REPORT 2019 | SEEKA LIMITED42
19. Business combination
a. Purchase of shares in Aongatete Coolstores Limited
During the year the Group purchased 100% of the shares in Aongatete Coolstores Limited, a kiwifruit post harvest business based north of
Tauranga in the Bay of Plenty, New Zealand. The business owns packhouse and coolstore facilities and operates an orchard management
business. The purchase was completed 18 March 2019 for a purchase price of $14m.
The following table details the fair values of assets and liabilities recognised at acquisition.
New Zealand dollars
2019
$000s
Aongatete Coolstores Limited
Land and buildings
17,450
Property, plant and equipment
1,852
Inventory
438
Leased assets
928
Biological assets
2,080
Cash and debtors
768
Creditors
( 428)
Other current liabilities
( 1,829)
Deferred tax liability
( 2,891)
Leased liabilities
( 948)
Term loans
( 10,455)
Goodwill
7,035
Total purchase consideration for shares
14,000
The goodwill was allocated to the post harvest and orchard segments and is attributable to the operation’s strong position in the Bay of Plenty and
synergies expected to arise after adding additional post harvest and orchard facilities to Seeka’s operations. The goodwill is not expected to be impaired
in the foreseeable future. None of the goodwill is expected to be deductible for tax purposes. Acquisition-related costs of $0.20m were included in
administrative expenses. Deferred tax of $2.9m was provided in relation to differences between tax values and the fair value of certain assets.
Land and buildings were valued using an independent valuation completed by Telfer Young Valuers using the same approach as other land and
buildings detailed in note 10.
b. Purchase of Kerikeri assets from T&G Global Limited
During the period ended 31 December 2018, the Group purchased Kerikeri-based kiwifruit orchards, packhouse facilities and related assets and
liabilities representing the kiwifruit business previously owned by T&G Global Limited. The transaction was completed in two stages. The first
stage was the purchase of the packhouse facilities and related assets on 30 April 2018. The second stage was the purchase of the orchards from
30 June 2018. One orchard remained subject to subdivision at 31 December 2018 and was settled in June 2019. This orchard remained at the risk
of T&G Global Limited until the relevant individual titles were issued.
Accounting policies
Ordinary shares are classified as equity.
Where any Group company purchases the Company's equity share capital (treasury shares), the consideration paid, including any directly
attributable incremental costs (net of income taxes), is deducted from equity attributable to the Company's equity holders until the shares are
cancelled or reissued. Where such shares are subsequently reissued, any consideration received, net of any directly attributable incremental
transaction costs and the related income tax effects, is included in equity attributable to the Company's equity holders.
Grower loyalty share scheme
On 15 March 2019, the Group invited eligible growers of kiwifruit, avocado and kiwiberry to participate in a three-year grower loyalty share
scheme, whereby each participant would be allocated a parcel of shares based on their orchard's current or forecast production. This issue of up
to 2.6m shares was approved by shareholders on 14 February 2019.
In April 2019, 2,061,803 shares were issued to the scheme's trustees on behalf of 405 participating growers. The issue price of $4.76 per share
was funded by the Group making a $9.8m non-interest-bearing loan to the trustees. Upon meeting the terms of the scheme by supplying all
product from the participating orchards for three consecutive seasons, participating growers can elect to pay the outstanding balance of their
loans, less any dividend payments made on the shares, and have the shares transferred to them.
Employee share scheme
On 15 March 2019, the Group invited eligible employees to participate in a five-year employee share scheme, whereby each participant would
be allocated a parcel of shares based on their role in the business. In April 2019, 568,000 shares were issued to the scheme's trustees on behalf
of 319 participating employees. The issue price of $4.76 per share was funded by the Group making a $2.7m non-interest-bearing loan to the
trustees. Upon meeting the terms of the scheme by continuing employment for three consecutive years, participating employees can elect to pay
the outstanding balance of their loans, less any dividend payments made on the shares, and have the shares transferred to them.
43SEEKA LIMITED | ANNUAL REPORT 2019
New Zealand dollars
2018
$000s
Stage 1 - 30 April 2018
Land and buildings
6,603
Property, plant and equipment
775
Inventory
553
Zespri shares
1,975
Prepayments
1
Employee benefits balance
( 264)
Deferred tax
( 393)
Goodwill
1,220
Total purchase consideration
10,470
Stage 2 - 30 June 2018
Orchards purchased - settled in 2018
21,840
Orchards purchased - settled in 2019
9,773
Total purchase consideration
31,613
Total business combination
42,083
The goodwill was allocated to the post harvest and orchard segments and is attributable to the post harvest operation's strong position and
profitability in the Northland market and synergies expected to arise from adding the packhouse to Seeka's operations. The goodwill is not
expected to be impaired in the foreseeable future. None of the goodwill is expected to be deductible for tax purposes. Acquisition-related costs of
$0.41m were included in administrative expenses.
Seeka purchased the Northland orchards with the intention to market them for sale with supply commitments for fruit packing to Seeka. Seeka is
focussed on refurbishing and operating the post harvest facility as part of its post harvest business operations. See note 9 for details.
20. Earnings and net tangible assets per share
2019 2018
Restated
Basic earnings per share
Profit attributable to equity holders of the Company ($000s)
6,884 6,651
Weighted average number of ordinary shares in issue (thousands)
31,326 19,901
Basic earnings per share
$0.22 $0.33
Diluted earnings per share
Profit attributable to equity holders of the Company ($000s)
6,884 6,651
Weighted average number of ordinary shares in issue plus dilutive employee share scheme (thousands)
31,346 20,391
Diluted earnings per share
$0.22 $0.33
Net tangible assets per share
Net tangible assets ($000s)
146,012 141,403
Total ordinary shares issued at the end of the period (thousands)
32,116 29,317
Net tangible assets per share
$4.55 $4.82
The calculations for 2018 earnings and net tangible assets per share were adjusted for the November 2018 rights issue. As a result of the capital
raise, a bonus element is applied to the calculation of the weighted average number of ordinary shares.
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of
ordinary shares outstanding during the period, adjusted for bonus elements in ordinary shares issued during the period.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax
effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed
to have been issued for no consideration in relation to dilutive potential ordinary shares.
Net tangible asset per share
Net tangible asset per share is calculated by dividing the Group’s net assets less goodwill by the total shares on issue at the end of the period.
Critical accounting estimates and judgements
Business combination requires the use of estimates to determine the fair value of the acquisition's assets and liabilities at the date of
acquisition.
ANNUAL REPORT 2019 | SEEKA LIMITED44
21. Retained earnings and reserves
New Zealand dollars
2019
$000s
2018
Restated
$000s
Reserves
Cash flow hedge reserve
( 569) ( 194)
Investment in shares revaluation reserve
- 248
Water share revaluation reserve
3,325 2,372
Land and buildings revaluation reserve
18,671 15,468
Foreign currency translation reserve
( 153) ( 172)
Foreign currency revaluation reserve
( 291) ( 108)
Share reserve
529 159
Total reserves
21,512 17,773
The cash flow hedge reserve is used to record increases and decreases on the revaluation of derivative financial instruments.
The investment in shares reserve is used to record increases and decreases on the revaluation of Seeka's investment in shares.
The land and buildings revaluation reserve is used to record increments and decrements on the revaluation of land and buildings.
The foreign currency translation reserve is used to record foreign currency translation differences on the translation of the Group entities results
and financial position. The amounts are accumulated in other comprehensive income and recognised in profit and loss when the foreign operation
is partially disposed of or sold.
The foreign currency revaluation reserve is used to record unrealised gains and losses on the Group's assets and liabilities held in foreign
currencies.
The share reserve is used to record the value of option benefits recognised on the Group's grower loyalty and employee share schemes as detailed
in this note.
Retained earnings
The following table details movements in retained earnings.
New Zealand dollars
2019
$000s
2018
Restated
$000s
Balance at 1 January
37,071 28,591
Net profit for the year
6,884 6,651
Dividends paid
( 7,469) ( 4,273)
Release of employee share-based payments
182 -
Foreign exchange movement
( 9) -
Realisation of investment in shares reserve
- 6,102
Balance at 31 December
36,659 37,071
Share reserve
The Group operates two equity-settled, share-based incentive plans:
–An equity-settled, share-based compensation plan for employees. Shares are periodically issued under this plan.
–An equity-settled, grower loyalty share scheme approved by shareholders on 14 February 2019.
The employee share scheme is managed by a trust deed established September 2014. The grower loyalty share scheme is managed by a trust deed
established 15 March 2019. The trustee for both trusts is 'Seeka Share Trustee Limited', whose directors are also directors of Seeka.
Employee share scheme
Under the employee share scheme, shares are issued to an employee share trust in return for a debt back to the Company. Qualifying employees
are eligible to subscribe to shares held by the trust under the terms of the scheme with the shares to vest at the end of three years. The option
benefit is recognised as a share-based payment expense and recorded as an expense over the vesting period. At the end of the vesting period the
employee has an option to settle any outstanding debt on their shares and have the shares transferred to them.
At the date the shares vest the employee can elect to extend the repayment period by two years with interest charged and the shares held by the
trust as security and only transferred when the debt is fully repaid. Alternatively at the date the shares vest the employee can elect that the shares
do not vest to them and any outstanding debt will be forgiven and the shares sold by the trustees. The proceeds from the shares that vest or from
the sale of shares is used to repay the debt owed to the Company.
45SEEKA LIMITED | ANNUAL REPORT 2019
The following table details movement in the share reserve relating to the employee share scheme.
New Zealand dollars
2019
$000s
2018
$000s
Balance at 1 January
159 99
Transfer to retained earnings
( 182) -
Movement in employee share entitlement reserve
140 60
Balance 31 December
117 159
At balance date the number of shares in respect of which options have been granted to employees and remain outstanding under the scheme was
687,074 (Dec 2018 - 490,516), representing 2.14% (Dec 2018 - 1.67%) of the shares of the Company on issue at that date.
Grower loyalty share scheme
Under the grower loyalty share schemes shares are issued to a share trust in return for a debt owned back to the Company. Qualifying supplying
growers were eligible to subscribe to shares held by the trust under the terms of the offer agreements dated 15 March 2019 and 22 March 2019.
Shares vest after the grower supplies the Company their kiwifruit and avocado crops for the three harvests through to 31 March 2022. The option
benefit is recognised as a discount against revenue over the vesting period. At the end of the vesting period the grower has an option to settle any
outstanding debt on the shares and have the shares transferred to them. Alternatively the grower can elect not to have the shares transferred
to them and any outstanding debt will be forgiven and the shares sold by the trustee. The proceeds from the shares that vest or from the sale of
shares is used to repay the debt owed to the Company.
The following table details movement in the share reserve relating to the grower loyalty share scheme.
New Zealand dollars
2019
$000s
2018
$000s
Balance at 1 January
- -
Transfer to retained earnings
- -
Movement in grower share entitlement reserve
412 -
Balance 31 December
412 -
At balance date the number of shares in respect of which options have been granted to growers and remain outstanding under the scheme was
2,061,803 (Dec 2018 - Nil), representing 6.42% (Dec 2018 - Nil) of the shares of the Company on issue at that date.
The following table details the closing value of the share reserve.
New Zealand dollars
2019
$000s
2018
$000s
Balance related to employee share entitlement reserve
117 159
Balance related to grower share entitlement reserve
412 -
Balance 31 December
529 159
For both schemes the shares are issued fully paid in exchange for a loan to the share scheme trust of behalf of scheme members.
The shares held by the trustee on behalf of employees and growers carry the same voting rights as other issued ordinary shares with votes only
able to be made via the trustees. The trustees are not able to vote, other than at the direction of the individual member employees and growers.
While monies are owed on the shares they remain with the trustee.
The options element of the schemes are valued using the Black Scholes pricing model on the grant date, which is the date the shares are first
issued to the trust. Volatility is forecasted into the model.
ANNUAL REPORT 2019 | SEEKA LIMITED46
The following table details inputs to the Black Scholes pricing model, used to value the cost of the share schemes to the Group.
Inputs into the model
Issue date4 April 201910 April 201920 May 2016
Shares issued
Grower loyalty share scheme
1,923,550138,253-
Employee share scheme
505,00063,000398,100
Total shares issued
2,428,550201,253398,100
Grant date share price
$4.78$5.05$3.88
Exercise price
$4.76$4.76$3.88
Expected life (interest free loan period)3 years3 years3 years
Maximum loan period - Grower loyalty share scheme3 years3 years5 years
Maximum loan period - Employee share scheme5 years
1
5 years
1
Time to vest3 years3 years3 years
Expected volatility (% per year)
19.33%19.33%10.00%
Risk-free interest rate
2.18%2.18%3.14%
Value of option
$0.79$0.97$0.47
1. Interest charged after three years.
The following table details movements of options granted under the current active scheme.
Grant dateExpiry date
Fair value at
grant date
Exercise
price
1 January
shares
Issued
shares
Relinquished
shares
Exercised
shares
31 December
shares
4 April 20194 April 2022
$0.79$4.76 - 2,428,550 - - 2,428,550
10 April 201910 April 2022
$0.97$4.76 - 201,253 - (8,000)193,253
Weighted average exercise price at balance date
$4.65
Weighted average contractual life (years)
2.75
Grant dateExpiry date
Fair value at
grant date
Exercise
price
1 January
shares
Issued
shares
Relinquished
shares
Exercised
shares
31 December
shares
20 May 201620 May 2019
$0.47$3.88414,716-(26,432)(261,210)127,074
Weighted average exercise price at balance date
$3.95$2.44
Weighted average contractual life (years)
2.67 1.67
During the year no shares were issued under a rights issue for shares held in the employee share scheme (Dec 2018 - 72,716 shares).
Critical accounting estimates and judgements
The values of the employee share scheme and grower loyalty share scheme require estimates to be made of expected price volatility and
the risk free rate as detailed in this note.
47SEEKA LIMITED | ANNUAL REPORT 2019
22. Dividends
Dividends paid
2019
$000s
2018
$000s
2019
Per share
2018
Per share
Interim dividendCurrent year
3,897 2,155 $0.12 $0.12
Final dividendPrior year
3,572 2,118 $0.12 $0.12
Total dividend paid
7,469 4,273
The dividends are imputed to the fullest extent allowable in the tax year. The total dividend paid includes the non-cash amounts for the dividend
reinvestment plan. Cash dividend payment was $6.31m (Dec 2018: $3.64m).
On 25 February 2020, the directors declared a fully-imputed dividend of $0.12 per share. The dividend comprises a normal dividend of $0.08 per
share (following Board policy on a pre NZ IFRS 16 basis) and a special dividend of $0.04 cents per share following the completion of property
sales negotiated in 2019 and completed in 2020.
The dividend is fully imputed and will be paid on 17 April 2020 to those shareholders on the register at 5pm on 20 March 2020. The dividend
reinvestment plan will apply with a 2% discount to the strike price. This dividend will bring the total dividends distributed in the last 12 months to $0.24
(prior twelve months $0.24).
Accounting policies
Provision is made for the amount of any dividend declared on or before the end of the period but not distributed at balance date.
Accounting policies
The fair value of the employee services received in exchange for
the grant of options is recognised as an expense in the statement
of financial performance with a corresponding increase in the share
reserve. For the Grower Loyalty Share Scheme (GLSS), the fair value of
the grower loyalty received in exchange for the grant of the option is
recognised as a discount against revenue in the statement of financial
performance with a corresponding increase in share reserve. The
fair value is determined by reference to the fair value of the options
granted, calculated using the Black Scholes pricing model, excluding
the impact of any non-market vesting conditions (for example,
profitability and sales growth targets).
When the shares vest, the amount of the reserve relating to those
shares is transferred to retained earnings.
Employee share scheme shares may be issued at the Board’s discretion
at a price set by the Board based on the Volume Weighted Average
Price (VWAP) calculation of the Company's shares during the period
prior to issue. The Employee Share Scheme (ESS) cannot be issued
with further shares if that issue would result in the ESS having an
interest of more than 5% of the Company’s issued capital.
Shares are issued fully paid in exchange for a loan to the share scheme
trust. Dividends paid on the shares are applied towards repaying the
debt between ESS and GLSS and the Group on behalf of the employee.
Proceeds received along with any employee contributions are credited
to share capital when payment for the shares is received.
The ESS and GLSS have a non-beneficial interest in all the shares
allocated to employees and growers. Annually the Group reviews the
ESS scheme and decides upon the allocation of further shares and the
price at which those shares will be issued to the ESS. Trustees of ESS
and GLSS are appointed for an unspecified term and may be removed
by the Company at any time.
Shares held by ESS and GLSS carry the same voting rights as other
issued ordinary shares.
ANNUAL REPORT 2019 | SEEKA LIMITED48
Investments
Accounting policies
The fair values of the listed securities are based on the securities' closing share price at balance date. Where pricing information is available,
unlisted securities are revalued at balance date. All other unlisted securities are currently held at cost less impairment as it reasonably represents
current fair value. The carrying amount of all unlisted securities have been reviewed at balance date and any impairment is recognised through the
statement of comprehensive income to the extent of any related reserve available and then through the statement of financial performance.
This section focuses on how the Group invests in businesses to support Seeka’s core kiwifruit operations, realise synergies along the
produce supply chain and grow Seeka’s product base and geographical reach. The Board manages business investments to strengthen
the benefits delivered to stakeholders and grow shareholder returns.
Disclosures are made on the Group’s holdings in associates and subsidiaries, along with details on the Group’s holding of listed and unlisted shares.
23. Investment in shares
New Zealand dollars
2019
$000s
2018
$000s
Balance at the beginning of the year
586 7,428
Sale of investment
- ( 6,842)
Balance at end of year
586 586
Unlisted securities designated at fair value through profit and loss
Blackburn General Partner Limited
100 100
Ravensdown Fertiliser Co-operative Limited
238 238
Ballance Agri Nutrients Limited
225 225
Other share holdings
23 23
Total financial assets at fair value through profit or loss
586 586
Total investment in shares
586 586
All unlisted securities measured at fair value are defined as level 3, see note 29.
Zespri share sale
In September 2018 the Group sold all shares held in Zespri. The shares were valued at $5.8m at the time of sale, with a gain of $0.27m being
recognised in other comprehensive income during the year. When the Group adopted NZ IFRS 9 at 1 January 2018, the investment in Zespri
shares was designated as fair value through other comprehensive income.
49SEEKA LIMITED | ANNUAL REPORT 2019
24. Investment in subsidiaries and associates
Investment in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries.
Name of entity
Country of
incorporation
Class of
shares
Equity holding
31 December
2019
Equity holding
31 December
2018
Trading subsidiaries
Aongatete Coolstores LimitedNew ZealandOrdinary
100%0%
AvoFresh LimitedNew ZealandOrdinary
100%100%
Delicious Nutritious Food Company LimitedNew ZealandOrdinary
100%100%
Integrated Fruit Supply & Logistics LimitedNew ZealandOrdinary
100%100%
Kiwi Coast Growers (Te Puke) LimitedNew ZealandOrdinary
100%100%
Little Haven Holdings Pty LimitedAustraliaOrdinary
100%100%
Seeka Australia (Pty) LimitedAustraliaOrdinary
100%100%
Seeka Share Trustee LimitedNew ZealandOrdinary
100%100%
Seeka Te Puke LimitedNew ZealandOrdinary
100%100%
Not-trading subsidiaries
CMS Logistics LimitedNew ZealandOrdinary
100%100%
Eleos LimitedNew ZealandOrdinary
100%100%
Enviro Gro LimitedNew ZealandOrdinary
100%100%
Glassfields (NZ) LimitedNew ZealandOrdinary
100%100%
Guaranteed Sweet New Zealand LimitedNew ZealandOrdinary
100%100%
Kiwifruit Vine Protection Company LimitedNew ZealandOrdinary
100%100%
Northland Horticulture GP LimitedNew ZealandOrdinary
100%100%
Nutritious Delicious Food Company LimitedNew ZealandOrdinary
100%100%
Seeka Dairy Ventures LimitedNew ZealandOrdinary
100%100%
Seeka Fresh LimitedNew ZealandOrdinary
100%100%
Seeka Kiwifruit Industries LimitedNew ZealandOrdinary
100%100%
Seeka Pollen Australia (Pty) LimitedAustraliaOrdinary
100%100%
Verified Lab Services LimitedNew ZealandOrdinary
100%100%
Investment in associates
Name of entity
Country of
incorporation
Business
activity
Equity holding
31 December
2019
Equity holding
31 December
2018
Kiwifruit Supply Research LimitedNew ZealandNot trading
20%20%
TKL Logistics LimitedNew ZealandPort service
20%20%
Accounting policies
Associates are entities over which the Group has significant influence, but not control, typically by holding between 20% to 50% of the voting
rights in the entity.
Investments in associates are accounted for using the equity method after initially being recognised at cost.
The Group's share of associates' profits or losses are recognised in the statement of financial performance and the carrying amount of the
investment in the statement of financial position.
Dividends received from associates are applied to reduce the carrying amount of the investment in the statement of financial position.
ANNUAL REPORT 2019 | SEEKA LIMITED50
Other notes
This section contains all other note disclosures about the Group.
25. Contingencies
There are no contingent liabilities as at 31 December 2019 (Dec 2018 - Nil).
26. Commitments
Capital commitments
At year end the Group was committed to incur capital expenditure of $1.1m (Dec 2018 - $16.2m).
As at 31 December 2018 the Group was committed to the purchase of $9.8m of Northland orchards which had not settled. This settled in June 2019.
Lease commitments
The Group has retrospectively recognised right-of-use lease assets for all operating leases, except for short-term and low value leases, in
accordance with NZ IFRS 16, see note 13.
27. Related party transactions
Directors
Directors during the period were: F Hutchings, A Waugh, A Diaz, J Burke, M Brick, P R Cross, C Tarrant.
Key management and compensation
Key management personnel are all Company directors or executives with the greatest authority for the Group’s strategic direction and management.
The following table details key management personnel compensation.
New Zealand dollars
2019
$000s
2018
$000s
Director fees
450 450
Executive salaries
2,687 2,620
Short term benefits
489 479
Total
3,626 3,549
Transactions
The following table details the transactions entered with related parties for post harvest and orchard management services (excluding
transactions outlined and disclosed above).
New Zealand dollars
2019
$000s
2018
$000s
Sales of services
Directors, management and other personnel
2,338 1,029
Purchase of services
Directors, management and other personnel
343 333
Outstanding balances
The following table details outstanding balances at balance date.
New Zealand dollars
2019
$000s
2018
$000s
Current receivables (operating)
Directors, management and other personnel
920 174
Seeka Growers Limited
The Group undertakes transactions with Seeka Growers Limited (SGL), a related party which administers all kiwifruit revenues received for the
New Zealand business on behalf of supplying growers.
In the current period the Group received $115.1m (Dec 2018 - $109.5m) for the provision of services to SGL.
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates. Outstanding balances are unsecured and repayable
in cash.
51SEEKA LIMITED | ANNUAL REPORT 2019
28. Risk management
The Group’s activities expose it to a variety of risks specific to
producing and selling horticultural crops, along with corporate
financial risks related to credit, liquidity and capital risk. The Group
operates a comprehensive risk assessment and mitigation programme
via its audit and risk committee.
The Group's policy is to ensure that the Group creates value
and maximises returns to its shareholders and benefits for other
stakeholders, as well as ensuring that adequate financial resources are
available for the development of the Group’s business whilst managing
its financial risks.
a. Risk management strategies related to orchard and
retail operations
Horticultural operations expose the Group to risks to production
and market returns. The main production risks are climatic events,
diseases and pests. These impact on volume and quality of produce
from the Group's orchards, volumes to post harvest (both from Group
operations and independent growers) and volumes available to the
retail business.
Market risks include price and exchange rate impact on orchard
operations (the amount the Group is paid for growing crops) and
impact on retail revenues where the Group imports and sells produce,
mainly bananas. The exchange rate risk on imports is managed
through the use of foreign exchange contracts to match known and
planned purchases. Market risks do not directly impact on post harvest
operations, as charges are normally set prior to harvest and deducted
before sales revenues are paid to supplying growers.
The Group operates in four regions spread over two countries; New
Zealand's Northland, Coromandel and the Bay of Plenty, and in
Australia's Mundoona region of Victoria. Main produce lines are
kiwifruit, nashi pears, European pears and avocados, with small
production of other temperate-climate fruits. Group retail activities
are in New Zealand (including imported tropical produce), Australia
and Asia. The Group's geographical, product and market spread limits
the impact on Group operations from an adverse event occurring in a
specific region, produce or market. To further mitigate risks, the Board
uses the following strategies.
Production risks - climatic events, disease and pests
The Group follows industry best practice to mitigate production risks.
This includes orchard management practices to optimise production
from Group orchards, and extensive planning to ensure post harvest
and retail services are suitably resourced to manage each season's
crop volumes.
In New Zealand the major climatic risks are hail, frost, storm damage and
drought.
–Hail events are typically highly localised, and for kiwifruit the Group
has access to industry hail insurance for its orchard operations,
plus top-up payments from a Seeka Growers Limited hail insurance
programme.
–Frost events are typically regional, and the Group advocates
best-practice crop protection, including active frost management
on kiwifruit orchards operated by the Group and other growers
supplying the Group's post harvest operations.
–Storm events are typically regional, and the Group advocates
best-practice crop protection, including shelter belts on all orchards
operated by the Group and other growers supplying the Group's
post harvest operations.
–Drought events are typically regional, and the Group has invested in
irrigation in many of its orchards.
In Australia, the major climatic risks are drought, hail and fire. As the
owner and operator of all orchards supplying its Australian operations,
the Group actively manages climatic risks of its total production base.
The orchards are located on three sites in the Mundoona region.
–Drought events are typically regional, and to secure adequate
irrigation, the Group has purchased extensive, long-term water
shares from a reliable irrigation programme.
–Hail events are typically localised, and the Group currently has hail
cloth protecting one orchard.
–Fire risk is typically from serious grass wild-fire occurring during
periods of extreme weather, with the Country Fire Authority
responsible for risk assessment and management of fire events.
The Group takes all practical steps to internally manage fire risk
including removing excess vegetation from Group properties.
All horticultural undertakings are susceptible to disease and pest
incursions. The kiwifruit vine disease Pseudomonas syringae pv.
actinidiae (Psa) is widespread throughout New Zealand, and is being
actively managed. In 2018 Psa was detected on 4.5 hectares of the
company's orchards in Australia. Seeka has moved to contain the
outbreak and works to proactively monitor the orchards. The brown
marmorated stink bug is also a potential threat to the horticulture
industry. To minimise the risk of crop loss the Group monitors its
orchards and undertakes recognised spray programmes to protect
crops to the fullest extent possible. Seeka also relies on the Ministry
for Primary Industries to protect New Zealand's borders from
introduced diseases.
Seeka has a sustainability team that are developing a framework to
report on key sustainability targets and measures and consider the
impact of climate change, see the report on page 66.
Market returns
New Zealand kiwifruit
The Group has no direct market risk from the sale of kiwifruit
harvested from lease operations, as all export marketing activities
beyond Australia are undertaken by Zespri Group Limited (Zespri)
under statutory regulations. The Group, however, is impacted by the
level of Zespri's market returns which impact on the Group's orchard
profitability. The Group monitors Zespri returns and uses modelling
techniques to analyse current and projected orchard income. This
information is used when setting Group budgets and orchard lease
terms.
New Zealand avocado and kiwiberry
The Group has a direct market risk from the sale of avocado and
kiwiberry, with half of kiwiberry sales and all avocado sales managed
by the Group's retail operations. The Group forecasts seasonal supply,
monitors market conditions, develops a sales programme around
the needs of key retailers and controls product quality and supply to
optimise market access and returns. This information is used when
setting Group budgets and orchard lease terms.
The Group has no direct currency risk from export sales as it does not
own the products but acts as the growers’ agent.
Imported tropical produce
The Group has a direct market, price and currency risk from imported
fruit produce (banana, pineapple and papaya) where the Group
imports fruit produce for sale as the principal through its supply
and sale contracts. The Group may hedge up to the total known and
projected cash flows to manage exchange risk. The Group has no
material direct price and currency risk from imported fruit produce
where the supply agreement enables the Group to amend its purchase
price according to trading conditions.
Australian produce
The Group has a direct market and price risk from the sale of all
Australian product which is managed by the Group's Australian
operations. As the largest single grower and supplier of Australian
kiwifruit and nashi pears, the Group has developed strong
relationships with key retailers. The Group forecasts seasonal supply,
monitors market conditions, develops a sales programme around
the needs of key retailers and controls product quality and supply to
optimise market access and returns.
Seeka Australia is the Group’s single major international operation,
exposing the Group to the Australian dollar. Foreign exchange risk
includes future commercial transactions, assets, liabilities and net
investments. Currency exposure from net assets is managed through
borrowings in Australian dollars.
b. Credit risk
Credit risk arises from cash and cash equivalents and deposits
with banks and financial institutions, as well as credit exposures to
customers, including outstanding receivables, derivative financial
instruments and committed transactions.
ANNUAL REPORT 2019 | SEEKA LIMITED52
The maximum credit risk is the financial loss to the Group if
counterparties fail to discharge a contractual obligation. The
Group's maximum exposure is the carrying amount of the respective
recognised financial assets as stated in the consolidated statement of
financial position.
For banks and financial institutions, only registered banks or their
subsidiaries are accepted. The Group does not generally require any
collateral or security to support financial instruments due to the
quality of the financial institutions.
For customers, including outstanding receivables, the Group deals
predominantly with growers for which it receives payment for post
harvest services directly from Seeka Growers Limited. Credit risk is
therefore not considered significant.
Trade receivables
The Group applies the NZ IFRS 9 simplified approach to measuring
expected credit losses which uses a lifetime expected loss allowance
for all trade receivables.
To measure the expected credit losses, trade receivables have been
grouped based on days past due. The expected loss rates are based on
the payment profiles of sales over a 12 month period before 31 December
2019 and the corresponding historical credit losses during this period,
adjusted for any significant known amounts that are not receivable.
On that basis, the following table details the loss allowance.
31 December 201931 December 2018
More than
30 days
past due
More than
60 days
past due
More than
120 days
past due
2019
Total
More than
30 days
past due
More than
60 days
past due
More than
120 days
past due
2018
Total
Expected loss rate
0.0%0.0%0.1%0.3%1.0%1.1%
Gross carrying amount -
trade receivables ( $000s)
121 226 1,837 2,184 19 209 2,689 2,917
Loss allowance ( $000s)
- - 2 2 - 2 29 31
New Zealand dollars
2019
$000s
2018
$000s
As at 1 January
506 601
Movement in the current year
( 377) ( 95)
At 31 December
129 506
Calculation for loss allowance
Loss allowance per NZ IFRS 9
2 31
Debtor adjustment
127 475
At 31 December
129 506
c. Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities.
The Group’s policy is to regularly monitor its expected cash flows, liquidity requirements and its compliance with lending covenants, to ensure
that it maintains sufficient reserves of cash and adequate committed lines of funding from major financial institutions to meet its liquidity
requirements in the short and longer term. Cash flow forecasting allows for the seasonal nature of Group operations.
When cash flow exceeds working capital management, funds are invested in interest bearing current accounts.
At balance date, the Group had $139.6m (Dec 2018 - $142.1m) of available credit of which $119.7m (Dec 2018 - $75.6m) was drawn. All credit
lines are currently provided by two finance providers.
The following table details the remaining contractual maturities at balance date of the Group’s financial liabilities.
New Zealand dollars
Less than
1 year
$000s
Between
1 and 2
years
$000s
Between
2 and 5
years
$000s
Over
5 years
$000s
Group as at 31 December 2019
Trade and other payables
22,933 - - -
Derivative liability
790 - - -
Current interest bearing liabilities
21,854 - - -
Non current interest bearing liabilities
- 66,778 31,000 -
Total financial liabilities
45,577 66,778 31,000 -
Group as at 31 December 2018
Trade and other payables
19,152 - - -
Derivative liability
- 267 - -
Current interest bearing liabilities
21,039 - - -
Non current interest bearing liabilities
- 12,000 47,361 -
Total financial liabilities
40,191 12,267 47,361 -
53SEEKA LIMITED | ANNUAL REPORT 2019
d. Capital risk
Capital risk management focuses on ensuring the Group continues to operate as a going concern and maintains an optimal capital structure to
support its business, maximise shareholder value, and the benefits delivered to other stakeholders.
The Group may maintain or adjust its capital structure by adjusting dividends, returning capital to shareholders, issuing new shares or selling assets.
The Group monitors capital on the basis of shareholder equity ratio, as calculated by total shareholder funds divided by total assets.
The following table details the Group’s shareholder equity ratio at balance date.
New Zealand dollars
2019
$000s
2018
Restated
$000s
Total shareholder funds
154,944 149,250
Total assets
368,246 300,915
Shareholder equity ratio
42.08%49.60%
The Group is subject to, and monitors, financial covenants imposed by
its lenders, including maintenance of equity ratios and earnings times
interest cover. At no stage during the year did the Group breach any of
its lending covenants.
e. Price risk - equity securities
The Group has minor exposure to equity securities price risk through
incidental investments classified in the statement of financial position
either as investment in shares and water shares within intangible
assets at fair value. The majority of these investments are in industry-
related entities, only some of which are publicly traded.
A 10% increase or decrease in equity investments with all other
variables held constant, has minimal impact on the Group's profit and
equity reserves.
The Board periodically reviews the performance and strategic benefits
of these investments. No other formal risk management procedures
are deemed necessary.
The change in the fair value of an investment is recorded through other
comprehensive income or the statement of financial performance
whenever a previous revaluation reserve balance was available. When
no such reserve existed, any related loss is processed directly in the
statement of financial performance, otherwise available reserves are
utilised to offset the loss.
f. Cash flow interest rate risk
The Group's cash flow interest rate risk arises primarily from short and
long-term variable rate borrowings from financial institutions. The Board
continuously reviews term borrowings and uses interest rate swaps
to hold a portion of borrowings at fixed rates; these are designated as
effective hedging instruments and hedge accounting is applied.
The following table details interest rate and price sensitivity of
the Group’s financial assets and liabilities and their impact on the
statement of financial performance or equity. Cash and advance
balances do not attract interest and are not subject to pricing risk,
and are therefore excluded from this analysis.
Interest rate riskPrice risk
Carrying
amount
$000s
-1 %+ 2%- 10%+ 10%
New Zealand dollars
Profit
$000s
Equity
$000s
Profit
$000s
Equity
$000s
Profit
$000s
Equity
$000s
Profit
$000s
Equity
$000s
At 31 December 2019
Financial assets
Current and non current trade
and other receivables
28,966 - - - - ( 2,897) ( 2,897) 2,897 2,897
Investment in shares
586 - - - - ( 11) ( 48) - 59
Water shares
9,122 - - - - - ( 912) - 912
Financial liabilities
Derivative liabilities
790 - ( 479) - 959 - - - -
Trade and other payables
22,933 - - - - - - - -
Term liabilities
97,778 387 387 ( 774) ( 774) - - - -
Interest bearing liabilities
21,854 219 219 ( 437) ( 437) - - - -
Total increase / (decrease)
606 127 ( 1,211) ( 252) ( 2,908) ( 3,857) 2,897 3,868
At 31 December 2018
Financial assets
Trade and other receivables
20,824 - - - - ( 2,082) ( 2,082) 2,082 2,082
Investment in shares
586 - - - - ( 11) ( 48) 59
Water shares
7,858 - - - - - ( 786) - 786
Financial liabilities
Derivative liabilities
267 - ( 945) - 1,586 - - - -
Trade and other payables
19,152 - - - - - - - -
Term liabilities
59,361 427 427 ( 855) ( 855) - - - -
Interest bearing liabilities
21,039 151 151 ( 303) ( 303) - - - -
Total increase / (decrease)
578 ( 367) ( 1,158) 428 ( 2,093) ( 2,916) 2,082 2,927
ANNUAL REPORT 2019 | SEEKA LIMITED54
The following table outlines the expected undiscounted cash flows relating to the Group's outstanding term and current debt at balance date.
New Zealand dollars
Between
0 and 3
months
Between
3 and 6
months
Between
6 and 12
months
Between
1 and 2
years
Between
2 and 5
years
Over
5
years
At 31 December 2019
Expected undiscounted cash flows based
on current market interest rates ($000s)
1,005 1,028 1,915 3,084 807 -
Floating rate
2.75%
Average term rate
3.31%
At 31 December 2018
Expected undiscounted cash flows based
on current market interest rates ($000s)
818 803 1,450 2,369 1,719-
Floating rate
3.50%
Average term rate
4.07%
29. Determination of fair values of financial assets and liabilities
The following table analyses assets and liabilities carried at fair value.
The different levels are defined as:
–Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.
Instruments in level 1 are comprised of equity holdings in Zespri Group Limited and water shares.
–Level 2: inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly.
–Level 3: unobservable inputs for the asset or liability that have to be developed to reflect the assumptions that a market participant would use
when determining an appropriate price.
New Zealand dollars
Level 1
$000s
Level 2
$000s
Level 3
$000s
Total
$000s
Biological assets - crop at cost
- - 18,148 18,148
Biological assets - crop at fair value
- - 481 481
Water shares
9,122 - - 9,122
Irrigation water rights
846 - - 846
Land
- - 23,370 23,370
Buildings
- - 131,143 131,143
Unlisted equity securities
- - 586 586
Derivatives used for hedging (liability)
- 790 - 790
The reconciliations for level 3 fair value requirements are shown.
–Land and buildings (note 10)
–Biological assets - crop (note 12)
–Unlisted equity securities (note 23)
55SEEKA LIMITED | ANNUAL REPORT 2019
The following table shows the valuation techniques used in the determination of fair values within level 3 of the hierarchy, as well as the key
unobservable inputs used in the valuation models.
TypeFair valueMethod
Key unobservable
inputs
How unobservables
impact estimated fair
value
Biological assets -
crop at cost
Includes New Zealand
kiwifruit and Australian
kiwifruit, nashi, Packham
and Corella pears.
$ 18.15 mCost is used as a proxy for fair
value, as the crop has yet to achieve
sufficient biological transformation.
Cost is tested for impairment at
balance date using the Group's
budgets on an orchard-by-orchard
basis. See note 12.
Cost.Reduces if cost is
impaired at balance date.
Biological assets -
crop at fair value
Includes New Zealand
avocados and Australian
plums and speciality pears.
$ 0.48 mEstimated market value less selling
costs and costs to market (have
achieved sufficient biological
transformation). See note 12.
Forecast yields.
Market sales price.
Costs to harvest.
Increases with yields.
Increases with price.
Decreases with higher
costs.
Land and buildings$ 154.51 mAn annual revaluation is used
to estimate fair value, which is
performed on approximately
one third of land and buildings
on a rolling 3-year cycle by an
independent valuer using four
different approaches; replacement
cost approach, sales approach,
investment approach and
discounted cash flow approach. See
accounting policies below and note
10 for further details.
Comparative market
rents and applicable
discount rate.
Comparative market
sales.
Current level of building
costs.
Increases with market
rental, and lower
discount rates.
Increases with market
sales.
Increases with building
costs.
Unlisted equity securities$ 0.59 mBased on latest information from
securities management. Tested for
impairment with carrying amount
assessed at balance date.
Securities management
information on share
price.
Increases with share
price information.
Reduces if cost is
impaired at balance date.
Accounting policies
Financial assets, liabilities and instruments
The fair value of financial assets and financial liabilities must be
estimated for recognition and measurement or for disclosure
purposes. Fair value measurements are categorised into a three-level
hierarchy, based on the types of inputs to the valuation techniques
used.
The fair value of financial instruments traded in active markets (such
as publicly traded derivatives, and trading and investment in shares)
is based on quoted market prices at balance date (level 1 inputs). The
quoted market price used for financial assets held by the Group is the
current bid price; the appropriate quoted market price for financial
liabilities is the current ask price.
The fair value of financial instruments that are not traded in an active
market (for example, over-the-counter derivatives) is determined
using valuation techniques (level 2 inputs). The Group uses the
appropriate method and makes assumptions that are based on market
conditions at each balance date. Quoted market prices or dealer
quotes for similar instruments are used for long-term debt instruments
held.
The fair value of interest rate swaps are calculated as the present
value of the estimated future cash flows. Other techniques, such as
estimated discounted cash flows, are used to determine fair value for
the remaining financial instruments.
Trade receivable and payables
The carrying value less estimated credit adjustments of trade
receivables and payables are assumed to approximate their fair values
due to their short term nature. The fair value of financial assets and
liabilities with unobservable (level 3 inputs) reflect the assumptions
that market participants would use when determining an appropriate
price; additional disclosure is provided for the inputs and assumptions
used in such cases.
Land and buildings
Fair value is based on an annual revaluation, which is performed
on land and buildings based on a rolling three-year cycle by an
independent valuer, with approximately one third of land and buildings
assets valued each year using four different approaches as described
in note 10.
ANNUAL REPORT 2019 | SEEKA LIMITED56
30. Derivative financial instruments
New Zealand dollars
2019
$000s
2018
$000s
Liabilities
Interest rate swap contracts and forward exchange contracts - cash flow hedge
790 267
Group bank loans currently bear an average variable interest rate of 3.0% (Dec 2018 – 4.1%), with the Group using interest rate swaps to protect
the term portion of the loans.
Swaps cover 75% (Dec 2018 - 81%) of the term liabilities at balance date and are classified as held for trading or as cash flow hedges.
Cash flow hedges
The following table details the interest rate swaps.
Term loan
Amount
$000sVariable rateLoan maturity
Hedge fixed rate
excluding bank marginHedge expiry
AUD $17m
17,677 3.02%
31 December 2021
2.16%
31 December 2020
NZD $12m
12,000 3.39%
31 March 2022
2.43%
31 December 2022
NZD $9m
9,000 3.28%
31 March 2022
2.34%
31 December 2021
Total (NZD)
38,677
All interest rate swaps are on a hedge ratio of 1:1 basis with the associated term loan value.
The following table details the forward exchange contracts.
Term loan
Amount
$000sSpot rateHedge fixed rateLast hedge expiry
2019
Euro hedges (multiple)
254 0.6011 0.5900
18 March 2020
2018
Euro hedges (multiple)
1,541 0.5865 0.6200
18 April 2019
Accounting policies
Derivative financial instruments and hedging
Derivatives are initially recognised at fair value at the date a derivative
contract is entered into and are subsequently re-measured to their
fair value at each balance date. The resulting gain or loss is recognised
as a financing cost in profit or loss immediately unless the derivative
is designated and effective as a hedge instrument, in which event the
timing of the recognition in profit or loss depends on the nature of the
hedge relationship. Derivatives are classified as current or non-current
based on the effective date.
Hedge accounting
The Group designates certain derivatives as cash flow hedges. At
the inception of the hedge relationship the Group documents the
relationship between the hedging instrument and hedged item, along
with its risk management objectives and its strategy for undertaking
various hedge transactions. Furthermore, at the inception of the hedge
and on an ongoing basis, the Group documents whether the hedging
instrument that is used in a hedging relationship is highly effective in
offsetting changes in cash flows of the hedged item.
Cash flow hedge
Hedge accounting is discontinued when the Group revokes the hedge
relationship, the hedging instrument expires or is sold, terminated,
exercised or no longer qualifies for hedge accounting. When a hedging
instrument expires, is sold, or no longer meets the criteria for hedge
accounting, any cumulative gain or loss existing in equity at that time
remains in other comprehensive income and is recognised when
the forecast transaction is ultimately recognised in the statement
of financial performance. When a forecast transaction is no longer
expected to occur, the cumulative gain or loss that was reported
in other comprehensive income is immediately transferred to the
statement of financial performance within other gains / (losses).
Derivatives and financial instruments
The Board uses judgement in selecting an appropriate valuation
technique for financial instruments not quoted in an active market.
Valuation techniques commonly used by market practitioners are
applied. For derivative financial instruments, assumptions are based on
quoted market rates and reliance placed on quotes provided by Westpac.
The fair values of the interest rate swaps and forward exchange
contracts are determined by Westpac and reviewed by the Board.
The gains and losses recognised in other comprehensive income
appear in the statement of financial performance.
Hedge ineffectiveness
Hedge effectiveness is determined at the inception of the hedge
relationship and through annual prospective effectiveness
assessments to ensure that an economic relationship exists between
the hedged item and hedging instrument.
The Group enters into interest rate swaps that have similar critical terms
as the hedged item, such as reference rate, reset dates, payment dates,
maturities and notional amount. The Group does not hedge 100% of
its loans, therefore the hedged item is identified as a proportion of the
outstanding loans up to the notional amount of the swaps.
Hedge ineffectiveness may occur due to:
–the credit value/debit value adjustment on the interest rate swaps
which is not matched by the loan, and
–differences in critical terms between the interest rate swaps and loans.
There was no material ineffectiveness during 2019 or 2018 in relation
to the interest rate swaps.
57SEEKA LIMITED | ANNUAL REPORT 2019
31. Financial instruments summary
The following tables summarise the categories of the Group's financial assets and liabilities.
New Zealand dollars
Loans and
receivables
$000s
Assets at
fair value
through other
comprehensive
income
$000s
Assets at
fair value
through
profit or loss
$000s
Total
$000s
Financial assets as at 31 December 2019
Cash and cash equivalents
2,849 - - 2,849
Trade and other receivables excluding prepayments
25,109 - - 25,109
Non current trade and other receivables excluding prepayments
683 - - 683
Investment in shares
- - 586 586
Total financial assets
28,641 - 586 29,227
New Zealand dollars
Liabilities
at fair value
through
reserves
$000s
Other
financial
liabilities
$000s
Total
$000s
Financial liabilities as at 31 December 2019
Trade and other payables
- 22,933 22,933
Current interest bearing liabilities
- 21,854 21,854
Derivative financial instruments
790 - 790
Non current interest bearing liabilities
- 97,778 97,778
Total financial liabilities
790 142,565 143,355
New Zealand dollars
Loans and
receivables
$000s
Assets at
fair value
through other
comprehensive
income
$000s
Assets at
fair value
through
profit or loss
$000s
Total
$000s
Financial assets as at 31 December 2018
Cash and cash equivalents
1,340 - - 1,340
Trade and other receivables excluding prepayments
17,250 - - 17,250
Non current trade and other receivables excluding prepayments
1,059 - - 1,059
Investment in shares
- - 586 586
Total financial assets
19,649 - 586 20,235
New Zealand dollars
Liabilities
at fair value
through
reserves
$000s
Other
financial
liabilities
$000s
Total
$000s
Financial liabilities as at 31 December 2018
Trade and other payables
- 19,152 19,152
Current interest bearing liabilities
- 21,039 21,039
Derivative financial instruments
267 - 267
Non current interest bearing liabilities
- 59,361 59,361
Total financial liabilities
267 99,552 99,819
ANNUAL REPORT 2019 | SEEKA LIMITED58
Accounting policies
The Group classifies its financial instruments in the following
categories in accordance with NZ IFRS 9:
–loans and receivables,
–assets at fair value through other comprehensive income (FVOCI),
–assets at fair value through profit and loss (FVTPL),
–liabilities at fair value through profit or loss, and
–other financial liabilities.
The classification of financial assets and liabilities under NZ IFRS
9 is generally based on the business model in which the financial
instrument is managed and its contractual cash flows characteristics.
On initial recognition, a financial instrument is classified as measured
at amortised cost, FVOCI and FVTPL.
Financial instruments are not reclassified subsequent to their initial
recognition unless the Group changes its business model in which case
all affected financial instruments are reclassified on the first day of the
first reporting period following the change in the business model.
A financial instrument is measured at amortised cost if it meets both
of the following conditions and is not designated at FVTPL:
–it is held with the objective to collect contractual cash flows; and
–its contractual terms give rise on specified dates to cash flows that
are solely for the payments of principal and interest on the principal
amount outstanding.
On initial recognition of an equity investment that is not held for
trading, the Group may irrevocably elect to present subsequent
changes in the investment’s fair value in other comprehensive income.
The election is made on an investment by investment basis.
All financial instruments not classified as measured at amortised cost
or FVOCI as described above are measured at FVTPL.
59SEEKA LIMITED | ANNUAL REPORT 2019
PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz
Independent auditor’s report
To the shareholders of Seeka Limited
We have audited the consolidated financial statements which comprise:
• the statement of financial position as at 31 December 2019;
• the statement of financial performance for the year then ended;
• the statement of comprehensive income for the year then ended;
• the statement of changes in equity for the year then ended;
• the statement of cash flows for the year then ended; and
• the notes to the financial statements, which include significant accounting policies.
Our opinion
In our opinion, the accompanying consolidated financial statements of Seeka Limited (the Company),
including its subsidiaries (the Group), present fairly, in all material respects, the financial position of
the Group as at 31 December 2019, its financial performance and its cash flows for the year then ended
in accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ
IFRS) and International Financial Reporting Standards (IFRS).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand)
(ISAs (NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those
standards are further described in the Auditor’s responsibilities for the audit of the consolidated
financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised)
Code of Ethics for Assurance Practitioners (PES 1) issued by the New Zealand Auditing and Assurance
Standards Board and the International Ethics Standards Board for Accountants’ Code of Ethics for
Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
Our firm carries out other services for the Group in the areas of taxation compliance and consulting
services, tax pooling services, and remuneration benchmarking. The provision of these services has not
impaired our independence as auditor of the Group.
ANNUAL REPORT 2019 | SEEKA LIMITED60
PwC
60
Our audit approach
Overview
An audit is designed to obtain reasonable assurance whether the
consolidated financial statements are free from material misstatement.
Overall Group materiality: $2,270,000, which represents approximately 1%
of revenue.
We chose revenue as the benchmark for our materiality as we consider this
is an appropriate measure of performance of the Group. The Group
operates in a high-volume low margin industry where net profit is not
representative of the scale of the Group.
We have determined that there are three key audit matters:
• Valuation of Biological Assets - crop
• Valuation of Land and Buildings
• Australian assets classified as held for sale and allocation of goodwill
Materiality
The scope of our audit was influenced by our application of materiality.
Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall Group materiality for the consolidated financial statements as a whole as set out
above. These, together with qualitative considerations, helped us to determine the scope of our audit,
the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both
individually and in aggregate on the consolidated financial statements as a whole.
Audit scope
We designed our audit by assessing the risks of material misstatement in the consolidated financial
statements and our application of materiality. As in all of our audits, we also addressed the risk of
management override of internal controls including among other matters, consideration of whether
there was evidence of bias that represented a risk of material misstatement due to fraud.
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an
opinion on the consolidated financial statements as a whole, taking into account the structure of the
Group, the accounting processes and controls, and the industry in which the Group operates.
We audited the New Zealand, Australian and newly acquired Aongatete business of the Group at a
materiality level calculated by reference to a portion of Group materiality appropriate to the relative
scale of the business concerned or based on materiality calculated for statutory reporting purposes
where the statutory materiality was lower than that allocated in the Group calculation.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the consolidated financial statements of the current year. These matters were addressed in
the context of our audit of the consolidated financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
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Key audit matter How our audit addressed the key audit
matter
Valuation of Biological Assets - crop
The total value of biological assets at balance
date was $18.6 million. Biological assets are
disclosed in note 12 of the consolidated
financial statements and comprise the crops
on the vines and trees in the Group’s leased
and owned orchards. Certain assumptions
and inputs are also disclosed in note 29 to
the consolidated financial statements.
Biological assets are recorded at fair value.
The method to determine fair value depends
on the degree of biological transformation
(the maturity of the fruit) at balance date. As
at 31 December 2019, a total of $18.1 million
(97%) of biological assets used cost as a proxy
for fair value because of insufficient
biological transformation.
In determining the fair value of the biological
assets, management exercises judgement
utilising industry knowledge and internal
expertise in determining the level of
biological transformation at balance date. We
therefore consider this to be a key audit
matter. When insufficient biological
transformation has occurred, the fair value is
the costs incurred at balance date to grow the
crops (provided the costs are considered
recoverable).
For those biological assets where cost has
been used as a proxy for fair value,
management assessed the recoverability of
capitalised costs by comparing the carrying
amount to budgeted costs at year end and
ensuring that actual costs incurred plus costs
to be incurred in order to get the crop to
market did not exceed budgeted revenues
from the sale of the crops less selling costs.
Management uses historical results and
anticipated crop levels as a basis for
budgeted revenues. An impairment is
recognised when the actual costs incurred
plus costs to be incurred in order to get the
crop to market exceed budgeted revenues
less selling costs.
Our audit focused on the biological assets valued at
cost, being the most significant component of the
balance. We have evaluated judgements applied by
management to determine the crop value including
the degree of biological transformation, the
attribution of costs capitalised to the following
year’s crop and the recoverability of capitalised
costs.
Our audit procedures included:
• Gaining an understanding of the crop life cycle
and growth periods with reference to relevant
independent horticultural industry information
to determine the appropriateness of
management’s assessment of biological
transformation.
• Testing a sample of expenses that were
capitalised to determine whether capitalisation
was valid and directly related to the
unharvested crop at 31 December 2019.
• Testing the mathematical accuracy of the
models used by management in their
calculation of the fair value of the crops.
• Reviewing management’s assessment of the
recoverability of capitalised costs. Our
procedures included comparing the expected
market return per hectare determined by
management to the historical and expected
number of trays that can be produced per
hectare based on the land that is currently
owned and leased. We assessed whether any
variances between historical and expected
volumes are consistent with our understanding
of planned changes in the Group’s operations.
Additionally, we compared the future selling
price used by management in their model to
available industry information.
• Evaluating the historical accuracy of
management’s forecasted information through
comparing prior year forecast to actual results.
We had no matters to report as a result of our
procedures.
ANNUAL REPORT 2019 | SEEKA LIMITED62
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Key audit matter How our audit addressed the key audit
matter
How our audit addressed the key audit
matter
Valuation of Land and Buildings
As reflected in notes 10 and 29 of the
consolidated financial statements, the Group
has a policy of revaluing their land and
buildings on a three-year rolling cycle
(excluding assets under construction). At
each balance date approximately one third of
the New Zealand Group’s properties are
revalued by an independent external valuer
using a combination of four different
approaches in concert to arrive at a fair
value. The Group’s Australian land and
buildings were all independently revalued on
31 December 2019.
The Group then utilises their internal
valuation expertise to evaluate whether,
based on the results of the third party
valuations and other recent market data, the
remaining New Zealand asset values remain
appropriate and materially reflect fair value.
The total value of the Group’s land and
buildings at year end is $154.5 million.
We included the valuation of land and
buildings as a key audit matter because of the
level of judgment inherent in the valuations.
Our audit of the land and buildings of the Group
focused on the judgements inherent in the
valuation of those assets.
Our procedures included:
• Assessing the objectivity and competence of
management’s internal valuation experts and
third party valuers, in addition to assessing the
independence of the third party valuers utilised
by management.
• Utilising our PwC valuation expert, we have
assessed key assumptions used in the external
valuations by comparing the valuation
assumptions and inputs used, such as
capitalisation and discount rates, to externally
available data. Where external data was not
available, our internal valuation expert has
utilised his experience and knowledge to
determine whether the assumptions used by
the third party valuer were reasonable and
appropriate in the circumstances.
• Reviewing and challenging management’s
assessment of the carrying values of the New
Zealand land and buildings not independently
revalued during 2019 by comparing our own
independent assessment of valuation ranges
using our PwC valuation expert.
We had no matters to report as a result of our
procedures.
63SEEKA LIMITED | ANNUAL REPORT 2019
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Key audit matter How our audit addressed the key audit
matter
How our audit addressed the key audit
matter
Australian assets held for sale and
allocation of goodwill
As described in Note 9, during the year the
Group has classified three of its Australian
orchards as held for sale assets. The Group’s
intention is to enter into a sale and leaseback
transaction which will transfer substantially
all of the risks and benefits associated with
the assets to the purchaser.
The assets were designated as held for sale
on 1 September 2019 and at balance date
continue to be classified as current assets
held for sale.
At the date the assets are classified as held
for sale, a portion of the total Australia cash
generating unit goodwill of $5.4 million is
allocated to the disposal group. Management
has used a discounted cash flow methodology
to estimate the relative fair values of the
goodwill disposal group and the Australian
assets being retained, and judgmentally
determined that all of the Australia goodwill
should be allocated to the disposal group.
This matter is significant to our audit
because the allocation of all goodwill to the
disposal group is material, involves
management judgement, and removes the
requirement for separate impairment testing
of this goodwill.
Our audit procedures included:
• Gaining an understanding of management’s
intentions and the proposed terms and
economic substance of an anticipated sale and
leaseback arrangement.
• Reviewing board minutes, advertising and
marketing materials and broker updates to
assess whether the conditions to classify the
assets as held for sale were met.
• Considering the appropriateness of the
classification of the disposal group as held for
sale by assessing whether, in substance, the
intended sale and leaseback transaction is
reasonably expected to transfer substantially all
the risks and rewards associated with the assets
to a buyer.
• Challenging management’s assumptions and
estimates made with regard to the goodwill
allocation to the disposal group, which
included:
o Agreeing the cash flows included in
management’s valuation model to the
board approved five year plan
o Evaluating the key cash flow assumptions
used by obtaining from management a
detailed analysis of the forecast production
yields, sales prices, costs and margins for
the various fruit varieties. We have
compared this information to historical
outcomes and current market prices
o Visiting the Australian orchards to
physically inspect their condition and stage
of development
o Performing a sensitivity analysis across a
range of reasonably possible changes in the
discount rate, cash flow assumptions and
terminal growth rate
o Reviewing the methodology used and
testing the mathematical accuracy of the
calculations.
• Considering the presentation and disclosure in
the consolidated financial statements.
We had no matters to report as a result of our
procedures.
ANNUAL REPORT 2019 | SEEKA LIMITED64
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Information other than the consolidated financial statements and auditor’s report
The Directors are responsible for the annual report. Our opinion on the consolidated financial
statements does not cover the other information included in the annual report and we do not express
any form of assurance conclusion on the other information.
In connection with our audit of the consolidated financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent
with the consolidated financial statements or our knowledge obtained in the audit, or otherwise
appears to be materially misstated. If, based on the work we have performed on the other information
that we obtained prior to the date of this auditor’s report, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report
in this regard.
Responsibilities of the Directors for the consolidated financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of
the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal
control as the Directors determine is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible for assessing the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the Directors either intend to liquidate
the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements, as a whole, are free from material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements is
located at the External Reporting Board’s website at:
https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-
report-1/
This description forms part of our auditor’s report.
65SEEKA LIMITED | ANNUAL REPORT 2019
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65
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been
undertaken so that we might state those matters which we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our
audit work, for this report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Pip Cameron.
For and on behalf of:
Chartered Accountants
26 February 2020
Auckland
ANNUAL REPORT 2019 | SEEKA LIMITED66
SEEKA SUSTAINABILITY REPORT
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
Seeka's core operation is growing, packing and supplying healthy produce to world markets. We are the guardians of more than
1000 hectares of producing orchards, and care for the produce and financial returns of more than 500 landowners. From orchard
development and management, to supply chain infrastructure and operations, we work with a wide range of stakeholders as we
collectively supply healthy produce.
As we work to generate wealth from prime horticultural land, our grower clients, staff, contractors, communities, consumer
clients and investors rely on Seeka to provide safe and sustainable business practices. This includes helping our stakeholders
certify supply operations to the international GLOBALG.A.P. standard for good agricultural practice. In line with the United
Nations Sustainable Development Goals (SDGs), GLOBALG.A.P. demonstrates our commitment to care for the land, our people
and its produce, and Seeka has embraced the GLOBALG.A.P. GRASP module that focuses on worker health, safety and welfare.
As a land-based operation, Seeka knows how our environment influences orchard health and the volumes and the quality of the
fruit we handle each season, and we are using this information as we understand the impact of climate change. Seeka's inaugural
sustainability report documents our efforts to measure then incrementally improve our environmental and social performance,
and the associated governance processes.
Sustainability team and process
While Seeka's core business is kiwifruit, our operations extend along the full supply chain from vine to shelf. From bareland
development to the processing of consumer lines, we work to extract the best value from the land and its produce. Our products
include avocados, kiwiberry, nashi, pears, citrus and berries as we strive to offer a better service to our grower and consumer
clients, and make better use of our facilities, supply chain systems and workforce.
The extension of our supply chain system and expansion of products has created a multi-disciplined team. To capture this
expertise and apply it to our sustainability programme, we have implemented Seeka's Agile Sustainability Team (SAST). Drawing
together staff that are passionate about sustainability from all areas of our operations, SAST is working with external advisors
and taking guidance from regional and national experts to develop Seeka's environmental, social and governance (ESG) policy
and processes.
Our Agile approach and SAST team are using a stepped process to deliver incremental improvements.
1. Define what sustainability means for Seeka
2. Identify key inputs and outputs of Seeka's operations
3. Quantify inputs and outputs using available data
4. Identify and rank areas for environmental, social and governance improvements
5. Prioritise actions that deliver incremental improvements
6. Evaluate how Seeka's sustainability actions have impacted our ESG position
A key contributor to the success of our ESG programme is to engage and involve all staff and key stakeholders in our journey, and
to incorporate their insights and expertise. This includes publicising our progress and celebrating our wins.
SUSTAINABILITY REPORT
67SEEKA LIMITED | ANNUAL REPORT 2019
Progress report
As at year end, steps 1 and 2 have been completed, and work has commenced on step 3, the quantification of key inputs and
outputs using available data.
Step 1. Define what sustainability means for Seeka
SAST have developed a working statement and definition of what sustainability means for Seeka.
Delivering a healthy future to the world
Growing futures by continually improving operations to deliver healthy produce, use less resources, care for the environment and deliver
better outcomes for our stakeholders.
Step 2. Identify key inputs and outputs of Seeka's operations
Sustainability map
SAST have developed a map to help identify the interactions between key processes, their inputs and their associated outputs.
Key processes
–Orcharding - the growing of seasonal produce from Seeka managed, leased and owned orchards, along with support for
independent growers. Includes sustainable environmental management and the generational transformation of land into
horticultural orchards.
–Post harvest - the supply chain from the orchard to the point of sale, which handles all produce from Seeka orchards and from
independent growers. Includes the long-term development of post harvest infrastructure.
–Corporate - the provision of support services, including process government and management, IT and communications, stakeholder
relations and value-added services including produce branding.
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ANNUAL REPORT 2019 | SEEKA LIMITED68
Key inputs and outputs
Inputs and their associated outputs have been grouped into five categories:
–Labour - Seeka is a large user of labour with more than 3000 people directly employed each season, along with a large number
of people working through contractors.
–Consumables - includes on-orchard consumables such as fertilisers, sprays and ties, post harvest consumables such as
packaging, labelling and H&S material, and corporate consumables such as mobile devices, vehicles and office supplies.
–Fossil fuels - used to power on-orchard activities, supply chain movements and corporate activities.
–Renewable energy - used to power post harvest and corporate operations; the main source of renewable energy is electricity
generated from largely renewable sources and supplied via the national grid, along with Seeka's trial investment in solar
generators at Seeka360 head office.
–Water - Seeka uses water to grow crops, in the post harvest value chain, and to deliver corporate services.
Focus on waste reduction
SAST has identified waste minimisation as a key objective to deliver immediate gains to Seeka's operations and incrementally
improve the company's ESG position. This includes identifying and replicating best practice within our organisation, and diverting
waste product to recycling initiatives.
Step 3. Quantify inputs and outputs using available data
For each of the key inputs, SAST are currently developing a framework to guide ESG policy and actions. Each framework will include
a small number of achievable projects to be undertaken in 2020.
Next steps
In 2020, SAST will draw on the information collated in the input frameworks to progressively develop a formal ESG reporting
framework. The objective is to develop consistent reporting so stakeholders can understand how Seeka is adapting our business to
manage risk and take advantage of new opportunities in our every-changing operating environment. The three elements to Seeka's
reporting framework will be:
–Environmental - how we steward the land and our natural resources
–Social - how we manage relations with stakeholders, including employees, grower clients, our communities and our retail
partners
–Governance - how we govern our business, manage risk, realise opportunities and comply with relevant legislation and
stakeholder expectations
To aid stakeholder engagement, Seeka will develop ESG reporting in line with one of the three global reporting frameworks
commonly used in New Zealand and Australia; Global Reporting Initiative (GRI), Integrated Reporting, or UN Global Compact
(UNGC).
69SEEKA LIMITED | ANNUAL REPORT 2019
CORPORATE GOVERNANCE AND DISCLOSURES
70
Corporate governance statement
79
Director profiles
81
Interests register
82
Directors’ interests in Seeka Limited securities
83
Subsidiary companies
84
Employee remuneration
85
Other disclosures
86
Operating assets statistics
87
Securities statistics
ANNUAL REPORT 2019 | SEEKA LIMITED70
CORPORATE GOVERNANCE STATEMENT
As at 31 December 2019
At Seeka, we conduct our business safely and ethically, within the legal and regulatory framework, so we can deliver the best outcomes for our
growers, clients, employees, shareholders, customers and the communities we operate in.
Seeka’s Board and management are committed to best practice governance and Seeka has adopted the NZX Corporate Governance Code 2020
(the Code) as set out in this corporate governance statement. The Board regularly reviews Seeka's corporate governance structures against the eight
principle recommendations in the Code, and considers Seeka's practices and procedures substantially meet Code recommendations. Any exceptions
are noted in this governance statement, and listed on page 78 of this annual report.
Seeka's governance policies are available on Seeka's website, see Seeka.co.nz/co.nz/corporate-governance.
The Board approved this governance statement on 26 February 2020.
Principle 1. Code of ethical behaviour
“Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these standards being
followed throughout the organisation.”
Seeka commits to high ethical standards in all dealings undertaken by the Group’s directors, employees and suppliers. We are a produce business that
connects growers with customers. Our business spans cultural, regulatory and country boundaries, and our directors and management understand
that high ethical standards deliver the best outcomes for our growers, clients, employees, shareholders, customers and communities.
Our commitment to ethical dealings is captured by Seeka’s core brand attribute “founded on relationships.”
Seeka’s Code of Ethics is included in employee induction packs, is available on Seeka’s intranet, and the code's principles and objectives are promoted
to staff each year including at staff meetings. The code outlines how directors and management are to consistently act with honesty and integrity, and
model high ethical standards to all employees and stakeholders, adhering to the principle “we do what we say and are accountable for what we do.”
The Code of Ethics provides clear guidance on:
• Conflicts of interest
• Proper use of Seeka information, assets and property
• Dealing with gifts or gratuities
• Respecting all stakeholders
• Whistle blowing for safe reporting of potential wrong doing
• Compliance with laws and Seeka policies
• Managing any breaches of Seeka’s Code of Ethics
Seeka also has a strict Insider Trading Policy prohibiting the direct or indirect dealing of Seeka securities when holding inside information, plus a duty
of confidentiality that protects the dissemination and use of confidential company information.
The Insider Trading Policy includes a black-out period during which restricted persons are prohibited in trading in Seeka shares unless provided with
a specific exemption by the Board. Each black-out period starts 30 days prior to and finishes the first trading day after key events; being the half-year
and full-year balance dates, and the release to the NZX of any announcement relating to an offer in Seeka shares. Restricted persons includes all
directors, executive officers, members of the management executive team and their administrative staff, any trusts and companies controlled by such
persons, and advisors.
Prior to trading in Seeka shares, directors must notify the chairman, and the chairman must notify the chair of the audit and risk committee.
No breaches of the Code of Ethics or Insider Trading Policy were reported in the year.
Principle 2. Board composition and performance
“To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and perspectives.”
Seeka’s Board commits to acting in the best interests of the company, deliver benefits to stakeholders and grow shareholder returns.
71SEEKA LIMITED | ANNUAL REPORT 2019
Board charter and responsibilities
The Board’s charter sets out the Board’s structure, appointments, remuneration, committees and process for performance review, along with the
duties and responsibilities of the Board and chief executive officer. Seeka’s Board is primarily responsible for:
• Robust and effective health and safety systems and standards
• Establishing corporate objectives and strategies
• Monitoring management’s implementation of Seeka’s strategies
• Approving budgets and monitoring financial performance
• Managing risk to Seeka’s business
• Ensuring timely and transparent stakeholder and market communication
The Board delegates the chief executive officer to lead and manage Seeka’s operations, including being the company’s principal representative. The
chief executive officer is not a Board member.
Board composition
Seeka’s Company Constitution specifies that the Board has a minimum of three and a maximum of seven directors, with provision for an eighth
to be appointed between annual shareholder meetings. Directors are to contribute a mix of complementary skills that support Seeka’s objectives
and strategies, with at least two being independent, and at least two ordinarily residing in New Zealand. To maintain proper separation between
governance and management, all directors are non-executive and the constitution has no provision for a managing director.
Seeka’s Board currently has seven directors, led by the independent chairman Fred Hutchings. Non-independent director Amiel Diaz is the only
director residing overseas.
The following table summarises director qualifications, skills and experience.
QualificationExecutive leadershipFinancialLegalKiwifruit industryGovernanceCulturalInternational marketsBrand managementTechnologyProperty valuation
Fred HutchingsBBS, FCA
Martyn BrickBAgCom
John BurkeBAgSc
Ratahi Cross
Amiel DiazBA, BSc, CPA, CISA
Cecilia TarrantBA/LLB Hons, LLM
Ashley WaughBBS
Director independence
The Board’s Charter follows NZX Listing Rules to determine the independence of a director. Directors must inform the Board of all relevant
information and the Board confirms director independence at least annually.
Two directors are appointees of large shareholders and deemed non independent;
• Amiel Diaz, representative of Seeka’s shareholder Farmind Corporation of Japan, and
• Ratahi Cross, representative of Seeka shareholder Te Awanui Huka Pak Limited and is the chairman of the Ngai Tukairangi Trust, a large kiwifruit
grower supplying Seeka.
As Seeka’s foundation business is kiwifruit, the Board considers experience in the kiwifruit industry a core competency. Three directors have extensive
experience in kiwifruit production and handling, and through their extensive interests in kiwifruit orchards that supply Seeka are considered non-
independent directors;
• Martyn Brick
• John Burke, and
• Ratahi Cross
ANNUAL REPORT 2019 | SEEKA LIMITED72
The Board has three independent directors;
• Fred Hutchings, chairman
• Ashley Waugh, audit and risk committee chairman, and
• Cecilia Tarrant.
Director appointments and induction
As required, the chairman establishes a nominations committee to review the Board’s composition and performance, and recommend people with
complementary skills to join the Board. Nominees can be appointed by the Board, with the appointment to be approved by shareholders at the next
annual shareholder meeting, or nominated and elected to the Board by shareholders at the annual shareholder meeting. The Board provides guidance
to shareholders on a candidate’s suitability for appointment or reappointment.
Directors enter a written agreement covering the term of their appointment and are provided with detailed information about Seeka, the company’s
strategies, policies and procedures, and any other training or other support that will help the director become a fully-functioning member of the
Board.
Director tenure
0 to 3 years 3 to 6 years 6 to 9 years 9 or more years
1
2
3
1
The chairman undertakes an annual assessment of Board, director and committee performance, seeking assistance, as required, from the
nominations committee and external advisors.
Director profiles
Director profiles are listed on Seeka’s website (see Seeka.co.nz/investors), and are included on page 79 of this annual report. Full disclosure of
director interests according to section 140 (2) of the Companies Act 1993 are listed on page 81 of this annual report.
Diversity
Diversity is the range of attributes held by members of a group. Seeka’s Board believes diversity within the Board and the company provides a deeper
understanding of stakeholders, broadens the range of skills available to Seeka, and will lead to improved business performance.
The Board works to optimise diversity across director members, while managing an efficient governance process. The Board’s focus is on diversity in
culture and ethnicity, business skills and innovative thinking as these attributes are key to understanding the operating environment of our key clients,
creating unique solutions, and improving stakeholder outcomes and shareholder returns.
With Seeka’s key client groups diversely spread from rural New Zealand to large urban centres, Seeka’s Board has encompassed cultural, ethnic and
gender diversity to strengthen business governance:
• Ratahi Cross of Ngai Tukairangi is also a lecturer in Māori history
• Amiel Diaz is a Filipino businessman based in Asia
• Martyn Brick, John Burke, Cecilia Tarrant and Ashley Waugh have rural backgrounds
The following table reports gender composition of the Board and senior management team as at 31 December 2019.
FY19FY18
FemaleMaleFemaleMale
Directors1616
Senior managers2527
Total311313
Diversity policy
Seeka is committed to providing an inclusive environment that supports a diversity of thinking and skills. Aspects of diversity include gender, ethnic
background, religion, marital status, culture, disability, economic background, education, language, physical appearance and sexual orientation.
During the year ended 31 December 2019, Seeka performed in adherence to the principles of our diversity policy.
73SEEKA LIMITED | ANNUAL REPORT 2019
Professional development
Directors are supported to undertake professional development through individual training and by attending relevant courses. In 2019 the Board also
met with experts in produce marketing and governance.
Evaluation of board and director performance
The Board Charter specifies that the chairman undertakes an annual review of Board and director performance. The chairman's 2019 review found
that the Board and directors have fulfilled all their duties and responsibilities for sound corporate governance as specified by the Board Charter.
Principle 3. Board committees
“The board should use committees where this will enhance its effectiveness in key areas, while still retaining board responsibility.”
The Board has established two permanent committees and will form ad-hoc committees to efficiently and effectively carry out key governance
functions, while retaining ultimate responsibility for all decisions and actions.
All committees operate under written charters which define the role, authority and operations of the committee. All Seeka directors and committee
members are non-executive, and Seeka management and other employees may only attend committee meetings when invited by the committee. The
Board reviews the remuneration and nominations committee charters biennially and the audit and risk committee charter annually.
Committee membership and workload management
Seeka is governed by a seven-member non-executive Board with three independent directors. To provide effective and transparent committee
governance, while managing workload across Board members, Seeka’s committee charters ensure each committee is chaired by an independent
director, with committee members drawn from both independent and non-independent directors that furnish the best skill set. The audit and risk
committee charter specifies a majority of independent directors.
The current standing committees are:
Audit and risk
CompositionRoleMembers
Independent chair with a minimum of
two other directors. The committee must
have a majority of independent directors,
with at least one having an accounting or
financial background. The chair may not
be the Board chairman.
Examines financial reporting, compliance, external and internal
auditing, risk management and risk insurance.
Ashley Waugh, chair
John Burke
Fred Hutchings
Remuneration
CompositionRoleMembers
Independent chair with a minimum of
two other directors.
Examines the performance, remuneration and succession
planning of the chief executive officer, the remuneration of
senior managers, company-wide employee remuneration
policy and human resource plans and policies.
Fred Hutchings, chair
Ratahi Cross
Cecilia Tarrant
In addition, the chairman periodically establishes an ad-hoc nominations committee.
Nominations
CompositionRoleMembers
Independent chair with a minimum of
two other directors.
Examines the directors’ terms of engagement, Board
succession planning, seeks and evaluates nominees, and
advises the Board on director appointments.
Appointed by the Board.
In the event of a takeover offer, the Board Charter provides for the formation of an ad-hoc initial response committee and an independent takeover
response committee to enact the procedures and protocols of the Board's Takeover Response Manual.
Initial response committee
CompositionRoleMembers
Independent directors.Manage the initial response to an unexpected takeover notice.Fred Hutchings
Cecilia Tarrant
Ashley Waugh
ANNUAL REPORT 2019 | SEEKA LIMITED74
Independent takeover response committee
CompositionRoleMembers
Directors that are independent of the
bidder and of the bid.
Manage the takeover response and act in the interests of all
shareholders.
Appointed by the Board.
To date there has been no need to convene an initial response committee meeting or form an independent takeover response committee.
While the Board considers the current range of committees comprehensively manages the governance of Seeka’s business, and provides the best
outcomes for shareholders and other stakeholders, the Board Charter allows ad-hoc committees to be formed as required to aid Board decision
making.
The following table reports Board and committee meeting attendance in 2019.
BoardAudit and riskRemuneration
MeetingsAttendedMeetingsAttendedMeetingsAttended
Fred Hutchings141410
1
933
Martyn Brick14136
2
6--
John Burke14131010--
Ratahi Cross1414--33
Amiel Diaz1414----
Cecilia Tarrant1414--33
Ashley Waugh14141010--
1. Following a change in the audit and risk committee charter, Fred Hutchings was appointed a full member of the audit and risk committee 24 July 2019. Prior to this he
attended five of six meetings as an ex-officio member.
2. Martyn Brick retired from the audit and risk committee 24 July 2019.
Principle 4. Reporting and disclosure
“The board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of corporate disclosures.”
Seeka’s Board is committed to keeping investors and the wider market fully informed of all material information concerning the company’s operating
environment and business performance. In addition to all information required by law and NZX Listing Rules, Seeka provides stakeholders with a mid-
year performance update, along with regular operational updates to supplying clients.
Seeka's Continuous Disclosure Policy covers the classification, timing and release of material information to investors and other stakeholders. The
chairman, chair of the audit and risk committee, chief executive and chief financial officer (the disclosure committee) are responsible for identifying
material information between Board meetings, with continuous disclosure covered at every Board meeting.
As stewards of more than 300 orchards in New Zealand and Australia, Seeka is committed to applying industry best practices and international
guidelines for all asset management, backed up by rigorous auditing. This includes certification to the international GLOBALG.A.P standard for good
agricultural practice that focuses production and supply management on the consumer’s demand for safe food. See www.globalgap.org.
Seeka as an employer is focused on sustainable land management that supports long-term employment and wealth creation in our rural
communities, and has formally implemented the GLOBALG.A.P GRASP module with its extended social standards for worker health, safety and
welfare. See www.globalgap.org/uk_en/for-producers/globalg.a.p.-add-on/grasp/.
In New Zealand, Seeka has partnered with all supplying growers to form independent, grower-controlled entities that manage grower fruit value;
kiwifruit growers appoint Seeka Growers Limited as their agent for the supply of kiwifruit to Seeka, with avocado growers appointing AvoFresh
Limited. See www.seeka.co.nz/seeka-grower-council and www.seeka.co.nz/avofresh.
Seeka Growers Limited and AvoFresh Limited manage market returns in independent bank accounts, approve all service distributions and grower
payments, and publish independently-audited annual statements. Seeka is represented on the entities’ controlling councils, provides management
support, and ensures grower representatives are kept informed on market conditions, industry issues and Seeka’s operational performance for their
fruit.
Seeka complies with the financial reporting requirements prescribed by the Companies Act 1993, Financial Markets Conduct Act 2013 and the NZX
Listing Rules. Seeka also supports environmental, social and governance concerns, and discloses to the markets any environmental factors that may
materially affect operations.
In 2019 Seeka implemented a sustainability team to develop Seeka's environmental, social and governance (ESG) policy and processes. Drawing
together staff that are passionate about sustainability from all areas of our operations, and working with external advisors including regional and
national experts, Seeka's sustainability team has started developing a formal ESG reporting framework. Our objective is to develop consistent
reporting so stakeholders can understand how Seeka is adapting our business to manage risk and take advantage of new opportunities in our every-
changing operating environment. The three elements to Seeka's reporting framework will be:
75SEEKA LIMITED | ANNUAL REPORT 2019
–Environmental - how we steward the land and our natural resources and consider the impact of climate change
–Social - how we manage relations with stakeholders, including employees, grower clients, our communities and our retail partners
–Governance - how we govern our business, manage risk, realise opportunities and comply with relevant legislation and stakeholder expectations
Principle 5. Remuneration
“The remuneration of directors and executives should be transparent, fair and reasonable.”
Director remuneration
In accordance with the Board Charter, the chairman uses independent professional advice and market information to review director remuneration
within a two year period, with shareholders having to approve any increase to the pool available to pay directors’ fees. Approval was last sought in
April 2018, when the pool limit was set at $450,000 per annum. Directors are remunerated by fixed fees that are set according to expected time
commitments and responsibilities as determined by the Board. Directors receive no equity-based remuneration, and receive no performance or
retirement benefits. Directors are not required to own Seeka shares.
The following table reports the allocation of the pool at the date of this report, and directors’ fees paid during the financial year. No other benefits
were remunerated to directors during the year.
PositionBase
director feeChairman fee
Audit and risk
committee chair
fee
Director fees
paid during the
year
Fred HutchingsChairman
$56,500$43,500$100,000
Ashley WaughDirector, Audit and risk committee chair
$56,500$11,000$67,500
Martyn BrickDirector
$56,500$56,500
John BurkeDirector
$56,500$56,500
Ratahi CrossDirector
$56,500$56,500
Amiel DiazDirector
$56,500$56,500
Cecilia TarrantDirector
$56,500$56,500
Total
$395,500$43,500$11,000$450,000
The base director fee includes committee membership, with the chairman and chair of the audit and risk committee receiving a chair's fee.
Chief executive officer remuneration
The review of the chief executive’s remuneration is undertaken by the remunerations committee with the remuneration package the responsibility of
the Board.
Michael Franks was appointed chief executive in 2006. His remuneration package comprises a fixed annual remuneration that covers base salary,
vehicle, Kiwisaver contributions, medical and life insurance, and an at-risk annual performance incentive.
The following table reports chief executive remuneration in 2019.
Base salaryBenefits
1
Annual performance
incentive
2
Total remuneration
Michael Franks
$601,781$55,515$247,500$904,796
1. Benefits are delivered through vehicle, Kiwisaver contributions, medical and life insurance.
2. Performance incentive earned from FY18 and paid in 2019.
Performance incentive
The chief executive officer’s performance incentive has a maximum value of 72% of fixed remuneration for achieving annual targets set by the Board,
including financial performance, strategic goals, health and safety, and risk management. For the 2018 financial year, chief executive officer Michael
Franks earned an $247,500 performance incentive. This payment was made in 2019.
For the 2019 financial year, the chief executive officer earned a $114,064 performance incentive. This payment will be made in 2020.
ANNUAL REPORT 2019 | SEEKA LIMITED76
Employee share scheme
In May 2019, 8,000 shares allocated under the 2016 employee share scheme at $3.88 per share vested and were paid for by the chief executive for a
total consideration of $27,040 ($3.38 per share).
At balance date, the chief executive had 8,000 shares allocated April 2019 at $4.76 per share under the employee share scheme. These shares vest
2022.
Principle 6. Risk management
“Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The board should regularly verify
that the issuer has appropriate processes that identify and manage potential and material risks.”
The Board consider risk management an important governance function to protect stakeholders, build long-term wealth in our communities and
optimise shareholder value. The Board retains ultimate control of risk management, with the audit and risk committee providing a specific focus on
material risks as defined in the Audit and Risk Committee Charter.
While no risk management system can completely remove business and financial risks, our goal is to ensure material risks are appropriately identified
and managed within acceptable levels. We accomplish this through a strategic focus, active management, contingency planning and a sensible
balance between costs and anticipated benefits. Wherever appropriate, the processes are consistent with AS/NZS 31000:2009 Risk Management
Principles and Guidelines.
Financial statements and key operational measures are prepared monthly and reviewed by the Board throughout the year to assess business
performance against budget and forecasts.
The Board composition includes directors with long-term experience in New Zealand’s kiwifruit industry, and Australian and Asian produce handling
and marketing. Board meetings include periodic site visits in New Zealand and Australia to ensure all directors understand the Group’s operating
environments when assessing material risk.
The Board’s complementary skill set and understanding of the core business have allowed it to implement strategies to mitigate risk associated with
being a New Zealand kiwifruit handler by diversifying operations across multiple products, expanding into the Australian market and sourcing revenue
from more points along the value chain. Since the incursion of the kiwifruit vine-killing disease Psa in 2010, Seeka has transformed from being a New
Zealand kiwifruit handler to become an Australasian produce business involved in the growing, handling, supply and marketing of multiple products.
Seeka has appropriate insurance cover, as available, for property damage to its offices, post harvest, processing and fruit handling facilities, along with
insurance cover for hail damage to crops.
The Brown Marmorated Stink Bug (BMSB; Halyomorpha halys) remains one of the top pests of concern for New Zealand's horticultural industry. A
native to China, Japan, Korea and Taiwan, and accidentally introduced in the United States in the mid-1990s, adult BMSB feed on fruit and make them
unmarketable. The Ministry of Primary Industries is working with industry groups along with the public to prevent the unintended import of BMSB,
including eradication protocols if BMSB are detected in New Zealand. Seeka personnel and supplying growers are informed on how to identify BMSB
and the immediate actions to be undertaken if the pest is found.
Health and safety
Operating in a seasonal industry, in 2019 Seeka employed more than 3,000 people working in multiple complex environments. This includes 24-hour
operations over the harvest period. Group salary and wages equate to 1,245 full time equivalents.
The Board is responsible for health and safety across Group operations, with the chief executive appointing a health and safety manager to ensure
Seeka complies with legislation and operates industry best practice across the Group, while also supporting the management of health and safety
risks by clients and suppliers. The Board reviews performance against set targets at each meeting.
The following table reports key health and safety measures and targets in 2019.
2019 Annual threshold2019 Actuals
Total recordable injury frequency rate
1
Less than 4.5
5.0
Notifiable injuries
03
Notifiable injuries including incidents
13
Severity rate
2
Less than 3.2
10.5
1. The total recordable injury frequent rate (TRIFR) measures the number of injuries per 200,000 hours worked. In total Seeka worked a total of 2.70m hours in 2019, with
the number of operating hours varying with the total volumes Seeka packs and handles across all varieties and sites. Seasonal pressures can be challenging along with
harvest deadlines. Seeka TRIFR was 5.0 for 2019.
2. Severity rate measures the average number of days that an injured person is away from work. Seeka had 3 notifiable injuries including incidents in 2019.
77SEEKA LIMITED | ANNUAL REPORT 2019
Principle 7. Auditors
“The board should ensure the quality and independence of the external audit process.”
Seeka’s Audit and Risk Committee Charter outlines Seeka’s commitment to an independent audit process that provides shareholders and the markets
with objective, robust, clear and timely financial reporting.
The audit and risk committee in consultation with management and the external auditor reviews the efficiency and effectiveness of the external
audit process, and provides a formal channel of communication between the Board, senior management and the external auditor. The audit and risk
committee:
• Oversees the independence of the auditor and ensures they conduct their operations free from any actual or perceived impairments, and
• Monitors the provision of any services beyond the auditor’s statutory audit services.
For financial year 2019, Pip Cameron of PricewaterhouseCoopers (PwC) was the external auditor for Seeka Limited. PwC has confirmed its
independence to the audit and risk committee, and that its independence was not compromised during the reporting period. The last audit partner
rotation was in FY16.
PwC auditors attend the annual shareholder meeting to answer any shareholder questions about the audit.
Internal audit
Seeka has a number of internal controls overseen by the audit and risk committee to ensure the integrity of key financial and operational data. This
includes data access, internal financial controls, adequate resourcing, targeted internal audit programmes and monitoring management’s response to
external audit findings.
Due to the size of Group operations, rather than operating a dedicated financial audit function, Seeka uses its compliance team to conduct internal
audit processes and monitor operational compliance, along with independent providers to regularly test the integrity of the Group’s financial systems.
Directors also pay particular attention to matters raised by PwC, the external auditor.
Principle 8. Shareholder rights and relations
“The board should respect the rights of shareholders and foster constructive relationships with shareholders that encourage them to engage with
the issuer.”
Seeka’s shareholders include a significant number of grower clients, employees, suppliers and people living in our rural communities. Seeka maintains
open channels of communication with a diverse range of groups to uphold our key brand attribute of delivering excellence to all stakeholders.
The Board is motivated and committed to transparent and regular reporting and engagement with shareholders including:
• Annual and interim reports
• Market announcements
• Annual shareholder meeting
• Mid-year stakeholder meeting
• Ad-hoc investor presentations
• Attendance of directors at seasonal grower roadshows held throughout the catchment for each produce type
• Quarterly staff updates
• Clear access to investor information on the company’s website, see Seeka.co.nz/investors
• Open access to senior managers via phone and email, see Seeka.co.nz/senior-management-team
Shareholders are actively encouraged to attend the annual shareholder meeting and mid-year stakeholder update, where they can raise matters for
discussion by directors and senior management. Shareholders vote on major decisions which affect Seeka at the annual shareholder meeting. Voting
is by poll, conducted by the Company’s registrar Link Market Services and overseen by the company’s auditor PwC, on a one share, one vote principle.
Shareholders are provided with copies of the annual report, and are encouraged to receive electronic communication by contacting our registrar Link
Market Services, see Linkmarketservices.co.nz. The annual shareholders notice of meeting is posted on the NZX website and sent to shareholders
at least 20 working days prior to the meeting. A link to Seeka’s announcements can be directly accessed from Seeka’s website, see Seeka.co.nz/nzx-
announcements.
When raising new capital, when practical the Board will offer a scheme that allows existing shareholders to further invest in the Company so they can
maintain their relative proportion of Seeka's issued shares.
Seeka’s current and historical share price is located on the NZX website, see nzx.com/instruments/SEK
ANNUAL REPORT 2019 | SEEKA LIMITED78
Corporate calendar
In the normal course of business, the Board reports to the following schedule.
End of year market announcementLate February
Dividend paymentApril
Annual shareholder meetingApril
Dividend paymentOctober
Stakeholder updateOctober
Differences in practice to NZX Code
The following table summarises the material differences between Seeka’s corporate governance and the Code during the year. Where there are
differences, these have been approved by the Board.
PrincipleConcerningKey difference
Period of non
compliance
2. Board
Composition
and
Performance
2.8A majority of the board
should be independent
directors.
The board charter specifies a minimum of two independent directors.
As Seeka's foundation business is kiwifruit, the Board considers it
appropriate to have a mix of directors with extensive experience in kiwifruit
production and handling, who in the normal course of business would supply
Seeka with produce from their ongoing orcharding interests. The Board must
also appropriately represent large shareholders.
The specified minimum of two independent directors provides the flexibility
to meet these two criteria, while also ensuring Board decisions reflect the
best interests of Seeka and its security holders.
Currently, four directors are deemed non-independent; two for their
extensive interests in orchards that supply Seeka (industry expertise),
one an appointee of a large shareholder (market expertise), and one that
has extensive interests in orchards that supply Seeka as well as being an
appointee of a large shareholder (industry expertise).
Three of the seven directors (a minority) are independent.
At all relevant
times
3. Board
Committees
3.1Audit and risk committee
should have a majority of
independent directors.
Following changes to the audit and risk committee charter on 24 July
2019, Fred Hutchings, who is an independent director, was appointed a full
member of the audit and risk committee, and non-independent director
Martyn Brick retired from the committee. The audit and risk committee
currently complies with the code by having a majority of independent
directors.
Prior to the charter change, to manage work load across the Board and best
utilise skills, the audit and risk committee had an independent chair and two
non-independent directors.
1 January 2019 to
24 July 2019
3.3Remuneration committee
should have a majority of
independent directors.
To manage workload across the Board, the charter only specifies an
independent chair. The current remuneration committee, however, complies
with the code by having an independent chair, an independent director and a
non-independent director.
At all relevant
times
3.4Standing nominations
committee.
Nominations Committee Charter allows for the formation of an ad-hoc
committee as required. To manage workload across the Board, the charter
only specifies an independent chair.
At all relevant
times
4. Reporting
and Disclosure
4.3Non-financial disclosures,
including environmental,
economic and social
sustainability risks.
Currently provide extensive reports on non-financial information to
shareholders and other stakeholders. Seeka's sustainability team is currently
developing a formal environmental, social and governance (ESG) reporting
framework, with the initial ESG report published in this document.
At all relevant
times
8. Shareholder
Rights and
Relations
8.4Additional equity
sought to be by way of
pro-rata offer to existing
shareholders
In March 2019, Seeka implemented a new Grower Loyalty Share Scheme,
which was approved by shareholders at a special meeting on 14 February
2019.
15 March 2019
and 22 March
2019
8.5Notices of shareholder
meetings given at least
20 working days prior to
meeting
Given time constraints, on 29 January 2019 Seeka issued a notice of special
meeting with 10 working days’ notice.
29 January 2019
79SEEKA LIMITED | ANNUAL REPORT 2019
DIRECTOR PROFILES
The following directors held office on 31 December 2019.
Fred Hutchings BBS, FCA
Independent, non-executive Chairman
Member Audit and Risk Committee, Chair Remuneration Committee
Appointed 10 September 2012
Fred has commercial and business experience having been a partner at PricewaterhouseCoopers for 27 years where he specialised in assurance
and advisory services, particularly for agribusiness. He also held leadership roles in the partnership including Wellington and South Island managing
partner and for three years was a member of the firm's executive board.
Fred is a director of Speirs Group Limited and Speirs Food Limited, and retired as chairman of Tui Products Limited in 2018 when the business was
sold. He is a past president of Chartered Accountants Australia and New Zealand.
Fred holds an interest in a kiwifruit orchard supplying Seeka.
Martyn (Marty) Brick BAgCom
Non-executive Director
Appointed 23 April 2013
Marty has experience in agribusiness having worked in a rural banking, finance, and horticulture. He established kiwifruit orchards in the Bay of
Plenty, and a post harvest operation which was later sold to Huka Pak. Marty became a director of Te Awanui Huka Pak and chairman of Te Awanui
Grower Council up until Huka Pak’s merger with Seeka in 2009. Marty was a member of the audit and risk committee until 24 July 2019.
Marty holds interests in kiwifruit and avocado orchards supplying Seeka.
John Burke BAgSc
Non-executive Director
Member Audit and Risk Committee
Appointed 24 April 2012
John has an agribusiness background and qualifications, having worked for the Rural Bank and operated a rural valuation and consultancy practice.
He has knowledge of kiwifruit operations from the orchard to the market having been the chief executive of Te Awanui Huka Pak where he helped
establish collaborative programmes into Asia and North America, before becoming the general manager Kiwifruit Vine Health.
John is a kiwifruit orchardist supplying Seeka, and a farmer.
Peter Ratahi Cross
Non-executive Director
Member Remuneration Committee
Appointed 1 March 2016
Ratahi is the chairman of several trust boards throughout the eastern areas of the North Island. He chairs Te Awanui Huka Pak Limited and Ngai
Tukairangi Trust, the largest Māori kiwifruit grower in New Zealand. The trust operates orchards on the Matapihi Peninsula at Mount Maunganui, and
in the Hawke’s Bay, which supply Seeka.
Ratahi has a background in natural science specialising in native flora and fauna. He also lectures in Māori history for several tribes he belongs to.
ANNUAL REPORT 2019 | SEEKA LIMITED80
Amiel (Mel) Diaz
BA, BSc, CPA, CISA
Non-executive Director
Appointed 19 October 2009
Mel is the head of the Philippine subsidiaries of Farmind Corporation. He has knowledge of the Asian fresh produce business, with an emphasis on
Japan and the Philippines, having previously been the head of new business ventures and the chief information technology officer at Dole Asia.
Mel has executive management experience in technology, telecommunications, manufacturing, finance, service, business consultancy and the fresh
produce industry, having worked for more than 30 years in various executive positions, board memberships and advisory roles.
Mel is a certified public accountant (CPA) in the Philippines and a certified information systems auditor (CISA) in the USA and the Philippines.
Cecilia Tarrant BA/LLB Hons, LLM
Independent, non-executive Director
Member Remuneration Committee
Appointed 27 April 2017
Cecilia is a professional company director. She is a director of Payments NZ, chair of New Zealand Green Investment Finance Limited, a trustee of the
University of Auckland Foundation and a member of the University of Auckland Council. She has more than 25-years experience in law and banking,
having worked as a lawyer in Auckland and San Francisco before becoming an investment banker in New York and London.
Cecilia is involved in both the beef and dairy industries through her family’s ownership of a dry stock farm in the Waitomo area and partnership in a
dairy farm in the Otorohanga district. Her family have lived in the Waitomo area for more than 100 years.
Ashley Waugh BBS
Independent, non-executive Director
Chair Audit and Risk Committee
Appointed 21 May 2014
Ashley has experience in the fresh food industry having worked within the Australasian Fast Moving Consumer Goods (FMCG) markets for more
than 30 years. He also has global experience in the FMCG, foodservice and ingredients markets.
Ashley was the chief executive officer of Australian dairy foods and juice giant National Foods until its merger with Lion Nathan in 2009. His prior
business experience was with the New Zealand Dairy Board and Ford Motor Company.
He currently serves on the board of Colonial Motor Company and chaired Moa, New Zealand’s largest craft brewer, until retiring in 2017, and was a
director of Fonterra Co-operative Group Limited until retiring in November 2018.
Changes in Board membership
Board membership remained the same throughout 2019.
81SEEKA LIMITED | ANNUAL REPORT 2019
INTERESTS REGISTER
During the year the Group undertook related party transactions with directors in the ordinary course of the Company’s business and on usual terms
and conditions.
Directors have made general disclosures of interests in accordance with s140 (2) of the Companies Act 1993. New disclosures advised since
31 December 2018 are italicised.
Fred Hutchings Amwell Holdings Limited Director / Shareholder
Walker Nominees Limited Director
Seeka Employee Share Plan Trustees Limited Director
Speirs Group Limited and subsidiaries Director
AvoFresh Limited Director
Seeka Share Trustee Limited Director
Martyn Brick Strathboss Kiwifruit Limited Director / Shareholder
Seeka Growers Limited Director
Omega Kiwifruit Limited Director / Shareholder
Katoa Partnership Partner
Zespri International Limited Shareholder
Rokeby Trust Beneficiary
Rising Sun Orchards Limited Shareholder
John Burke J & D Burke Holdings Limited Director / Shareholder
Rokeby Trust Trustee
Zespri International Limited Shareholder
Pukekauri Farming Limited Director / Shareholder
Peter Ratahi Cross Ngai Tukairangi No2 Trust Trustee / Chairman
Te Awanui Huka Pak Limited Director
Seeka Share Trustee Limited Director
Amiel Diaz Farmind Philippines Inc. Director / Officer
Farmind Corporation of Japan Officer
Cecilia Tarrant Payments NZ Limited Director
University of Auckland Foundation Trustee
ArcAngels Angel Investment Network Chair
University of Auckland Council Member
New Zealand Green Investment Finance Limited Chair
Seeka Share Trustee Limited Director
Ashley Waugh Primrose Hill Farm (Puke-Roha Limited) - Te Awamutu Director / Shareholder
The Colonial Motor Group Limited Director / Shareholder
ANNUAL REPORT 2019 | SEEKA LIMITED82
DIRECTORS’ INTERESTS IN SEEKA LIMITED SECURITIES
The following table details director interests in shares at 31 December 2019.
InterestShares
Martyn BrickBeneficial
1
1,423,361
John BurkeBeneficial
2
92,722
Non beneficial
3
83,000
Peter Ratahi CrossBeneficial
4
2,300,040
Fred Hutchings Beneficial
5
44,884
Cecilia TarrantBeneficial
6,350
Ashley WaughBeneficial
7,166
1. Held by Omega Kiwifruit Limited (1,098,323), Strathboss Kiwifruit Limited (118,853), Martyn Brick, Christopher Mcfadden and John Burke as trustees of the Rockeby
Trust (83,000), Seeka Share Trustee Limited for and on behalf of Martyn Brick (8,659), Omega Kiwifruit Limited (47,572) and Strathboss Kiwifruit Limited (66,954).
2. Held by J&D Burke Holdings Limited (88,357) and Seeka Share Trustee Limited for and on behalf of J&D Burke Holdings Limited (4,365),
3. Held by Martyn Brick, Christopher Mcfadden and John Burke as trustees of the Rockeby Trust.
4. Held by the trustees of the Ngai Tukairangi No. 2 Trust (459,551), Te Awanui Huka Pak Limited (1,714,410), and Seeka Share Trustee Limited for and on behalf of the
trustees of the Ngai Tukairangi No.2 Trust (126,079). P R Cross is a trustee of the Ngai Tukairangi No. 2 Trust and a beneficiary, and interests associated with P R Cross
are beneficiaries, of the Ngai Tukairangi No. 2 Trust. Te Awanui Huka Pak Limited holds Ordinary Shares in Seeka Limited. P R Cross is a director of Te Awanui Huka Pak
Limited. The trustees of the Ngai Tukairangi No. 2 Trust are shareholders in Te Awanui Huka Pak Limited.
5. Held by Walker Nominees Limited (42,421) and Seeka Share Trustee Limited for and on behalf of Amwell Holdings Limited (2,463).
The following table details director dealings in Seeka shares during the year.
TransactionDateNumberTotal consideration
Martyn Brick Purchase8 January 2019
1
10,000$43,000
Purchase
8
3 April 2019
2
123,185$586,361
John Burke Purchase
8
3 April 2019
3
4,365$20,777
Purchase
9
9 April 2019
4
1,975 $9,401
Purchase
9
9 October 2019
4
2,022$9,639
John Burke - non beneficial Purchase 8 January 2019
1
10,000$43,000
Peter Ratahi Cross Purchase
8
3 April 2019
5
126,079$600,136
Fred Hutchings Purchase
8
3 April 2019
6
2,463$11,724
Purchase
9
9 April 2019
7
948$4,512
Purchase
9
9 October 2019
7
971$4,629
Cecilia TarrantPurchase
9
9 October 2019
145$691
1. Acquired by Martyn Brick, Christopher Mcfadden and John Burke as trustees of the Rockeby Trust.
2. Held for and on behalf of Martyn Brick (8,659), Omega Kiwifruit Limited (47,572) and Strathboss Kiwifruit Limited (66,954).
3. Held for and on behalf of J&D Burke Holdings Limited.
4. Acquired by J&D Burke Holdings Limited.
5. Held for and on behalf of the trustees of the Ngai Tukairangi No.2 Trust. P R Cross is a trustee of the Ngai Tukairangi No. 2 Trust and a beneficiary, and interests
associated with P R Cross are beneficiaries, of the Ngai Tukairangi No. 2 Trust.
6. Held for and on behalf of Amwell Holdings Limited.
7. Acquired by Walker Nominees Limited.
8. Acquired under grower loyalty share scheme, dated 15 March 2019, and held by Seeka Share Trustee Limited as a bare trustee.
9. Acquired under the Seeka dividend reinvestment plan.
83SEEKA LIMITED | ANNUAL REPORT 2019
SUBSIDIARY COMPANIES
The following table details directors of Seeka Limited subsidiary companies as at 31 December 2019. Other than for Aongatete Coolstores Limited, no
person ceased to hold office, or was appointed, as a director of any subsidiary in the financial year to 31 December 2019.
Michael Franks and Stuart McKinstry are officers of Seeka Limited. Robert Towgood is a senior manager at Seeka Limited. Anthony Motion is an
independent director for the Group’s Australian subsidiaries. New subsidiaries formed since 31 December 2018 are italicised.
New Zealand incorporated companies
Trading subsidiaries
Aongatete Coolstores Limited Michael Franks, Stuart McKinstry
AvoFresh Limited Michael Franks
Delicious Nutritious Food Company Limited Michael Franks, Stuart McKinstry
Integrated Fruit Supply & Logistics Limited Michael Franks
Kiwi Coast Growers (Te Puke) Limited Michael Franks, Stuart McKinstry
Seeka Share Trustees Limited Fred Hutchings, Cecilia Tarrant, Peter Ratahi Cross
Seeka Te Puke Limited Michael Franks, Stuart McKinstry
Not-trading subsidiaries
Eleos Limited Michael Franks, Stuart McKinstry
Enviro Gro Limited Michael Franks
Glassfields (NZ) Limited Michael Franks, Stuart McKinstry
Guaranteed Sweet Limited Michael Franks, Stuart McKinstry
Kiwifruit Vine Protection Company Limited Michael Franks
Northland Horticulture GP Limited Michael Franks, Stuart McKinstry
Nutritious Delicious Food Company Limited Michael Franks, Stuart McKinstry
Seeka Dairy Ventures Limited Michael Franks, Robert Towgood
Seeka Fresh Limited Michael Franks, Stuart McKinstry
Verified Lab Services Limited Michael Franks, Stuart McKinstry
Australian incorporated companies
Little Haven Holdings Pty Limited Michael Franks, Stuart McKinstry, Anthony Motion
Seeka Australia Pty Limited Michael Franks, Stuart McKinstry, Anthony Motion
Seeka Pollen Australia Pty Limited (not trading) Michael Franks, Stuart McKinstry, Anthony Motion
Directors of Group subsidiary companies did not undertake any share dealings in those companies.
Subsidiary directors’ interests register
Directors of Seeka subsidiaries have made general disclosures of interests in accordance with s140 (2) of the Companies Act 1993. No new
disclosures have been advised since 31 December 2018.
Michael Franks Rising Star Orchards Limited Director / Shareholder
Stuart McKinstry Rivas Orchards Limited Director / Shareholder
R&M Orchards Limited Director / Shareholder
Anthony Motion has not made any general interest disclosures.
Subsidiary company director remuneration
Seeka Limited officers Michael Franks and Stuart McKinstry, and senior manager Robert Towgood received no beneficial director’s fees or other
benefits except as employees.
The following table details the remuneration of Anthony Motion, the independent director for the Group’s Australian subsidiary companies.
Director feesAUDNZD @ $1.06
Anthony Motion
$ 20,000$ 21,200
ANNUAL REPORT 2019 | SEEKA LIMITED84
EMPLOYEE REMUNERATION
In 2019, the Group employed 423 permanent and more than 3,000 seasonal employees.
The Group had 112 employees (December 2018 - 100), including 7 employees (December 2018 – 8) employed by subsidiaries, that are not directors
whose annual cash remuneration and benefits (including motor vehicles and termination costs) exceed $100,000 in the financial year.
Remuneration20192018
$100,000 - $109,999
3633
$110,000 - $119,999
1915
$120,000 - $129,999
1515
$130,000 - $139,999
910
$140,000 - $149,999
75
$150,000 - $159,999
52
$160,000 - $169,999
31
$170,000 - $179,999
43
$180,000 - $189,999
22
$190,000 - $199,999
21
$200,000 - $209,999
12
$210,000 - $219,999
11
$220,000 - $229,999
-1
$230,000 - $239,999
1-
$250,000 - $259,999
-2
$260,000 - $269,000
1-
$270,000 - $279,000
1-
$280,000 - $289,000
13
$310,000 - $319,999
11
$340,000 - $349,999
1-
$350,000 - $359,999
11
$360,000 - $369,999
-1
$780,000 - $790,999
-1
$900,000 - $909,999
1-
Total
112100
Remuneration includes key performance indicator payments. Remuneration by the Group’s Australian subsidiary Seeka Australia in Australian dollars
was converted to New Zealand dollars using the average exchange rate for the year. The impact of movements in exchange rates from 2018 to 2019
was reviewed and would not have significantly changed the employee remuneration disclosure.
Employee share scheme
As part of their employment benefits, eligible permanent employees are invited to participate in Seeka’s employee share ownership schemes.
The 2016 employee share ownership scheme had 414,716 shares allocated to permanent employees at $3.88 per share, with a further 72,716 shares
issued at $4.25 per share as part of Seeka's December 2018 rights issue. All 487,432 shares in the 2016 employee share scheme vested May 2019.
In March 2019, offers under Seeka's employee share ownership scheme were made and 568,000 shares were allocated to permanent employees at
$4.76 per share on 10 April 2019.
85SEEKA LIMITED | ANNUAL REPORT 2019
OTHER DISCLOSURES
Indemnities and insurance
Clause 9.7 of the Constitution allows the Company to indemnify and insure directors to the extent permitted by the Companies Act 1993. The
Company has provided insurance for all directors and officers, including directors of subsidiaries.
Summary of waivers granted by NZX
The Company transitioned to the new NZX Listing Rules on 17 April 2019 and has relied on the class waiver granted by NZX on 19 November 2018 in
relation to the transition.
Donations
The Group paid $151,364 in donations and sponsorship in the year ended 31 December 2019.
Divided reinvestment plan
Under the company's dividend reinvestment plan, holders of ordinary shares may elect to reinvest the net proceeds of cash dividends payable or
credited to acquire fully paid ordinary shares in the company.
Substantial product holders
The following table details information in compliance with s293 of the Financial Markets Act 2013 and is stated as at 31 December 2019. The total
number of ordinary listed shares of Seeka Limited at that date was 32,115,799.
Date of NoticeShares
Sumifru Singapore Pte Limited15 September 2015
2,093,558
Jarden Securities Limited
1
23 December 2019
2,070,641
Farmind Corporation of Japan
2
30 April 2018
1,650,567
Te Awanui Huka Pak Limited11 September 2015
3
1,267,410
1. Includes a relevant interest in 835,247 shares held by FNZ Custodians Limited arising under the investment management agreements that Jarden Securities Limited is a
party to for the purpose of providing discretionary investment management services (DIMS) to its clients.
2. Shares held by Citibank Nominees (NZ) Limited.
3. According to Seeka's records, Te Awanui Huka Pak Limited holds 1,714,410 shares as at 31 December 2019.
ANNUAL REPORT 2019 | SEEKA LIMITED86
OPERATING ASSETS STATISTICS
Retail services
Auckland
Imported produce, ripening services,
wholesale market
Christchurch
Imported produce, ripening services
Delicious Nutritious Food Company
Food manufacturing; Kiwi Crush, Kiwi Crushies,
Kiwiberry handling, Avocado oil
Laboratory services
VLS
Maturity and coolstore testing
Head Office
Seeka360
Grower centre
11
12
13
14
15
1, 2, 3, 4, 5, 6, 13, 14, 15
7
8
12
11
9, 10
Post harvest facilities
1
Oakside
Compac Oakside 1
Compac Oakside 2
Compac Oakside 3
2
Transpack
Compac
3
KKP
Lynx
4
Huka Pak
MAF Roda
Compac
5
Main Road
Compac
6
Aongatete
Compac
7
Peninsula
Lynx
8
Kerikeri
Compac
9
Australia
Compac
Orchards
1
Seeka Australia
Seeka-owned orchards and land Hectares
In production ( 6 orchards ) 175
In development 99
Undeveloped land 292
Owned - New Zealand
Orchards owned and managed by Seeka
In production ( 11 orchards ) 36
In development 9
Long term lease - New Zealand
Orchards developed on leased land
In production ( 19 orchards ) 127
In development 56
Leased orchards - New Zealand
Orchards leased from owners
In production ( 106 orchards ) 394
Managed orchards - New Zealand
Orchards or vines managed for owners
In production ( 180 orchards ) 734
In development 46
10
1. New Zealand orchard hectares are as at 31 December 2019.
87SEEKA LIMITED | ANNUAL REPORT 2019
SECURITIES STATISTICS
Top 50 shareholders
Number of ordinary
shares
Percent
Seeka Share Trustee Limited
1
2,748,8778.56
Citibank Nominees (NZ) Limited
2
2,110,3066.57
Sumifru Singapore Pte Limited
2,093,5586.52
Te Awanui Huka Pak Limited
1,714,4105.34
FNZ Custodians Limited
3
1,307,5784.07
Tomlinson Group Investments
1,249,3633.89
Masfen Securities Limited
1,138,1003.54
Omega Kiwifruit Limited
1,098,3233.42
Custodial Services Limited
685,2592.13
Forsyth Barr Custodians Limited
511,7051.59
Christopher William Flood & Mark Schlagel
477,1301.49
Riri Ellis & Helen Te Kani & Joshua Gear & Carlo Ellis
459,5511.43
Gregory Alan Cole
355,2151.11
Jarden Securities Limited
3
343,9001.07
Accident Compensation Corporation
2
323,7951.01
Jack Law & Patricia Colleen Law
310,2400.97
Anne Louise Bayliss & Christopher James Mcfadden
293,2800.91
Lloyd James Christie
250,0000.78
Michael Walter Daniel & Nigel Geoffrey Burton & Michael Murray Benjamin
240,0000.75
Robin Moss
235,2950.73
Burts Orchards (1997) Limited
220,9220.69
Grant Keith Oakley & Deborah Jane Oakley & Brg Trustees 2013 Limited
206,0160.64
Stewart Moss
178,2510.56
BNP Paribas Nominees NZ Limited
2
142,1190.44
Matthew Ian Tremain
137,3050.43
Custodial Services Limited
135,0570.42
Michael Gilbert Franks
131,5650.41
Malcolm John Cartwright & Helen Catherine Cartwright & Graeme Ingham Trustee Co Limited
130,0280.40
Jean Paul Henri Mathias Thull & Lyon Trustees 2014 Limited
119,0470.37
Strathboss Kiwifruit Limited
118,8530.37
FNZ Custodians Limited
112,2830.35
Custodial Services Limited
111,3350.35
Brian John Cotton Stapleton & Lois Eileen Cotton Stapleton
109,5260.34
Bowyer Orchards Limited
106,1380.33
Murray Charles Salt & Heather Florrence Salt
103,7700.32
Bryan Francis Grafas
103,2710.32
Christopher Robert Malcolm & Helen Ann Malcolm
102,7920.32
Robyn Adair Slater
100,5890.31
Iconic Investments Limited
100,0000.31
Custodial Services Limited
98,3240.31
Korau Guy Tekani & Victoria Keltie Beadle Werohia & Marama Jacquiline Royal
91,9860.29
J and D Burke Holdings Limited
88,3570.28
JML Capital Limited
85,4000.27
Ian Dunbar Greaves & Nicola Anne Greaves & Craig Murray Thompson
85,0000.26
Martyn Timothy Brick & Christopher James Mcfadden & John Garland Burke
83,0000.26
Terence Morrow Hawthorne & Gloria Nancy Hawthorne & Wood Walton Trustees (2007) Limited
77,0760.24
Birdwood Farms Limited
76,5620.24
David Murray Reid & Beverley Ann Reid & John Alexander Stewart
75,9430.24
Andrew James Northcote Hill & Janice Margaret Hill & Hill Trustees 2017 Limited
73,8900.23
Heather Olive Wright
71,3620.22
Total
21,321,65266.39
1. Shares held as a bare trustee in multiple parcels for members of the grower loyalty share scheme (2,061,803) and employee share ownership scheme (687,074).
2. Shares held through New Zealand Central Securities Depository Limited (NZCSD), a depository system which allows electronic trading of securities to members
3. Including 835,247 shares held for Jarden Securities Limited, as disclosed in Jarden Securities Limited's substantial product holder notice dated 23 December 2019.
Shareholder analysis
Investors
Percentage
of investors
Shares
Percentage
of shares
By shareholding size
Up to 1,000 shares
47223.15237,2420.74
1,001 to 5,000 shares
95246.692,646,6178.24
5,001 to 10,000 shares
30214.812,193,6896.83
10,001 to 50,000 shares
24612.064,730,24714.73
50,001 to 100,000
291.421,993,2526.21
100,001 to 500,000
281.375,657,27317.62
More than 500,000
100.4914,657,47945.64
Total
2,039100.0032,115,799100.00
By residency
New Zealand shareholders
1,99797.9429,767,43792.69
Overseas shareholders
422.062,348,3627.31
Total
2,039100.0032,115,799100.00
As at 27 January 2020
ANNUAL REPORT 2019 | SEEKA LIMITED88
DIRECTORY
Board of directors
Fred Hutchings - Chairman
Martyn Brick
John Burke
Peter Ratahi Cross
Amiel Diaz
Cecilia Tarrant
Ashley Waugh
Audit and risk committee
Ashley Waugh – Chair
John Burke
Fred Hutchings
Remuneration committee
Fred Hutchings – Chair
Ratahi Cross
Cecilia Tarrant
Company officers
Michael Franks
Chief Executive Officer
Stuart McKinstry
Chief Financial Officer and Company Secretary
Senior management team
Michael Franks
Chief Executive
Kate BryantVerena CunninghamKevin Halliday
GM Corporate ServicesGM SeekaFresh and StrategyGM Operations
Stuart McKinstryJim SmithRob Towgood
Chief Financial OfficerGM Growers and MarketingCommercial Manager
89SEEKA LIMITED | ANNUAL REPORT 2019
Registered office
Seeka Limited
34 Young Road, RD9, Paengaroa 3189
PO Box 47, Te Puke 3153
Seeka.co.nz
Auditor
PricewaterhouseCoopers
Auckland
Bankers
Westpac Banking Corporation
Auckland
Coöperatieve Rabobank U.A. (Rabobank)
Wellington
Share register
Link Market Services Limited
Auckland
NZX
www.nzx.com
Legal advisors
Harmos Horton Lusk Limited
Auckland
MacKenzie Elvin
Tauranga
ANNUAL REPORT 2019 | SEEKA LIMITED90
seeka.co.nz
34 Young Road, RD 9, Te Puke 3189
PO Box 47, Te Puke 3153, New Zealand
+64 7 573 0303, info@seeka.co.nz
---
FULL YEAR RESULTS ANNOUNCEMENT FY19 | SEEKA LIMITED1
SEEKA FY19 FULL YEAR RESULT
Audited results for year ended 31 December 2019 (FY19)
Listed New Zealand produce handler Seeka Limited, with operations in New Zealand and Australia, has today reported its audited
results for the year ended 31 December 2019.
"Seeka has made excellent progress on its strategic growth pathway, including consolidating business units and reducing debt
through orchard sales, while continuing to deliver excellent results to our grower clients," says Seeka chief executive Michael Franks.
Seeka's financial performance was impacted by early 2019’s long dry summer which lowered Hayward kiwifruit yields in both
Australia and New Zealand. Hayward volumes were well down on forecast and prior year yields, and negatively impacted our
financial results. Offsetting this, Seeka expanded our core business with the purchase of Aongatete, delivered cost efficiencies,
made good gains on the sale of Northland orchard assets, and delivered significant improvements in our retail services business.
Operationally, the performance and returns to supplying growers were excellent.
Seeka continues to realise orchard assets held for sale to reduce debt. In some cases, the orchard sales are still awaiting subdivision
or boundary adjustments, and once completed both the sale and gain will be recorded in 2020.
Year end total net bank debt of $116.8m compares to $79.1m at year end 2018, and $148.1m at 30 June 2019. The successful sale of
orchard assets currently being marketed will further reduce net bank debt by at least $27.1m, with $10.1m of properties conditionally
sold at year end which were settled in February 2020.
Seeka continued to invest in core infrastructure with the build of onshore New Zealand post harvest capacity. The Oakside $21.4m
pack house and cool store project was completed in 2019 (the cool store build finished after the kiwifruit harvest) and a modern
pack house and cool store complex is under construction in Kerikeri, with phase two underway. The company expects lower post
harvest capital expenditure through 2020 and 2021.
The Seeka Group is focused on consolidating operations following the acquisition of the Northland and Aongatete assets, including
selling orchard assets to repay debt while securing supply to our core kiwifruit business. We are also investigating the sell down and
lease back of the Group’s Australian kiwifruit orchards which would release funds for debt reduction and potential expansion, as we
continue to look for investment opportunities by acquisition to deliver continuing accretive growth and shareholder value.
Impact of NZ IFRS 16 Leases
Seeka has fully adopted NZ IFRS 16 Leases (NZ IFRS 16 - the new NZ accounting standard for leasing arrangements), and these
2019 financial results and 2018 comparatives are consistent with the new standard. The transition to NZ IFRS 16 negatively impacts
Seeka's financial results as the accounting for lease interest costs and depreciation are higher than the lease payment at the
beginning of the lease period. Further the full gain on orchard sales is no longer recognised in the statement of financial performance
when the property is leased back to Seeka.
Dividend announcement
A dividend of $0.12 per share has been declared by Seeka's Board. The dividend comprises a normal dividend of $0.08 per share
(following Board policy on a pre NZ IFRS 16 basis) and a special dividend of $0.04 cents per share following the completion of
property sales negotiated in 2019 and completed in 2020.
The dividend is fully imputed and will be paid on 17 April 2020 to those shareholders on the register at 5pm on 20 March 2020. The
dividend reinvestment plan will apply with a 2% discount to the strike price. This dividend will bring the total dividends distributed in
the last 12 months to $0.24 (prior twelve months $0.24).
Outlook
Seeka is anticipating improved earnings in 2020 conditional on New Zealand and Australian crop volumes. The company has an
increasing volume of Zespri SunGold with both new growers and new developments, along with a significantly improved SeekaFresh
business and increasing avocado volumes. The company continues to consolidate the acquired businesses and complete Northland
orchard sales, and is investigating the potential sale and lease back of the Group’s Australian kiwifruit orchards. Seeka is anticipating
earnings growth, noting market uncertainty from the current coronavirus outbreak.
The company will provide current year earnings guidance at half year (once harvest is completed) and will update shareholders on
key events as and when they occur.
26 February 2019
Company announcement
FULL YEAR RESULTS ANNOUNCEMENT FY19 | SEEKA LIMITED2
Operational performance
The following table outlines Seeka’s performance FY19.
New Zealand dollars
Reported result
FY19
Restated result
FY18Change
Total revenue ($m)
$ 236.9$ 203.716%
EBITDA
before impairments and revaluations ($m)
$ 34.5$ 33.34%
EBIT ($m)
$ 17.6$ 17.32%
NPAT ($m)
$ 6.9$ 6.73%
Net bank debt ($m)
$ 116.8$ 79.148%
Basic earnings per share
$ 0.22$ 0.33(33%)
Diluted earnings per share
$ 0.22$ 0.33(33%)
Net tangible assets per share
$ 4.55$ 4.82(6%)
As a result of the adoption of NZ IFRS 16 Leases from 1 January 2019, the Group is required to report all leases on the balance
sheet, with the exception of low value leases or leases less than 12 months. The Group has elected to adopt the standard fully
retrospectively, which means prior year numbers have been restated as if the standard had always applied.
This announcement should be read in conjunction with Seeka Limited's 2019 annual report (audited). A copy of the 2019 annual
report can be found on Seeka's website www.seeka.co.nz/reports.
EBITDA
EBITDA before revaluations and impairments is considered by Seeka's Board to be a key measure of performance and reflection of
cash flow generation.
New Zealand dollars ($000s)
Reported result
FY19
Restated result
FY18
Net profit before tax
9,8639,871
Impairment charges and revaluations
Loss on revaluation of land and buildings
60 4
Impairment of property, plant and equipment
395 300
Impairment of intangible assets
-946
Depreciation expense
10,870 8,816
Lease depreciation expense
5,372 4,977
Amortisation of intangible assets
265 932
Interest expense
4,930 4,549
Lease interest expense
2,764 2,906
EBITDA before impairments and revaluations
34,51933,301
ENDS
For more information, visit www.seeka.co.nz or please call:
Michael FranksStuart McKinstry
Chief executive
+ 64 21 356 516
Chief financial officer
+ 64 21 221 5583
---
Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)
Results for announcement to the market
Name of issuer Seeka Limited
Reporting Period 12 months to 31 December 2019
Previous Reporting Period 12 months to 31 December 2018
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$236,868 16.3%
Total Revenue $236,868 16.3%
Net profit/(loss) from
continuing operations
$6,884 3.5%
Total net profit/(loss) $6,884 3.5%
Final Dividend
Amount per Quoted Equity
Security
$ 0.12 cash dividend
Imputed amount per Quoted
Equity Security
$0.04666667
Record Date 20 March 2020
Dividend Payment Date 17 April 2020
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
$4.55 $4.82
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
Net tangible asset per share is calculated by dividing the
Group’s net assets less goodwill by the total shares on issue at
the end of the period.
Authority for this announcement
Name of person
authorised
to make this announcement
Stuart McKinstry
Contact person for this
announcement
Stuart McKinstry
Contact phone number +64 21 221 5583
Contact email address Stuart.Mckinstry@seeka.co.nz
Date of release through MAP
26/02/20
Audited financial statements accompany this announcement.
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.