Seeka Limited/Announcement
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Seeka announces its 31 December 2019 result

Full Year Results25 February 2020SEKConsumer Staples

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.

61SEEKA LIMITED | ANNUAL REPORT 2019




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61


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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62


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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63


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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64


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.