2019 Full Year Results
28 February 2020
T&G Global builds strong foundations for future growth
T&G Global Limited’s (T&G) results for the year to 31 December 2019 demonstrate progress
on its three-year roadmap for growth, with improvements in its underlying business despite a
difficult operating environment.
• Operating profit of $16.5 million, compared to $15.6 million in 2018
• Net assets for the Group $474.4 million, compared to $413.6 million in 2018
• Revenue maintained at $1.2 billion
• Profit for the year $6.6 million, compared to $8.3 million in 2018
T&G Global Chief Executive Gareth Edgecombe says 2019 was a year of continued
transition for the Company as it creates the foundation for strong growth and improved
financial returns.
“With consumers increasingly seeking out healthier foods, the growing global population and
the premiumisation of global produce, T&G sits in a position with significant potential,” says
Mr Edgecombe.
“To unleash our full potential, our business has to evolve. In 2019, our team put in a lot of
hard work to turn around our business, and while we have some way to go until we’re
delivering to our full financial potential, it’s pleasing to see the green shoots coming through.”
“While a number of factors adversely impacted the overall financial result, the underlying
performance of the organisation is showing improvement.
“Our operating profit for the year increased to $16.5 million, compared to $15.6 million in
2018. This increase came despite incurring $7.1 million in costs relating to the reorganisation
of our business, strategic transactional activities and the Holidays Act remediation.”
Revenue was maintained at $1.2 billion, the same level as 2018, with profit for the year at
$6.6 million, compared to $8.3 million in 2018.
In many of its key export markets, including Asia, the United States, Australia, the United
Kingdom and the Pacific Islands, T&G experienced strong sales and margin growth.
“Our International Produce division had a strong close to the year, increasing revenue by
14%, to $305.1 million, largely driven by our Asian trading business boosting revenue by
$40.6 million.
“A critical aspect of realising the potential of our Apples division, is the increased focus on
premium varieties. In 2019, this saw us re-planting some orchards which, while vital for
setting us up for the future, had a cost impact. This, combined with weather challenges and
an oversupply of commodity apple varieties in the European market, impacted our Apples
revenue. Strong sales in North America and the United Kingdom partly offset this, resulting in
a 1% decline in revenue for our Apples division, to $656.9 million,” says Mr Edgecombe.
“In the United States, as a result of bolstering our sales and marketing expertise and an
integrated activation programme, we accelerated the growth of our premium apple brands,
delivering 43% growth in Envy™ sales.
“In New Zealand, favourable growing conditions throughout 2019 resulted in an abundance
of supply and this adversely affected sales values across most product groups, resulting in a
2% decline in revenue for our New Zealand Produce division, to $227.0 million.”
Mr Edgecombe said freeing up capital to reinvest in growth is central to T&G’s strategy.
“This year, we sold our Mt Wellington site in Auckland for $65.0 million. By divesting non-
core assets, we’re able to invest our cash more productively into new capabilities and future
growth opportunities.
“This sale and the uplift in the site’s value, combined with an increase in the fair value of
other T&G properties, contributed to an increase in net assets, from $413.6 million in 2018 to
$474.4 million in 2019.
“A key part of our growth strategy is our planned acquisition of the New Zealand domestic
fresh produce division of Freshmax New Zealand, which is subject to Commerce
Commission approval. It will expand and strengthen our presence in New Zealand and
deliver better services to growers and customers.
“Looking to the year ahead, we will focus on delivering improved shareholder returns by
harnessing our vertical model strengths, from genetics and growing, through to sales and
marketing, to strengthen our existing categories and develop our emerging categories of
blueberries and grapes,” says Mr Edgecombe.
For further information, please contact:
Adrienne Sharp
Head of Corporate Affairs
Ph: +64 (0)27 801 5534
adrienne.sharp@tandg.global
About T&G Global
Established more than 122 years ago, global fresh produce company T&G Global is one of New
Zealand’s largest growing, packing, shipping and marketing companies, and one of the largest New
Zealand exporters of apples to the world. Our success comes from having the best genetics,
sustainable growing practices, a robust supply chain, trusted brands and a passionate team of people
around the world. Our apples, including the premium, kiwi-bred varieties JAZZ™ and Envy™, are
grown in 14 countries and sold in more than 60 countries year-round. Our emerging global categories,
berries and grapes, are earmarked for future growth. We’re passionate about growing healthier futures
through fresh fruit and vegetables.
---
Results for announcement to the market
Name of issuer T&G Global Limited and subsidiary companies
Reporting Period Twelve months to 31 December 2019
Previous Reporting Period Twelve months to 31 December 2018
Currency New Zealand Dollar
Amount (000s) Percentage change
Revenue from continuing
operations
$1,216,409 2%
Total Revenue $1,216,409 2%
Net profit/(loss) from
continuing operations
$901 -84%
Total net profit/(loss) $901 -75%
Interim/Final Dividend
Amount per Quoted Equity
Security
No dividend proposed
Imputed amount per Quoted
Equity Security
Not applicable
Record Date Not applicable
Dividend Payment Date Not applicable
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
$3.56 $3.08
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
Please refer to the financial commentary and audited financial
statements as part of this announcement.
Authority for this announcement
Name of person
authorised
to make this announcement
Doug Bygrave
Contact person for this
announcement
Doug Bygrave
Contact phone number +64 9 573 8899
Contact email address Doug.Bygrave@tandg.global
Date of release through MAP
28/02/2020
Audited financial statements accompany this announcement.
---
ANNUAL
REPORT
2019
2 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
CONTENTS
ABOUT THIS REPORT 4
CHAIRMAN’S REPORT 6
CEO REVIEW 8
CFO REVIEW 10
HOW WE CREATE VALUE 14
T&G’S PURPOSE, VISION AND STRATEGIC PRIORITIES 16
REALISE GLOBAL APPLE POTENTIAL 18
BUILD NEW GLOBAL CATEGORIES 20
LEVERAGE STRONG NEW ZEALAND BASE 23
SIMPLIFY OPERATING MODEL 25
BUILD CAPABILITY AND PERFORMANCE CULTURE 26
FREE UP CAPITAL FOR GROWTH 29
KAITIAKITANGA 31
BOARD OF DIRECTORS 42
CORPORATE GOVERNANCE 44
OUR BUSINESS LEADS 46
STATUTORY INFORMATION 48
AUDITOR'S REPORT 52
FINANCIAL CONTENTS 56
INCOME STATEMENT 58
STATEMENT OF COMPREHENSIVE INCOME 59
STATEMENT OF CHANGES IN EQUITY 60
BALANCE SHEET 61
STATEMENT OF CASH FLOWS 62
NOTES TO THE FINANCIAL STATEMENTS 64
FIVE YEAR FINANCIAL REVIEW 120
DIRECTORY 121
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 3
4 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
ABOUT
THIS
REPORT
BACKGROUND & METHODOLOGY
T&G Global Limited's (T&G) 2019 Annual Report marks
a significant step as the Company transitions from a
more traditional annual reporting format towards the
Integrated Reporting framework <IR>, incorporating
Environmental, Social and Governance (ESG) principles.
In late 2018, T&G published its
sustainability strategy ‘Kaitiakitanga’.
Kaitiakitanga is aligned with the
sustainability strategy and activities of
the BayWa Group, to both contribute
to Group-wide targets and maximise
sustainability synergies.
T&G annually contributes to the Global
Reporting Initiative (GRI) Reports for
parent company BayWa AG.
T&G has developed its business strategy
to respond to market issues relevant to
its internal and external stakeholders.
Kaitiakitanga sets out its sustainability
intention and goals, incorporating the
most material environmental and
social topics.
To embed its strategy and establish
targets, T&G has embarked on a mission
to introduce sustainable initiatives and
programmes through the business. It is
one of only a few New Zealand companies
committed to climate targets that follow
the science based targets initiative.
T&G has incorporated non-financial
information into this Annual Report,
referencing the Integrated Reporting <IR>
framework. The focus of the 2019 report is
to demonstrate how the Company creates
value in all areas of its business, across its
six capitals – human, intellectual, financial,
physical, natural and social, and to
demonstrate progress against its strategy.
ABOUT THE
<IR> FRAMEWORK
<IR> is an ideal framework for T&G as it
focuses on value creation for shareholders
and stakeholders. It looks to demonstrate
how an organisation utilises its six capitals
and, through integrated thinking and
process, creates value for shareholders and
stakeholders.
<IR> was developed initially for resource-
intensive businesses. It has evolved
and been adopted by a wider range of
businesses and organisations which seek
to tell a value creation and an integrated
strategy story. <IR> can be used in
conjunction with GRI principles and
indicators.
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 5
T&G GLOBAL SUPPORTS THE UNITED NATIONS
(UN) SUSTAINABLE DEVELOPMENT GOALS
T&G recognises the important role businesses play in helping to achieve the
Sustainable Development Goals (SDGs). The SDG framework provides a blueprint
to achieve a better and more sustainable future for all. This report matches the
Company’s strategic goals with the relevant SDGs as shown below.
For more information on the SDGs, please visit www.un.org/sustainabledevelopment
6 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
CHAIRMAN’S
REPORT
PROF. KLAUS JOSEF LUTZ
CHAIRMAN
“
The 2019 financial year has
been a period of transition for the
T&G Group as it builds a strong
platform for growth.
”
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 7
On behalf of the Board of Directors, I am pleased
to present the Annual Report for T&G Global
Limited and its subsidiary companies (T&G) for
the year ended 31 December 2019.
The 2019 financial year has been a period
of transition for the Group as it builds
a strong platform for growth. While a
number of factors have adversely impacted
the overall financial result, the underlying
performance of the organisation is
beginning to improve.
In New Zealand, it was a difficult apple
season with smaller fruit size and
quantities, however trading conditions
improved over the second half of the
year, particularly in the international arena.
Costs that impacted the results included
restructuring and transaction-related
costs, and the replanting of some of
our orchards.
FOUNDATIONS FOR
FUTURE GROWTH
The Board has worked closely with
management throughout the year and is
fully supportive of its strategic priorities
and continued transformation of the
business and its culture.
In 2019, good progress was made
to set T&G up for the future. This
included significant asset disposals to
free up capital for further investment,
improving operational efficiency through
restructuring, development of our in-
market sales teams, and further expansion
of our Plant Variety Rights (PVR) and
genetics business.
The Board was pleased to announce in
December the planned acquisition of the
New Zealand domestic fresh produce
division of Freshmax New Zealand Limited.
While the transaction currently remains
subject to Commerce Commission approval,
the acquisition will enhance trading
relationships and strengthen ongoing supply
across key categories in New Zealand. The
symbiotic nature of these two businesses is
expected to yield efficiency improvements in
the short to medium term.
We are continually exploring and evaluating
global opportunities for investment in
other businesses and varieties which
offer significant growth potential and
complement our existing business. T&G
has significantly reduced its debt level over
the last year, largely through divestment
of non-core assets to provide headroom to
act on potential investment opportunities.
Particularly noteworthy in this regard was
the sale of our 5.8 hectare Mt Wellington
site, announced in September. T&G is
leasing back the site for a period of up to
four years while we consider alternative
options for the future. Other disposals
during the year included our Dunedin
cool store facility and additional Northland
kiwifruit operations. The Board continues
to monitor the efficiency of capital
allocation.
HEALTH AND SAFETY
Looking after our people and ensuring
everyone gets home safely, every day,
are critical priorities. We are continually
improving our management of critical
risks and developing the right systems and
culture to ensure that safety is everyone’s
responsibility. Our behavioural safety
programme (CARE) was introduced in the
second half of the year and is designed to
deliver real behavioural change across
the Group.
LOOKING AHEAD
T&G’s business is not immune to current
heightened global economic risks,
including the impacts of Brexit, Chinese
trade negotiations, political uncertainties
and most recently the potential effect of
the coronavirus (COVID-19). Additionally,
climatic changes and the intensity of
weather events continue to test our
operations. We are confident that the
strategic and structural changes we
have implemented will ensure T&G is
well-positioned to respond and optimise
outcomes for its stakeholders.
While it has been a difficult year, I would
like to acknowledge the commitment and
hard work of the management team and
all of our people. Through their efforts in
supporting our growers and customers,
T&G is positioning itself for a sustainable
strong future.
8 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
We sit in a position with significant
potential, fuelled by consumers
increasingly seeking out healthier foods,
the growing global population, and the
premiumisation of global produce.
But we’re coming from a low base.
Over the past few years our financial
performance has been weak, with market
forces putting pressure on our operating
model and our investments for the long
term yet to see yields.
To unleash our full potential, we had to
evolve. This hasn’t been easy and some of
the decisions we’ve made have been tough,
but they were needed.
We’re now one year into our three-year
roadmap for growth, and a lot of hard work
by our people has resulted in significant
progress and many green shoots coming
through, including:
• Operating profit increasing to $16.5
million, from $15.6 million in 2018.
This increase came despite incurring
$7.1 million of costs in the current year
associated with the reorganisation of
the business, strategic transactional
initiatives, and Holidays Act remediation.
Current year operating profit also
includes a $3.9 million lower change in
the fair value of biological assets.
• Achieving strong sales and margin
growth in key export markets, including
Asia, Australia, the United States, United
Kingdom and Pacific Islands.
• Building an enviable premium position
in the United States for Envy™, with
sales revenues increasing by 43%.
• Continuing the transition to premium
apples, including the re-planting of
some orchards. While this has had a
cost impact, it’s vital for setting us up for
the future.
• Divesting low returning or non-core
assets so we can use our cash more
productively and re-invest it into
capability and infrastructure to support
our future growth. This included
the sale of our Mt Wellington site in
Auckland for $65 million, a strong result
when benchmarked against industry
standards.
• Harnessing our vertical model strengths
to develop two new categories –
blueberries and grapes. We’re one
year into this plan and expect it to take
another few years to see the value. We
see a strong future for these emerging
categories.
• Boosting our in-market sales presence
in Asia and moving us globally towards a
world-class sales model.
• Progressing towards acquiring the New
Zealand domestic fresh produce division
of Freshmax New Zealand, which will
provide us with a significant opportunity
to expand and strengthen our presence
in New Zealand.
2019 was an important year for T&G as we set a
clear direction for future growth and continued our
transformation to create the foundation to become
the world’s leading premium fresh produce company.
However, it was not without its challenges.
CEO REVIEW
BUILDING FOR THE FUTURE
GARETH EDGECOMBE
CHIEF EXECUTIVE OFFICER
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 9
• Winning the inaugural Sustainability
Award at Countdown's annual Suppliers
Awards, in New Zealand.
• Investing in leadership and building new
capabilities across our global team.
• Focussing investment in creating a
high-performance culture, as part of our
commitment to make T&G a great place
to work.
However, our 2019 annual results have
been impacted by a number of factors.
Our Apples division experienced a number
of challenges. Adverse weather conditions
in New Zealand led to reduced apple
volumes and smaller size apples. And
with an oversupply of non-PVR apples in
Europe, it made it difficult to get our apples
into the market. Likewise, New Zealand
tomatoes experienced a mild winter, price
volatility and an oversupply in the market.
This resulted in a disappointing financial
performance and will be a key area of focus
in the year ahead.
Throughout the year, we’ve worked
closely with BayWa, benefiting from the
collaboration and opportunities which our
global network provides. We look forward
to continuing this close partnership in
years to come.
LOOKING AHEAD
2020 will see us focused on delivering
on our commitments and continuing
our transformation to future-proof our
business. It will be the second year for our
new strategy, and we expect to see strong
momentum across the business. Key areas
of focus include:
• Subject to Commerce Commission
approval, bolstering our New Zealand
market proposition with the acquisition
and integration of Freshmax New
Zealand.
• Investing in new genetics and
partnerships.
• Continuing Envy’s™ growth trajectory.
• Executing our blueberry and grape
emerging category strategies.
• Capturing greater growth and value
across Asia.
• Embedding Kaitiakitanga in our
business.
T&G is an incredible business with great
potential, talented and passionate people
and growers, premium genetics and fresh
produce, and an unrivalled global reach.
We have a healthy future ahead of us.
The foundations laid in 2019 will help set us
up for the future, well positioned to deliver
increased value to our shareholders.
10 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
CFO REVIEW
BASTIAN VON STREIT
CHIEF FINANCIAL OFFICER
However, the overall profit for the year
has decreased by $1.7 million, from
$8.3 million to $6.6 million, largely due
to a number of items. These included
expenses of $7.1 million, comprising
transaction-related costs, costs relating
to the reorganisation of the business and
costs related to Holidays Act remediation.
The full benefit of the restructure will be
realised from 2020 onwards. Also, the
replanting of some of our orchards in
premium varieties caused a reduction of
the fair value of our biological assets in
the short term.
Additionally, the initial application of
the new lease standard (NZ IFRS 16) has
resulted in an increase in depreciation of
$15.9 million and interest expenses of $2.6
million, partially offset by a $15.3 million
reduction in lease and rental expenses.
INCREASING OPERATING
PERFORMANCE IN
CHALLENGING MARKETS
APPLES
The Apples business experienced another
challenging year, as late frost in the 2018
spring negatively impacted volumes and
sizes of New Zealand grown apples. The
result was also affected by an oversupply
of commodity varieties in the European
market resulting in the extended
availability of Northern Hemisphere apples,
with an associated impact on prices.
These effects were partly offset by a
strong performance of the North American
business and Worldwide Fruit in the United
Kingdom.
Overall, revenue for the Apples business
declined by 1% to $657.0 million. Operating
profit decreased from $27.7 million in 2018
to $19.7 million in 2019 as the division’s
overheads related to growing costs
remained constant despite lower volumes.
The decrease in operating profit was also
driven by a reduction of the fair value of
the biological assets due to the replanting
of some orchards.
INTERNATIONAL PRODUCE
The International Produce division saw
a 14% uplift of revenue, from last year’s
$266.8 million to $305.1 million in 2019.
This was largely driven by our Asian trading
business which increased its revenue by
$40.6 million as a result of significantly
increasing traded volumes, especially in
Thailand.
Additionally, both the Australian and
Pacific Island operations finished the
year strongly, offsetting unfavourable
trading conditions in our North and
South American business. The prior
year’s challenges for the Peruvian grape
operation were successfully addressed in
2019, with a resultant increase in harvested
and sold volumes.
As a result of increased revenue and
the delivery of cost savings from the
restructuring of our Australian operations,
the International Produce division
increased its operating profit from $3.3
million in 2018 to $8.1 million in 2019.
NEW ZEALAND PRODUCE
Revenue for the New Zealand Produce
business slightly declined by 2% to
$227.0 million. This was largely driven
by our tomatoes business which, due to
weather-related oversupply, experienced
lower pricing for a large part of the year.
Pressure on margins in the wholesale
business also presented challenges for the
New Zealand Produce business during the
year. Despite these impacts, cost savings
across the division saw operating profit
increase from $1.3 million in 2018 to
$3.6 million in 2019.
In 2019, T&G was able to maintain its revenue
at the previous year’s level of $1.2 billion, despite
challenges with its Apples and New Zealand Produce
businesses.
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 11
PROCESSED FOODS AND
OTHER BUSINESSES
After selling the former ENZAFOODS
business in 2018, the company’s Processed
Foods segment solely comprises the
remaining Fruitmark business in Australia
and the United States. The segment
reported an improvement of $6.9 million
in its result, with the loss from the sale of
the ENZAFOODS business impacting last
year’s operating result.
The Other business division contains
the overhead expenses not allocated
to the company’s business divisions,
and its operating loss of $15.8 million is
comparable to the previous year.
Outside of its trading divisions, T&G saw
its share of profit from associates and joint
ventures slightly increase from $3.2 million
in 2018 to $3.3 million in 2019. Other
income decreased by $2.7 million to
$3.8 million, as the prior year result
included gains from the sale of assets,
particularly the sale of the post-harvest
facility and orchards in Kerikeri.
Due to the aforementioned adoption
of NZ IFRS 16, interest expenses on
lease arrangements of $2.6 million have
increased T&G’s financing expenses, which
were partly offset by a reduction of interest
on banking facilities due to reduced
borrowings.
T&G’s overall profit for the year decreased
by $1.7 million, from $8.3 million in 2018
to $6.6 million 2019. Earnings per share
declined from 2.9 cents per share in 2018
to 0.7 cents per share in 2019.
FINANCIAL POSITION
IMPACTED BY CAPITAL
RECYCLE
Total assets increased from $753.7 million
at the end of 2018, to $854.2 million at 31
December 2019. This was primarily driven
by the adoption of NZ IFRS 16, which added
$60.1 million of right-of-use assets to
non-current assets. Other contributing
factors included additions to our fixed
assets and intangibles, as well as the
cyclical revaluation of assets, offsetting the
effect of the sales of the Mt. Wellington site
in Auckland, the Dunedin facility and the
land in Northland. Current assets increased
by $37.9 million compared to last year as
a result of higher trade receivables, partly
offset by a reduction in the fair value of
biological assets.
Total liabilities increased by $39.7 million,
reflecting the adoption of NZ IFRS 16
with additional lease liabilities of $61.6
million. The proceeds from the sale of
the Mt. Wellington site and other smaller
properties were used to reduce long-term
borrowings by $61.2 million.
The equity of the T&G Group increased by
$60.4 million, with the gain from the sale of
the Mt. Wellington site included in retained
earnings and the revaluation gains from
the cyclical revaluation included in the
revaluation reserve.
T&G’s capital expenditure during the year
was $36.4 million, up by $7.5 million on
2018. This increase related mainly to the
significant investment in new bearer plants
as part of a focus on key categories and
securing long term supply of key apple
varieties. The increase in net assets has
seen net tangible assets per share increase
from $3.08 in 2018 to $3.56 in 2019.
12 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
NORTH AMERICA
SOUTH AMERICA
EUROPE
GERMANY
UK
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We are passionate about growing healthier futures.
That’s why we insist on delivering the highest quality
fresh produce to consumers. We grow in multiple
continents across multiple time zones, sourcing the
best produce from across the world, year-round.
GROWING
HEALTHIER
FUTURES
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 13
AUSTRALIA
PACIFIC ISLANDS
NEW ZEALAND
SOUTH EAST ASIA
CHINA
JAPAN
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Our story began in Auckland, New Zealand, in 1897 when Edward Turner
started a fruit auction business which went on to become the city’s largest.
Today, we’re a kiwi-based company with a global footprint, and we’re still
keeping it fresh thanks to a team of dedicated growers, valued customers and
a passionate team of people around the world.
We are one of the largest growers of fresh produce in New Zealand and one
of the largest exporters of apples to the world, responsible for a third of the
country’s annual crop.
With a focus on technology and innovation, T&G continues to invest extensively
in new varieties while driving growth of our premium apple brands and forging
new global categories, including blueberries and grapes.
We’re proud to work alongside more than a thousand growers around the
globe. Like us, they love fresh food and thrive on growing world-class fruit and
vegetables that are helping to grow healthier futures.
OUR LOTATOES
™
HAVE
40% LOWER CARBS
THAN STANDARD POTATOES
OUR FRESH
PRODUCE IS
EATEN IN
60 COUNTRIES
ENVY
™
WAS VOTED
THE #1 APPLE
IN THE US
CONSUMER RESEARCH 2019
WE IMPORT
One Million
BOXES OF BANANAS
EVERY YEAR
BUMBLE BEES POLLINATE
OUR BEEKIST
®
TOMATOES
EVERYDAY
12,000
OUR CARDBOARD
PUNNETS REPLACE
5.5 Million
PUNNETS OF PLASTIC
FROM NEW ZEALAND
SUPERMARKET SHELVES
EVERY YEAR
WE EMPLOY
1,500 PEOPLE
IN 13 COUNTRIES
14 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
SOCIAL CAPITAL
T&G relies on strong and trusted
relationships with growers, distributors,
customers and external stakeholders
around the world to enable year-round
supply of key varieties into global
markets.
INTELLECTUAL CAPITAL
Intellectual property, including PVRs
and premium brands, and in-market
expertise are key to our competitive
advantage and future growth.
FINANCIAL CAPITAL
We invest financial capital across
our operations (including land,
glasshouses, orchards and post-harvest
infrastructure), support growers and
invest in genetics and facilities.
PHYSICAL CAPITAL
Tangible assets including land,
packhouses, cool stores, trucks,
post-harvest facilities, 12 market
locations, vehicles, equipment and
our in-market presence enables us
to supply key global markets.
HUMAN CAPITAL
A diverse, talented, global workforce,
with the best knowledge and insights,
ensures we have the skills to develop,
grow, pick, sell and deliver our produce
to the world’s consumers.
NATURAL CAPITAL
Natural resources are fundamental to
our business and future prosperity.
Soil, water, atmosphere, energy and
sunshine, and our precious pollinators
are utilised to grow healthy and
nutritious produce.
HOW WE CREATE VALUE
INPUTS
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GROWING HEALTHIER
FUTURES THROUGH
FRESH FRUIT
&
VEGETABLES
®
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 15
Growing healthier futures
LEADERSHIP
Creating a sustainable business model
creates prosperity for our growers,
employment in our communities and
year-round supply of fresh produce for
our customers.
LOYALTY
Meeting consumer and customer needs
through high quality premium produce
and brands, and the rights to unique
PVRs, drives loyalty from our customers
and consumers and enhanced returns
for our growers.
FUEL FOR GROWTH
Recycling capital is future-proofing our
business for a more sustainable future,
including improved efficiencies, stronger
yields, enhanced returns and fit-for-
purpose assets.
GLOBAL REACH
Our infrastructure gives us the scope to
drive sustainable performance across
our supply chain, and provide a secure
global network for year-round supply
of healthy produce and our premium
brands.
GREAT WORKPLACE
Creating a high performing, exciting,
global workplace that attracts the
best talent armed with the best global
knowledge, invests in its people, has
efficient processes and is a safe place
to work.
GUARDIANSHIP
Land that is healthy and continues
to support fresh produce production.
A strong focus on conserving water,
reducing our greenhouse gas emissions
and reusing resources, while providing
healthy and nutritious produce to the
world.
We grow, partner, source and supply high quality fresh produce
which is desired by consumers and customers around the world.
OUTCOMES
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GROWING HEALTHIER
FUTURES THROUGH
FRESH FRUIT
&
VEGETABLES
OUR PURPOSE
GROWING HEALTHIER
FUTURES THROUGH
FRESH FRUIT
&
VEGETABLES
16 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
OUR STRATEGIC PRIORITIES
KAITIAKITANGA
LEVERAGE STRONG
NEW ZEALAND BASE
FREE UP CAPITAL
FOR GROWTH
BUILD CAPABILITY &
PERFORMANCE CULTURE
BUILD NEW GLOBAL
CATEGORIES
REALISE GLOBAL
APPLE POTENTIAL
SIMPLIFY OPERATING
MODEL
THE WORLD’S LEADING
PREMIUM FRESH PRODUCE
COMPANY
OUR VISION
OUR MINDSETS
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 17
18 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
With its premium Envy™ and JAZZ™ brands,
and its ability to maximise opportunities
across its global network, the future
growth potential of T&G’s apple category
is significant.
The Company has two protected premium
apple varieties which trade under the
Envy™ and JAZZ™ brands. These are
exclusively licenced by T&G and grown
by the Company or under licence by 1,100
growers across multiple continents.
In 2019, T&G distributed more than 14
million cartons of apples, including Envy™
and JAZZ™, globally. Forty two percent
of this, equating to $284 million in sales
revenue, was supplied by T&G’s New
Zealand business.
To drive increased growth and stronger
customer partnerships, this year T&G
invested in building sales and supply chain
expertise in Asia and the United States
– the key growth regions for its apples
business.
By bolstering sales and marketing expertise
in the United States, an integrated
sales and marketing programme was
implemented in the last quarter of 2019.
This accelerated the growth of T&G’s
premium brands, delivering 43% growth
in Envy™ apple sales – a significant result
in a saturated market.
REALISE
GLOBAL APPLE
POTENTIAL
T&G is one of the largest exporters of New Zealand
apples to the world, with around 95% of its crop picked
and packed for international markets.
OUR STRATEGIC PRIORITIES
JAZZ™ TIME
T&G celebrates JAZZ™ Apple Anniversary
Day in Japan annually. JAZZ™ apples
are now the number one premium
imported apple in Japan.
This year, the snack-sized JAZZ™ Snackers
were launched into Asian markets with an
integrated marketing campaign,
while an even smaller apple, JAZZ™ Juniors,
were trialled in the New Zealand market
as a healthy addition to the lunchbox.
Due to the sales success of JAZZ™ Juniors,
the apple could appear on supermarket
shelves in international markets in
the future.
GROWTH OF ENVY™
Since its introduction, Envy™ has
emerged as the apple with everything:
a large apple with beautiful skin,
sweet flavour, and bright, crisp flesh,
which remains white even after
being cut.
Today, Envy™ is seen by growers,
customers and consumers alike as
arguably the best apple in the world. In the
United States, it was the fastest growing
premium apple brand in 2019, helping
grow the overall category.
This year, as part of independent research
undertaken in the United States, the apple
was ranked No.1 for flavour, texture, aroma
and appearance, after being tested against
category stalwarts. Consumers viewed
Envy™ as ‛the ideal eating experience’.
Envy™ is grown in the United States,
United Kingdom, Europe, South Africa,
South America and South Korea, as well
as in Gisborne, Hawke’s Bay and Nelson,
in New Zealand.
This year, four million cartons of Envy™
were produced and T&G’s global
production is expected to increase to
15 million cartons by 2030.
WORLD-FIRST ROBOTIC HARVEST
In a world-first, T&G trialled a robotic
harvester for the Hawke’s Bay
apple harvest in 2019, reflecting the
Company’s commitment to innovation-
led growth.
Working with US-based technology
company Abundant Robotics, of which
BayWa is an investor, the robot was used
to pick a range of apple varieties, including
the Envy™ and JAZZ™ brands. High density
planting and specific pruning methods
were used at the orchards to make them
suitable for the technology.
Developing an automated apple
harvester requires solving a number of
complex technical issues, from visually
identifying harvestable fruit and physically
manipulating it to pick without bruising, to
safely navigating the orchard.
While it may be some years before all T&G
orchards are harvested in this way, this
first pilot with Abundant Robotics is an
exciting step forward.
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 19
20 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
Commencing at the end of 2018,
development began for two new global
categories - blueberries and table grapes.
These emerging categories have a strong
future, with the strategic goal of maintaining
an advantage over global competitors and
supplying high quality, premium blueberries
and grapes 365 days of the year in key
markets around the world.
With another few years until the strategy
is fully implemented, this year production
agreements were secured with growers,
with more contracts and initiatives to be
announced in 2020.
Over the past year, the Company has also
invested in its sales team, and supply chain
and logistics within its major markets. With
additional capacity and capability, and
increased investment in marketing, T&G is
well positioned to trial new products and
extend its market and seasonal reach.
GROWING A GRAPE
BUSINESS
T&G made its move into the global grape
category under its Orchard Rd brand, with
the launch of the first grapes into South
East Asia in September 2019.
Since then, Orchard Rd grapes have
appeared in retail stores throughout South
East Asia, as well as Australia, New Zealand,
Fiji, South Korea, Japan, Taiwan and China.
As a trader, the Company has shipped
grapes to Asia for many years and is able
to take advantage of this position and
evolve into a vertical grower and marketer.
To help create a differentiated position,
new varieties are being explored,
producing grapes which grow, taste and
transport better.
Along with growers in South America and
Australia, the Company is partnering with
reputable, high-calibre growers in the
West Coast of the United States, selecting
market-leading growers who can deliver
the highest quality fruit.
BACKING BLUEBERRIES
This year, the Company made great
progress with its emerging blueberry
category, bringing together genetics,
growing, partnerships and the aggregation
of its markets and brands.
Discussions commenced with potential
grower partners in the United States,
Australia and South America, with the
view to establishing strategic sourcing
partnerships. The Company’s Orchard Rd
brand was successfully rolled out to new
markets across Asia, including Singapore
and China. And in June 2019, T&G was
one of the first companies to service the
newly opened Vietnamese market out
of the United States, with its Orchard Rd
blueberries.
The Company has continued to
commercialise its blueberry genetics as
part of its partnership with Oregon-based
Fall Creek Farm & Nursery, and Plant
& Food Research in New Zealand. This
programme is looking to provide Australian
consumers with high quality, locally-
produced blueberries at different times
of the year – thereby helping extend the
availability of blueberries in Australia.
In 2020, T&G will continue to build-
out its blueberry category with further
partnerships throughout its supply chain.
BUILD NEW
GLOBAL CATEGORIES
INTERNATIONAL
MARKETING SUCCESS
An innovative campaign for the Orchard Rd
brand was named a National Winner at the
2019 Australian Marketing Institute Awards.
Launched in 2018 in selected Australian
fruit stores, and across ALDI stores,
the Orchard Rd brand, which includes
blueberries, cherries, gold kiwifruit, citrus,
sugar plums and grapes, has had an
outstanding response from consumers.
The marketing campaign created brand
awareness, achieving outstanding sales
growth.
As part of future-proofing T&G, significant growth opportunities
have been identified by leveraging the Company’s vertical
business model into new categories.
OUR STRATEGIC PRIORITIES
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 21
22 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 23
In order to provide New Zealanders with high quality,
year-round fruit and vegetables, T&G’s New Zealand
Produce division partners with more than 700
domestic and international growers.
Favourable growing conditions throughout
2019 resulted in an abundance of supply
which adversely affected sales values
across most product groups. In the case
of tomatoes, strong volumes were available
throughout the year, resulting in high
volumes available for export markets,
but at lower prices.
Across all products market share was
maintained, with a significant increase
in volumes traded throughout the year.
However, the average price achieved per
unit on key products was around $1-$1.50
lower than the previous year.
On the other hand, the higher volumes of
produce available boosted the division’s
non-apple export businesses. Both the
Diversified Export and Pacific Island
Export business units performed above
expectations, as they benefited from
favourable exchange rates, increased
volumes of product available and high-
quality produce due to good growing
conditions.
This year T&G's Pacific Island Export
business was boosted by the opening
of the Company's third branch in Lautoka,
Fiji. This will support the growth of
T&G's business in Fiji and better service
customers.
A focus early in the year was to reorganise
management teams to provide greater
functional expertise across the New
Zealand Produce division. This resulted in
improved cost control, yields and quality
across the Company’s growing operations.
LEVERAGE
STRONG
NEW ZEALAND BASE
T&G’s recognised brands of Beekist®,
Lotatoes™ and JAZZ™ continued to perform
well, with Beekist® recognised as the
number one tomato brand in New Zealand.
The low-calorie potato brand Lotatoes™
continued to gain momentum, providing
a challenge in meeting growing consumer
demand.
A highlight of the year was winning
the inaugural Sustainability Award at
Countdown’s annual Suppliers Award.
T&G was praised for its commitment to
Kaitiakitanga. The award recognised the
Company’s efforts on recycling, sustainable
packaging, carbon reductions, reduced
waste and lower impact growing.
WITH SEASONAL
CHALLENGES COMES
OPPORTUNITY
This year, an unusual apple growing
season in New Zealand resulted in a high
proportion of small fruit. However, through
the development of JAZZ™ Juniors as an
ideal apple for lunchboxes, T&G was able to
move high volumes of the small sized fruit
and dominate the small apple category.
A successful JAZZ™ Junior market has now
been established, providing the Company
and its contract growers with an outlet
for small fruit which may have been left
unpicked in the past. Creating a higher yield
for JAZZ™ is a win-win for the environment,
consumers, growers and T&G.
ACQUISITION HELPS
JOURNEY TO BECOME
PARTNER OF CHOICE
At the end of 2019, T&G entered into
an agreement to acquire the domestic
fresh produce division of Freshmax
New Zealand.
The acquisition, which is subject to
Commerce Commission approval, is a
significant opportunity to expand and
strengthen T&G’s presence in New Zealand.
It will deliver better service to growers
and customers, provide a platform for an
enhanced supply chain, and supply the
highest quality fresh produce to customers
year-round.
OUR STRATEGIC PRIORITIES
24 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 25
SIMPLIFY
OPERATING
MODEL
T&G has made a number of acquisitions and
divestments in recent years which resulted in
inefficiencies in some parts of its business.
At the same time, as the grower base
and consumer market increases, the
Company’s historical trading model is
facing increasing pressure.
To help address this, in 2019 T&G was
reorganised to deliver efficiencies and
get closer to markets and customers.
In-market expertise was boosted, and
changes in Information Technology will
lead to more robust data and analytics to
help inform better decisions.
Project Reshape was also initiated.
By standardising and simplifying the way
the Company does business, the project
will remove complexity for growers,
customers and employees. Going forward,
continued investment in automation and
standardisation will continue.
During the year, low returning or non-core
assets were divested to free up capital
for growth. This included the sale and
subsequent leaseback of the Company’s
Mt Wellington site in Auckland.
OUR STRATEGIC PRIORITIES
26 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
In order to ready the business for future
growth, the Company needs the right
structure and leadership to move the
business forward.
During the first quarter of 2019,
T&G underwent a significant structural
change as it reset the operating model
and aligned the broader leadership teams
with the new executive team structure,
which had been set in late 2018.
The restructure removed duplication of
roles and created functional heads for
both the global and New Zealand Produce
businesses.
A key focus of the year has been
recruiting external talent to build skills
and capabilities in a number of strategic
areas: category management, sales and
operational planning (matching supply to
demand), and continuous improvement.
At the same time, the Company has
bolstered the resources and scope of
its critically important genetics and IP
management function.
In the second quarter, the Company
focused on performance and leadership
development for around 60 senior leaders
across the business.
A performance management philosophy
focusing on key performance goals was
introduced, along with a Reward and
Recognition programme to reward people
who are delivering against strategic
and cultural objectives, including the
Kaitiakitanga aspirations.
In the third quarter, T&G introduced a
targeted programme focused on building
a performance-oriented culture.
With many company-owned orchards and
glasshouses in New Zealand, T&G employs
a relatively high number of seasonal
workers who come to the country under
the Recognised Seasonal Employer (RSE)
scheme.
RSE workers are critical to the operations of
T&G and are employed throughout growing
operations in New Zealand. The Company
provides accommodation and pastoral
care for the workers and encourages their
community and cultural activities.
Many of the RSE workers are into their
eighth or ninth season with T&G. Their
earnings, along with their skills and
knowledge, are often reinvested back into
building new enterprises in their home
villages in the Pacific Islands.
BUILD CAPABILITY
AND PERFORMANCE
CULTURE
Creating a high-performance culture where everyone
is in the right role, has the right skills, and is focused
on delivering the business strategy has been a major
focus in 2019.
OUR STRATEGIC PRIORITIES
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 27
FROM A SMALL SEED
TO BIG SUCCESS
Being out of the workforce for 20 years,
Keri-ann Rapira found the thought of
getting a job after such a long time out of
work daunting. For over three years, she
has now been working at the T&G Evenden
Road orchard, after entering the Company’s
SEED programme.
SEED is a programme helping Hawke’s
Bay locals, many of them solo parents,
back into work. The joint project, with the
Ministry of Social Development, has been
running for the past eight years, helping
break the cycle of unemployment and get
locals back into work.
Another SEED member, Dani Gibson had
been raising her two children at home but
wanted to get back into work. Through
the programme, working on T&G orchards
and in a packhouse, she was given the
opportunity to work flexible hours so
she was able to drop off and pick up her
children from school. Four years later, Dani
is a Compliance Administrator for the New
Zealand growing team and loves her job.
SEED offers flexible working hours
and wrap-around support, which is key.
The programme also enables access to
a health nurse, literacy and numeracy
training, and computer skills.
Around 1,000 seasonal workers work at
T&G during peak season, with over 100
having participated in the SEED programme
over the past eight years. The remainder
are made up largely of locals and RSE
workers.
FAREWELL TO
BRUCE BEATON
Following the merger of T&G and family-
owned Apollo Apples in 2014, and after
20 years in the apple industry, Bruce
Beaton finished working with the Company
in late 2019.
Bruce made a huge contribution to the
apple industry over the past two decades.
His industry knowledge and experience,
along with the respect he commands in the
industry, has been greatly valued by T&G,
and we wish him well in the future.
T&G's Kristen Nash (left) and Maurice Windle (back right) with SEED programme participants.
28 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 29
The 5.8 hectare Mt Wellington site in
Auckland, which includes a significant
logistics centre, trading market and
corporate office, was sold to Goodman
Property in September 2019. Planning
work is underway on future property
requirements.
Other New Zealand divestments included
the sale and leaseback of a cool store in
Dunedin and land in Northland.
This divestment programme has enabled
the business to reinvest in capability and
infrastructure to support future growth
opportunities.
In 2019, T&G invested significantly in its
people. A new senior executive team was
assembled over the year to provide the
bench-strength and expertise to implement
the Company’s strategic agenda.
Significant investment into the wider
leadership group has begun, with new
high-performance frameworks providing
the business with the capabilities it needs
to excel in the future.
The Company has also invested in its
intellectual capital, securing PVRs. T&G has
rights to several premium PVRs, including
JAZZ™ and Envy™, and is continuing to
invest in new varieties - the building blocks
of future global growth.
Blueberries are an emerging global
category and a key strategic priority for
T&G. To support the significant growth
potential, the Company is looking into
strategic partnerships with plant breeders
and large-scale global growers, so it
can secure exclusive rights to the best
varieties. T&G is focused on bringing the
best blueberries to the world and creating
consumer demand through strong brands.
A number of new cultivars of blueberries,
licensed from Fall Creek Farm & Nursery in
Oregon, USA, and Plant & Food Research
in New Zealand, are part of large-scale
commercial trials in Australia. Full
production of these cultivars is expected
in 2020.
FREE UP CAPITAL
FOR GROWTH
From left to right, Moisés González (a berry fruit breeder), Peter Landon-Lane (T&G),
Janice Turner (Berry Fruit Team Leader) and David Hughes (CEO Plant & Food Research)
discussing new blueberry cultivars.
To provide necessary fuel for growth, T&G freed up
capital in 2019 by selling low returning or non-core
assets.
OUR STRATEGIC PRIORITIES
30 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 31
KAITIAKITANGA
CARBON
NEUTRAL
PROTECT &
CONSERVE
OUR HABITATS
ZERO
WASTE TO
LANDFILL
SOCIALLY
RESPONSIBLE
SOURCING
RESPONSIBLE
PACKAGING
PROTECT
& GROW
LOWER INPUT,
SMARTER
GROWING
HEALTHY
COMMUNITIES
Kaitiakitanga is an integral part of how T&G does business.
For T&G, it means treating the land, people, produce, resources
and community with the greatest of respect and care, as guardians
of their future. It was introduced as a key strategic pillar in 2018
and holds great significance for the culture at T&G.
Kaitiakitanga is guided by eight aspirations:
OUR STRATEGIC PRIORITIES
REDUCING CO
2
EMISSIONS
Removing refrigerants with high global
warming potentials (GWP) and reducing
leakage from market floors is a key
component of the Company’s emissions
reduction strategy.
In 2019, T&G achieved a 66% decrease in
CO
2
emissions from refrigerant leakage,
compared to 2017. A replacement strategy
for high GWP refrigerants has been
developed and in 2019 the Company
completed replacements at the Pukekohe
packhouse and Mt Wellington market floor.
Another initiative T&G is implementing
across its New Zealand sites is the
replacement of LPG forklifts with electric
forklifts. There are now 43 electric forklifts,
with only 14 LPG forklifts remaining on
sites where higher load capacities are
required.
The aspiration and targets follow the climate strategy developed by the BayWa Group.
The BayWa Group was guided by the Intergovernmental Panel on Climate Change (IPCC)
Special Report on 1.5°C global warming and the criteria of the Science Based Targets
Initiative of 2018.
The climate strategy comprises four climate targets which are relevant to the operations
of T&G:
CO
2
EMISSIONS
• Reduce CO
2
emissions (Scope 1 and 2
*1
) by 22%, compared to 2017, by 2025
• Carbon neutrality (Scope 1 and 2) by 2030
RENEWABLE ELECTRICITY
• Use of 100% renewable electricity by the end of 2020
ENERGY CONSUMPTION
• Reduce energy consumption by 11%, compared to 2017, by 2025
To achieve these targets, T&G is implementing a strategy focused on energy efficiency,
replacing fossil fuels with renewable energy alternatives, and ensuring electricity
is sourced from renewable energy.
*1. Under the Greenhouse Gas (GHG) Protocol of the World
Resources Institute and the World Business Council for Sustainable
Development, Scope 1 and 2 emissions are:
• Scope 1: Direct GHG emissions from sources owned or
controlled by the company. For example, emissions from
combustion of fuel in vehicles owned or controlled by the
company.
• Scope 2: Indirect GHG emissions from the generation of
purchased energy (in the form of electricity, heat or steam)
that the organisation uses.
CARBON
NEUTRAL
T&G’s Carbon Neutral aspiration aims to limit global
warming with reduction targets for CO
2
emissions
and energy consumption.
KAITIAKITANGA
32 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
REDUCE ENERGY
CONSUMPTION
Progress is being made in reducing the use
of energy across the business, from lighting
to refrigeration to glasshouse heating.
T&G invested $1.4 million in replacing
end-of-life automation equipment at its
apple packhouse operations in Whakatu
in the Hawke’s Bay, as well as investing
$480,000 in new sealing technology for
controlled atmosphere rooms in the
cool store facility. These investments are
expected to deliver an energy reduction
of up to 10% for the site.
Process changes have been made to
reduce the refrigeration load and energy
demand in the storage of late season fruit
across Hawke’s Bay sites. These changes
have delivered electricity savings of
approximately $80,000 in the last quarter
of 2019. The Company has also invested in
new rapid roller door technology to further
reduce electricity demand, minimising loss
of refrigerated air, improving temperature
maintenance, and providing greater quality
control.
FROM WASTE TO ENERGY
Every year, in excess of 327,000 tonnes
of food waste and organic products go to
landfill in New Zealand. Approximately a
third of all waste sent to landfill is organic
matter. With over 134 consented landfills
in New Zealand, this presents a sizeable
opportunity to turn it into biogas and use it
as an energy source, and at the same time
reduce carbon emissions.
To source renewable energy, T&G is
working with Ecogas LP, who are building
and operating New Zealand’s first
commercial-scale, fully-integrated, biogas-
to-energy plant, also referred to as an
anaerobic digestor facility.
The facility will take more than 50,000
tonnes of food waste and 20,000 tonnes
of commercial organic waste and convert
this into biogas and biofertiliser.
The proposed Reporoa anaerobic
digestor facility will be built on T&G
owned land, in proximity to its tomato
glasshouse operation, however accessed
independently and operated in isolation
from T&G’s current operations. T&G would
buy the renewable energy from Ecogas and
supply its own organic waste back to the
facility, both at commercial terms.
The Ecogas anaerobic digestor would
also support T&G’s sustainability and low
emissions targets, by using biogas as a
renewable energy supply for glasshouse
heating and producing CO
2
to enhance
growing conditions.
GROWING PRODUCE
IN THE FACE OF A
CHANGING CLIMATE
As the climate changes, T&G is also actively
pursuing strategies to respond to climate
change.
The increasing number of extreme weather
events in New Zealand and abroad, such
as hail and storms, are an immediate
challenge for T&G’s growing activities.
Damage from storms and flooding can
impact crop quality, power networks,
transport routes and irrigation equipment.
Sudden power outages can destroy an
entire crop through physical damage,
lack of irrigation or damage produce
in cool stores.
The strategies T&G is pursuing are:
1. Adapt and mitigate risk by investing
in infrastructure, such as protective
netting or water recycling, to increase
self-sufficiency and protect against
adverse impacts;
2. Implement innovative growing
solutions, such as breeding new
varieties to cope with hotter or
dryer conditions.
APPLES BRED FOR
HOT CLIMATES
T&G has joined Plant & Food Research, the
Institute of Agriculture and Food Research
Technology (IRTA) and Fruit Futur as the
exclusive partner for the commercialisation
of new apple cultivars, designed specifically
to tackle challenges such as sunburn,
colour and firmness, associated with a
hotter global climate.
The Hot Climate Programme (HCP) was
initiated in 2002 by Plant & Food Research
and IRTA to address challenges that were
being experienced by Spanish growers,
particularly those of the Catalan region,
with traditional apple and pear varieties.
As the global climate continues to change,
it was recognised that other apple growing
regions would begin to experience these
issues, and that varieties developed for
these niche environments would be in
increasing demand worldwide.
Several new varieties have been
identified in the HCP with potential for
commercialisation, and the programme
partners have selected T&G as the
preferred partner for managing the
commercialisation of the varieties
worldwide.
These hot climate-tolerant new varieties
will ensure that consumers continue to
enjoy crisp, tasty apples and that growers
have a promising option to keep producing
apples and make a living despite
climate change.
From left to right, Andrew Keaney (T&G) and Minister Shane Jones, announcing
Provincial Growth Funding to develop the biogas project at T&G’s Reporoa site.
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 33
GROWING TOMATOES WHILE
REDUCING LANDFILL WASTE
The Company is trialling and implementing
initiatives to deliver on its target to reduce,
reuse or recycle its resources, and send
zero waste to landfill by 2025.
As New Zealand’s largest producer of
tomatoes, growing 12 million kilograms
each year, T&G is testing commercially
compostable string alternatives to find
the best solution to replace the metres of
plastic string used to keep the 12-metre
high tomato vines upright in glasshouses.
INVESTIGATING
CROP WASTE
To help achieve T&G’s zero waste goal,
the Company investigated food (crop)
waste volumes and improvement
opportunities at tomato growing and
root vegetable packing operations.
Tomato production waste (which is sent
to compost) was found to sit within the
industry standard of 2 to 5%. This waste is
derived from cropping and fruit dropping
to the ground, as well as T&G's quality
requirements. T&G is actively working to
further reduce this, including exploring
opportunities for lower grade fruit. These
actions have the additional benefit of
contributing to T&G’s carbon neutral goal.
Food waste is a very small part of T&G’s
carbon footprint.
HAWKE’S BAY PACKHOUSE
HEADS TOWARD ZERO
WASTE
Staff at T&G’s packhouses in Whakatu,
Hawke’s Bay, are on a mission to reduce
waste from their operations and implement
circular systems for resources. Within the
first month, the site reduced the use of
daily hair nets by two-thirds, increased
paper recycling, and doubled tray reuse in
the packhouse. Tray wastage has declined
from 5,000 trays to 2,355 per month.
In the staff cafeteria, utensils are
compostable, cardboard packaging has
replaced plastic, and empty milk bottles
are recycled into fence posts. Individual
rubbish bins in the offices have been
removed, and more than 3,000 plastic bin
liners used each year have been replaced
by compostable bags.
Resource waste is a growing global concern. With
a broad business spanning growing, packing and
distribution, there are multiple locations that create
food and packaging waste which can be reduced,
reused and recycled. T&G is committed to finding
sustainable solutions where it can.
ZERO
WASTE TO
LANDFILL
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34 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
Following a packaging audit of T&G brands,
it was found that 46% of T&G’s packs (by
SKU) are recyclable and 29% are made
from renewable resources. The Company is
actively working with customers, suppliers
and in-market teams to identify alternatives
to the non-renewable packs and implement
those across its brands.
BEING RESOURCE EFFICIENT
WITH PACKAGING
T&G supplies loose apples in wooden
bulk bins to several markets, including the
United Kingdom, however it is becoming
increasingly difficult to find second use
opportunities for wooden bins in-market.
To address this, the Company has begun
trialling collapsible plastic bins. These bins
are returned for re-use to help minimise
waste in the supply chain. T&G hopes
to extend the bin return and re-use trials
in its United States and Asian markets
in 2020.
EMBRACING LOW IMPACT
MATERIALS
JAZZ™ apple prepack Snackers (1kg) and
newly launched JAZZ™ Juniors 6 packs
have transitioned to PEFC-certified
cardboard punnets and trays.
PEFC is the Programme for the
Endorsement of Forest Certification and is
a leading global alliance of national forest
certification systems which promotes
sustainable forest management through
independent third-party certification.
T&G is transitioning all of its global grape
shipping cartons from styrofoam to fully
recyclable corrugated cardboard. Orchard
Rd started with the majority of its United
States grapes when it launched in Asia, and
this will be followed by the Australian and
South American grape seasons.
QUARTERLY PACKAGING
FORUM
T&G has established a quarterly internal
packaging forum. The forum aims to better
understand current packaging materials,
share global innovations in produce
packaging, and provide a forum to discuss
market pressures and opportunities.
CONSUMER AWARENESS
T&G was identified as a brand leader in
sustainability in the 2019 Colmar Brunton
Better Futures Report.
The report is an annual survey of attitudes
towards sustainability, and highlights
the value New Zealanders place on their
natural environment. Of the 1,000 people
surveyed, when prompted, 68% named
T&G as a brand leader in sustainability.
An example of the Company’s commitment
to sustainability was the 2018 introduction
of new cardboard punnets for its Beekist®
tomato brand, removing 5.5 million plastic
punnets from supermarket shelves - or 100
tonnes less plastic that Kiwis take home
every year.
Packaging is vital for protecting fresh produce and
keeping it safe and fresh. It is also a component of
T&G’s direct and indirect waste.
The Company aims to minimise the impact of
packaging by being resource efficient and embracing
low impact materials made from renewable and
recyclable resources.
RESPONSIBLE
PACKAGING
PERCENTAGE OF PACKS (SKUS)
THAT ARE RENEWABLE
RENEWABLE ONLY
RENEWABLE &
NON-RENEWABLE
NON-RENEWABLE ONLY
UNKNOWN
58%
29%
8%
5%
PERCENTAGE OF PACKS (SKUS)
THAT ARE RECYCLABLE
RECYCLABLE
CONDITIONALLY
RECYCLABLE*
NON-RECYCLABLE
UNKNOWN
27%
46%
20%
7%
®
*Recycling facilities exist but are not available curbside.
KAITIAKITANGA
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 35
PROMOTING THE USE OF
BENEFICIAL INSECTS
Insects, such as whitefly, are an ongoing
threat to the health of tomato plants. To
reduce whitefly populations and increase
local populations of beneficial insects
(enemies of whitefly), the Company
has planted ‘insectary’ plants, including
Buckwheat, Phacelia and Alyssum.
Insectary plants are plants with high
volumes of quality nectar or pollen which
make them highly attractive food sources
for beneficial insects. These plants are
being established on land surrounding
tomato glasshouses to attract a diversity
of beneficial insects and increase their
population, longevity and effectiveness.
Inside the glasshouses, a small innovation
is making a big difference. Yellow bug
tape has been used as a natural deterrent
directly above the crops for some time and
now additional tape is being placed at the
end of the rows of crop to target whitefly,
which has already led to a notable decrease
in populations.
T&G is committed to lower impact and smarter growing
by harnessing innovation and increasing efficiencies
with its resources. To do this, the Company is currently
focused on three key areas: promoting and increasing
the use of beneficial insects; increasing water use
efficiency; and improving soil quality and structure.
INCREASING WATER
SELF-SUFFICIENCY
A number of T&G’s glasshouses utilise
water capture systems from the roof,
coupled with water recycling systems to
minimise their demand for water.
In 2019, as part of a continued focus
on water self-sufficiency, the Ohaupo
glasshouse invested in a water reservoir
on-site. This enabled the site to minimise
water required from the local water
scheme and supported its ability to recycle
water from the glasshouse.
LOWER INPUT,
SMARTER
GROWING
Buckwheat growing at T&G's
tomato glasshouses.
KAITIAKITANGA
36 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
T&G protects its waterways by using
barriers, setbacks, buffers and riparian
planting, and protects local biodiversity
by implementing integrated pest
management, supporting pollination
services and bee-safe protocols.
INTEGRATED PEST
MANAGEMENT
Its orchards utilise Integrated Pest
Management technology. This reduces the
application of agrichemicals by spraying
only when the number of pests exceeds
prescribed thresholds, thereby minimizing
the risk of the pest adapting to the spray
and protecting local biodiversity. The
pesticides used do not harm natural
predators of the targeted pests, and
monitoring is undertaken for the presence
of pests and diseases on the crops.
In 2019, T&G made further improvements
to its approach for controlling apple leaf
curling midge, a pest to New Zealand
apples. The approach involves luring
midge directly to an insecticide by applying
pheromones at the base of each tree. If the
results from these trials are positive, the
Company hopes to further reduce usage of
agrichemical control for the pest.
To improve the utilisation of pollination
services, T&G supported Plant & Food
Research to assess the role insects
(other than managed honeybees) play
in the pollination of New Zealand apple
orchards. Pollinator diversity is known
to improve yields in many crops because
different insects can be more active when
honeybees aren’t active. Utilising T&G’s
JAZZ™ orchards in the Hawke’s Bay and
Nelson, the study found the presence of
bumble bees, other bee species, flies and
beetles. The next steps will assess their
efficiency as pollinators and determine
whether there are potential strategies
available to boost their numbers.
T&G’s business relies on healthy soil and waterways,
so protecting and giving back to the land is critical.
A key part of this is land management which supports
biodiversity. The Company’s target is to keep its water
clean and pollinators healthy.
PROTECT &
CONSERVE
OUR HABITATS
KAITIAKITANGA
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 37
Shane O'Brien (T&G) fourth from left, visiting banana growers in Ecuador.
T&G is aware that socially responsible
sourcing is an increasingly important
commercial driver for large retailers. While
price and fruit quality remain the leading
considerations for buyers, increasingly,
they look at sustainable environmental and
labour practices.
THIRD PARTY CERTIFICATION
IN SUPPLY CHAIN
Several years ago, the T&G New
Zealand apple business achieved Sedex
membership for all packers. Sedex
supports companies to improve their
responsible and sustainable business
practices, and to source responsibly.
This year, the Company has increased
the number of growers utilising Sedex to
meet customer requirements for both the
Self-Assessment Questionnaire and Farm
Sustainability Assessment compliance
under Sedex.
Over the past two years, T&G has also
ensured all apple growers have GRASP
certification. The Company proactively
works with its customers to meet their
certification requirements.
BEYOND CERTIFICATION –
ACTIVE ENGAGEMENT WITH
SUPPLIERS
In November 2019, T&G’s Head of Imports,
Shane O’Brien, visited the All Good
Organics banana growers in El Guabo,
Ecuador.
All Good Organics is a New Zealand
organisation that has been importing
sustainably grown bananas directly from
small, independent growers for nine years.
Through All Good Organics, New Zealand
consumers pay a small premium for the
bananas which is returned to the grower
communities to fund social projects.
During the trip, Shane and the All Good
Organics founders visited grower farms,
met their families and witnessed first-hand
the positive impact that the social projects
are having on the communities. The
New Zealand group visited Escuela fiscal
mixta Francia, a school that the All Good
Fairtrade Premium has supported. The
visit was marked with the opening of a new
classroom. Other key social projects visited,
included a plastic recycling centre and a
bio plant - a site that manufactures organic
pesticide made from natural resources.
Socially responsible sourcing is caring for the welfare
and safety of all workers across the supply chain. It’s
about being aware of the impact a business has on
the world beyond its own operations, and making
sure products and services are produced and sourced
ethically and sustainably throughout each level of the
supply chain.
SOCIALLY
RESPONSIBLE
SOURCING
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38 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
To help achieve this, in 2019 the Company
commissioned an independent WorkSafe
SafePlus review, which highlighted a range
of improvement areas with a particular
focus on the identification and mitigation
of key risks. At the same time, T&G also
internally reviewed its health and safety
performance and supporting framework.
The Company has since reset its health and
safety strategy based on these findings and
developed a roadmap for improvement.
The new strategy is focused on three key
areas: leadership, worker engagement and
risk management.
The ‛CARE’ programme, which is focused on
safety conversations, was introduced in the
second half of 2019. This is the first module
in an on-going programme to deliver
meaningful behavioural change throughout
the organisation and will be followed by
further modules in 2020, including incident
management and investigation.
This year, T&G also introduced a new
leadership development programme,
high performing culture principles and
reinstated key performance indicators.
Health and safety is a performance goal
metric for all operational leaders.
It also introduced autosense cameras to a
number of its truck fleet, helping its truck
drivers get home safely. The cameras can
sense if a driver’s eyes are off the road
for more than four seconds or closed for
more than one and a half seconds, alerting
the driver by vibrating the driver’s seat
and making an alarm-sound to regain
the driver’s attention. Following the trial,
the cameras will now be rolled out across
T&G’s entire fleet.
For T&G, safety is not a compliance and
process-driven exercise, it’s a change in
people’s behaviour to ensure that safety
is everyone’s responsibility.
1
Lost time injury frequency rate (LTIFR) = number of LTIs/number of hours worked x 200,000.
2
LTI = Lost time injury, MTI = Medical treatment injury, RWI = Restricted work injury
3
Total recordable injury frequency rate (TRIFR) = number of LTI+MTI+RWI/ number of hours worked 200,000
T&G is committed to addressing health and safety
as a critical priority. It is unwavering in its focus that
everyone gets home safely, every day.
20182019
LOST TIME INJURIES134137
LTIFR
1
6.27.2
RECORDABLE INJURIES
(LTI+MTI+RWI)
2
214190
TRIFR
3
9.89.9
PROTECT
& GROW
KAITIAKITANGA
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 39
The Company partners with a range of
community groups and programmes to
promote healthy nutrition and distribute
fresh produce to communities-in-need.
T&G is a proud supporter of the following
initiatives:
• 5+A Day, a charitable trust that runs a
nationwide education and promotional
campaign in New Zealand to encourage
more fresh fruit and vegetables as part
of a daily diet.
• Waste Not Kitchen. This Trust provides
healthy, nutritious soups for New
Zealand Women’s Refuges. T&G
contributes fresh vegetables to the
Trust’s kitchen for the soups.
• KiwiHarvest collects surplus food from
growers, retailers and wholesalers,
including T&G, and distributes it to
New Zealand families-in-need.
• Garden to Table is a charity that works
with thousands of New Zealand primary
school children, helping them discover
a love for fresh food by learning how
to grow, harvest, prepare and share
fresh, seasonal food. T&G is a national
supporting partner of Garden to Table.
The Company also supports the growing
horticulture industry and helps nurture
young talent via sponsorship of various
events and awards, such as the annual
Young Horticulturist of the Year and
Horticulture New Zealand’s Grower of the
Year awards.
SUPPORTING COMMUNITIES
T&G provides its employees with a
volunteer day per year to support their
community. In 2019, this opportunity was
supported by a number of employees who
took up the opportunity to help a cause
they’re passionate about.
FEEDING FAMILIES
T&G’s Australian team used their volunteer
day to pack food boxes for Foodbank
Australia. The charity is Australia’s largest
hunger-relief organisation, servicing over
2,600 charities and enabling them to provide
food to 710,000 people every month.
The team packed 13,862 kilograms of
food orders. That’s equivalent to
approximately 24,978 meals - or feeding
a family of four three meals a day, for over
five and a half years.
Every week, the Company provides fresh fruit and
vegetables to more than 120,000 New Zealand school
children in regions of high social and health need via
the Ministry of Health’s Fruit in Schools Programme.
That’s more than 23 million servings of fresh fruit
and vegetables every year. The weekly contribution
is part of T&G’s commitment to growing healthier
communities.
HEALTHY
COMMUNITIES
KAITIAKITANGA
40 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 41
42 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
PROF. KLAUS JOSEF LUTZ
CHAIRMAN & NON-INDEPENDENT DIRECTOR
Director since April 2012
Prof. Klaus Josef Lutz has been Chief Executive Officer of BayWa
Aktiengesellschaft (BayWa) since July 2008. He began his career
initially as a lawyer but soon assumed managerial positions in a
number of different sectors which enabled him to gain extensive
experience, above all in the restructuring and development of
companies.
He is a member of the supervisory boards of a number of listed
and private companies including Euro Pool System International
B.V. (chairman), RWA Raiffeisen Ware Austria AG, Unser Lagerhaus
Warenhandelsgesellschaft m.b.H and Giesecke & Devrient GmbH
(chairman).
In 2013, Prof. Lutz was appointed as an honorary professor of
Managerial Economics of Co-operative Societies at the Technische
Universität München.
BOARD OF
DIRECTORS
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 43
BENEDIKT MANGOLD
NON-INDEPENDENT DIRECTOR
Director since September 2019
Benedikt Mangold joined BayWa in 2011,
working initially in the Agricultural
Equipment Business Unit. In 2016, Benedikt
moved to New Zealand, working for T&G
Global Ltd as an export trader before
moving into the role as Head of Strategic
Planning and Transformation for T&G's
International Business Unit. Since returning
to BayWa in early 2019, Benedikt has been
recently appointed Head of Global Produce
at BayWa AG.
Mr Mangold is a director of Al Dahra BayWa
Agriculture LLC and Afrupro Investments
(Pty) Ltd.
CAROL CAMPBELL
INDEPENDENT DIRECTOR
Director since June 2010
Board committees: Chair of the Finance,
Risk and Investment Committee, Member
of the Human Resources Committee.
Carol Campbell is a Chartered Accountant
and Chartered Member of the Institute
of Directors. She was a partner at Ernst
& Young for over 25 years and has been
a professional Director for the last nine
years. Carol has extensive financial
experience and a sound understanding
of efficient board governance.
She is a director of NZ Post Limited,
Kiwibank Limited, Asset Plus Limited,
Chubb Insurance Limited and a number
of other private companies.
ANDREAS HELBER
NON-INDEPENDENT DIRECTOR
Director since April 2012
Board committees: Member of the Finance,
Risk and Investment Committee.
Andreas Helber has been BayWa’s Chief
Financial Officer since 2010. Mr Helber
began his career at KPMG in Munich where
he qualified as a tax consultant
and auditor.
Mr Helber is a member of the supervisory
boards of a number of private and
listed companies including R+V
Pensionversicherung AG, RWA Raiffeisen
Ware Austria AG, and Unser Lagerhaus
Warenhandelsgesellschaft m.b.H.
MAU WAH LIU
NON-INDEPENDENT DIRECTOR
Director since April 2017
Mau Wah Liu has more than 30 years of
experience in the produce industry and
enterprise management. In 1998, he
founded Golden Wing Mau Enterprise
Development Co. Ltd. He is the Chairman
of Golden Wing Mau Agricultural Produce
Corporation (Joy Wing Mau Group), which
he established in 2003.
Mr Liu has won numerous industry
honours and awards including receiving the
China Fruit Marketing Association Award –
Person of the Year in 2016.
RALF TOBIAS PRISKE
NON-INDEPENDENT DIRECTOR
Director since December 2017
Board committees: Member of the Human
Resources Committee.
Ralf Tobias Priske started working for
BayWa in 1998 as a member of the legal
department providing advice to the
various branches of the Company and
had a leading role in the acquisition of the
majority of the shares of T&G by BayWa
in 2012. From 2013 to 2015 he worked for
the renewable energy sector of the BayWa
Group as Deputy Legal Counsel focusing on
establishing the renewable energy business
in the US.
In July 2015 Mr Priske was appointed
as BayWa’s Company Secretary.
He is a director of Al Dahra BayWa
Agriculture LLC.
ROB HEWETT
INDEPENDENT DIRECTOR
Director since August 2018
Board committees: Chair of the Human
Resources Committee, Member of the
Finance, Risk and Investment Committee.
Rob Hewett is also chair of Farmlands
Co-operative Ltd, co-chair of Silver Fern
Farms Ltd and director and immediate past
chair of Silver Fern Farms Co-operative
Ltd. He is a director and chair-elect of
Pioneer Energy Ltd, a director of Southern
Generation Partnership Ltd, Pulse Energy
Ltd and the Lincoln University Council.
Mr Hewett holds a Master’s Degree in
Commerce and Marketing (Hons), a BCom
(Ag) Economics and is a chartered member
of the New Zealand Institute of Directors.
He won the 2019 Outstanding Contribution
to New Zealand Co-operatives award.
44 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
ROLE OF THE BOARD
The Board is responsible to shareholders
for the performance of the Company,
which includes setting the objectives
and the strategies for achieving those
objectives, identifying significant areas of
business risk and implementing policies
to deal with those risks, setting the overall
policy framework and monitoring the
continuing performance of the Company
and its management. The Board also
ensures that procedures are in place to
provide effective internal financial control.
Responsibility for the day-to-day
management of T&G is delegated by the
Board to the Chief Executive Officer (CEO).
The Board is committed to act with integrity
and expects high standards of behaviour
and accountability from all staff members.
BOARD MEMBERSHIP
There are no executive directors across the
Board but a broad mix of skills and industry
experience relevant to the guidance of the
Company’s businesses. Mrs C.A. Campbell
and Mr R.J. Hewett are independent
Directors for the purposes of the NZX
Listing Rules.
CONDUCT OF THE BOARD
The Board has adopted a formal Code
of Ethics which sets out the expected
standards of professional conduct of its
members.
The Board meets at regular intervals and
conducts its affairs to ensure matters
can be discussed openly, frankly and
confidentially. Any potential conflicts of
interest relating to Directors are identified
and disclosed. Affected Directors are
usually not permitted to vote on any
related matter where a conflict exists.
The Board operates a code of conduct
that forbids Directors and other affected
parties to deal in the Company’s shares
at any time when they are in possession
of insider information and during periods
which are deemed by the Board to be
‘closed’ periods. These closed periods
customarily include the end of the six and
12 month reporting cycles, and until such
time as profit announcements have been
publicly disclosed. Closed periods include
any additional period when the Board is
engaged in matters that are likely to have
an impact on the market value of the
shares.
BOARD ACCESS TO ADVICE
All Directors have access to the advice
and services of the Secretary to the
Board and the Board has established a
procedure whereby Directors and Board
Committees have the right, in connection
with their duties and responsibilities, to
seek independent professional advice at
the Company’s expense, with the prior
approval of the Chairman.
Independent professional advice includes
professional legal and financial advice,
but excludes any advice on the personal
interests of a Director. The Board regularly
invites key managers and Executives to
attend and present at Board meetings,
and interaction with Directors is routinely
encouraged.
BOARD COMMITTEES
The Board has two constituted
Committees, the Finance, Risk and
Investment Committee (FRIC) and the
Human Resources Committee (HRC), both
of which operate under Board approved
charters.
The FRIC meets at least three times per
year and is responsible for overseeing
compliance with statutory financial
regulations and related responsibilities,
ensuring that effective systems of
accounting and internal control are
established and maintained, overseeing
internal and external audit, and liaising
with T&G’s independent auditors. This
Committee is chaired by Mrs C.A. Campbell,
and comprises Mr R.J. Hewett and Mr
A. Helber. The FRIC members also meet
separately with the auditors as required.
The HRC is responsible for reviewing,
approving and monitoring T&G’s Health
and Safety Policy, Strategy, Annual Plan
and programme of work. This ensures the
health and safety of all those who work for
or come into contact with T&G. Additional
responsibilities include ensuring that
the remuneration strategy, policies and
practices reward fairly and responsibly
with a clear link to T&G’s strategic
objectives and corporate and individual
performance; and assisting the Board in
The Board is the governing body of T&G Global Limited
(the Company) and its subsidiary companies (T&G).
CORPORATE GOVERNANCE
succession planning for the CEO and senior
management positions which identifies and
targets individuals for development. This
Committee meets at least four times per
year and comprises Mr R.J. Hewett (chair),
Mrs C.A. Campbell and Mr R.T. Priske.
The Board has not at this stage established
a Nominations Committee owing to a belief
that director appointments are of such
significance that they should be a direct
responsibility of the full Board. This matter
is kept under review.
INTERESTS REGISTER
The Company and each subsidiary of the
Company are required to maintain an
interests register in which particulars of
certain transactions and matters involving
the Directors must be recorded. The
interests registers for the Company and its
subsidiaries are available for inspection at
its registered office.
Details of all matters that have been
entered in the interests register of the
Company by individual Directors during
the year are outlined in the statutory
information section of these accounts, and
should be read in conjunction with the
individual Directors’ profiles.
T&G MANAGEMENT
STRUCTURE
T&G’s organisational structure is focused
on its five business divisions being Apples,
International Produce, New Zealand
Produce, Processed Foods and Other.
These operations are managed separately
with direct reporting to the CEO and to the
Board which exercises overall control.
RISK IDENTIFICATION
AND MANAGEMENT
T&G has adopted a system of internal
control, based on written procedures,
policies and guidelines. To reinforce this, an
internal audit function exists that reports to
the Board through the FRIC.
The Board acknowledges that it is
responsible for the overall internal
control framework. In discharging this
responsibility the Board has in place
a number of strategies designed to
safeguard T&G’s assets and interests and
to ensure the integrity of reporting.
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 45
Procedures are in place to identify areas of
significant business risk and to remediate
and effectively manage those risks. As
required, the Board obtains advice from
external advisors.
While the Board acknowledges that it
is responsible for the overall control
framework of T&G, it recognises that no
cost effective internal control system will
preclude all errors and irregularities.
DIRECTORS’ AND
OFFICERS’ INSURANCE
The Company has arranged directors’
and officers’ liability insurance covering
directors acting on behalf of the Company.
Cover is for damages, judgements, fines,
penalties, legal costs awarded and defence
costs arising from wrongful acts committed
while acting for the Company.
The types of acts that are not covered are
dishonest, fraudulent and malicious acts
or omissions; wilful breach of statute,
regulations or duty to the Company;
improper use of information to the
detriment of the Company; and breach of
professional duty.
TAX STRATEGY AND
GOVERNANCE
T&G operates within a framework
of prudent and proactive tax risk
management.
T&G’s tax strategy is focused on providing
high quality management and governance,
which results in ensuring that T&G pays
the appropriate amount of tax within each
market that it operates.
T&G implements this strategy through the
tax risk management principles within its
Risk Management Framework.
In conducting its activities in New Zealand
and offshore, T&G ensures that it:
• Complies with all relevant tax legislation
in each tax jurisdiction in which it
operates;
• Meets all its tax obligations on time;
• Pays the correct amount of tax that is
due;
• Obtains expert advice as required where
complex international transactions are
involved.
The statutory corporate tax rate in New
Zealand is 28% and on average over the
five-year period (2015 to 2019), T&G’s
effective tax rate was 22%. T&G’s average
effective tax rate is lower than the statutory
corporate tax rate in New Zealand due to
the different corporate tax rates applicable
for T&G’s subsidiaries operating in foreign
jurisdictions, and the impact of non-
deductible and non-taxable items.
46 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
Our
Business
Leads
PETER LANDON-LANE
DIRECTOR INNOVATION & TECHNICAL
As Director Innovation and Technical,
Peter leads T&G’s team responsible for
identifying and commercialising new plant
varieties and technologies. Peter joined
in April 2018 as Chief Operating Officer,
having previously been CEO of Plant &
Food Research for nine years. Peter has
significant international experience, having
led Fonterra businesses in Europe, Japan
and Taiwan. Earlier in his career he served
as the New Zealand Trade Commissioner in
the Philippines and in Beijing.
HEATHER KEAN
DIRECTOR PEOPLE & CULTURE
Heather joined T&G as Director People
& Culture in June 2018, with overall
responsibility for shaping the change
programme to transform T&G into a high
performance organisation. Heather also
leads the Health & Safety function at T&G.
With over thirty years of HR experience,
she deeply understands the role of
organisational culture in driving business
success. Previously, Heather was Head of
HR with Goodman Fielder NZ, and before
that Director Global HR at Fonterra. She
was a founding partner of New Zealand
recruitment agency, Pohlen Kean.
RACHEL STOTTER
DIRECTOR INTERNATIONAL SALES
As Director International Sales, Rachel
leads an international sales team who
sell apples, grapes, berries and a number
of other categories into more than 40
countries. She joined T&G in March 2019,
having previously been Head of Sales
and General Manager Dairy Category at
Goodman Fielder New Zealand. Prior to
that, Rachel held a number of sales and
transformation roles across a ten-year
period with Fonterra, including Director
New Zealand Ingredients and General
Manager Sales Excellence.
BASTIAN VON STREIT
CHIEF FINANCIAL OFFICER
Bastian joined T&G as Chief Financial
Officer from his homeland Germany in
October 2018. He leads T&G’s global
finance team across 12 countries.
Previously, he was Head of Group
Accounting at parent company BayWa AG,
and Director of Finance and Accounting
at Willy Bogner GmbH & Co KGaA in
Munich, responsible for financial and
group accounting, credit control, taxes and
treasury. Bastian is a graduate of Ludwig
Maximilians University in Munich.
GARETH EDGECOMBE
CHIEF EXECUTIVE OFFICER
Gareth joined T&G as Chief Executive
Officer in July 2018. He has extensive
experience in business turnarounds,
building high performing teams and
developing brands across the Asia Pacific
region. Prior to joining T&G he was CEO of
Comfort Group, President of the Campbell
Soup Company for the Asia Pacific region,
and President of The Coca-Cola Company’s
South Pacific business. A former general
manager of Puhoi Valley Cheese, Gareth
has also served on the board of the
Australian Food and Grocery Council.
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 47
ANDREW KEANEY
MANAGING DIRECTOR NZ PRODUCE
As Managing Director New Zealand
Produce, Andrew leads a team responsible
for partnering with domestic and
international growers and customers to
provide year-round fresh, safe, sustainable
produce to New Zealand and global
consumers. Andrew joined T&G in May
2014 with extensive experience in the
industry, having previously held senior
roles with Foodstuffs New Zealand,
Freshmax and Primor Produce.
JODI REDDELL
DIRECTOR CATEGORY & MARKETING
Jodi is responsible for driving the growth
for T&G’s apple category and its premium
brands, including JAZZ™ and Envy™, along
with building new global categories in
blueberries and grapes. Prior to joining
in May 2019, Jodi was Global Senior
Marketing Director - McVities for United
Biscuits/pladis, based in London. She has
previously worked with both GSK and
Frucor Suntory as Regional Marketing
Director Asia (Beverages) and Category
Marketing Manager China and Asia Pacific
for Lucozade and Ribena.
TIM CLARKSON
DIRECTOR STRATEGY
Tim joined T&G as Director Strategy in
November 2013, with responsibility for
the Company’s group strategy, M&A
investments, divestments, joint ventures
and sustainability. He leads a team focused
on building long term growth for T&G’s
key produce categories and major trading
activities in domestic and international
markets. Previously, Tim was Executive
Director, Leader M&A with EY, and held
senior roles with KPMG, Interesource and
Kaupthing Singer & Friedlander.
MONIQUE MALLON
DIRECTOR IT
Monique joined T&G in September 2018,
and has more than 25 years’ experience in
IT and large-scale business transformation
programmes. Having spent nine years as
a senior consultant and 14 years working
in lead roles with New Zealand businesses,
Monique understands the need to deliver
value through robust technology solutions
which enable businesses to achieve their
strategic objectives.
ADRIENNE SHARP
HEAD OF CORPORATE AFFAIRS
Adrienne joined T&G in January 2020 and
has overall responsibility for protecting
and enhancing T&G’s reputation with
its stakeholders. She leads internal and
external communications, government
and industry engagement, and brand
marketing. Adrienne has previously held
senior communications roles at Fonterra,
including General Manager Innovation
Communications and General Manager
News and Content. Prior to that, she was
the Australian Managing Director for
Baldwin Boyle Group.
CRAIG BETTY
DIRECTOR OPERATIONS
Craig joined T&G as Director Operations in
October 2019. Based at its Hawke's Bay site
at Whakatu, Craig is responsible for leading
T&G’s apple business, including its growing,
packing and distribution operations. Prior
to this, he was Chief Operating Officer
for Westland Milk Products, and General
Manager Operations for Fonterra. Craig
has extensive operations and supply chain
management experience across a broad
range of industries, including agribusiness.
48 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
AUDITORS
Deloitte has continued to act as the principal auditor of T&G and
has undertaken the audit of the financial statements for the year
ended 31 December 2019.
DIRECTORS’ LOANS
No director is in receipt of any loans from T&G.
DIRECTORS’ REMUNERATION
The following persons held office as director during the year.
Remuneration paid or accrued included incentive payments,
vehicles, superannuation and other benefits, where applicable.
On top of fees, directors also receive an annual travel allowance
of $1,000.
12 MONTHS TO 31 DECEMBER 2019
DIRECTORS OF T&G$’000
Prof. K.J. Lutz45
C.A. Campbell (director fees)93
C.A. Campbell (Committee work)11
A. Helber36
R.J. Hewett (Director fees)93
R.J. Hewett (Committee work)3
M.W. Liu36
R.T. Priske36
B.J. Mangold (appointed on 6 September 2019)12
C.U.G. Bell (resigned on 31 July 2019)21
DIRECTORS AND OFFICERS COMPOSITION
At 31 December 2019 the gender composition of T&G’s directors
and officers was as follows:
MALEFEMALE
Directors61
Officers64
EMPLOYEE REMUNERATION
T&G paid remuneration including benefits in excess of $100,000 to
employees (other than directors) during the 12 months. The salary
banding for the employees is disclosed in the following table:
12 months to 31 December 2019
NUMBER OF EMPLOYEES
$’000 NZD EQUIVALENT20192018
100-1104535
110-1203334
120-1302220
130-1402221
140-1501922
150-1601728
160-170109
170-18067
180-19098
190-20086
200-21045
210-22054
220-23022
230-24045
240-25012
250-26021
260-270-3
270-2803-
280-29013
290-300-2
300-3103-
320-330-3
330-34021
340-35011
350-36012
360-370-1
370-3802-
380-390-1
400-410-3
420-4302-
440-450-1
450-4601-
460-4701-
470-4801-
480-4902-
570-580-2
1,260-1,270-1
1,300-1,3991-
Total230233
STATUTORY INFORMATION
The current year total remuneration spread takes into account
the impact of exchange rate movements on employees paid in
foreign currencies.
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 49
The NZX granted the Company a waiver
from the previous listing rule 5.2.3 under
the following conditions:
• The waiver, its conditions, and its effect
on the Companyʼs shareholders are
disclosed in each annual report for the
year upon which it was relied; and
• The Company notifies the NZX if there
are any material changes to its spread.
On 19 November 2018, NZX granted a class
ruling to all issuers transitioning to the new
listing rules. Pursuant to this class ruling,
waivers granted prior to 1 January 2019 will
continue to have effect from a transitioning
issuer’s transition date to 30 June 2020, in
respect of the application of such waivers
and/or rulings to the comparable new
listing rule.
The Company was notified by NZX that new
listing rule 1.1.1(b)(ii) (being the equivalent
to the previous listing rule 5.2.3) only
applies to new issuers. Therefore, as an
existing issuer, the Company is not subject
to the quotation thresholds.
Therefore, the existing waiver will not be
re-documented and, from 30 June 2020, the
Company will not be relying on the waiver
described above.
SUBSTANTIAL
SHAREHOLDERS
The following information is given
pursuant to Section 26 of the Security
Markets Act 1988.
The following parties are recorded by
the Company as at 30 January 2020
as substantial security holders in the
Company, and have declared the following
relevant interest in voting securities under
the Securities Markets Act 1988:
BayWa Aktiengesellschaft90,671,206
Wo Yang Limited24,496,386
The total number of voting securities
issued by the Company as at 30 January
2020 was 122,543,204.
CEO REMUNERATION
The CEO remuneration consists of fixed
remuneration, short-term incentive and
long-term incentive.
Fixed remuneration
Mr Edgecombe received remuneration of
$1,327,199 during the 2019 Financial Year.
This amount includes employer kiwisaver
contributions, a vehicle allowance and
the balance of a signing bonus which was
payable at the first anniversary of his
employment. His base salary for 2019
was $884,000.
Short term incentive
Subject to the achievement of profitability
targets set by the Board at the start of each
year, Mr Edgecombe will be entitled an
annual bonus of up to 40% of base salary.
This bonus can be over and underachieved
with a maximum payment of 150%.
Long term incentive (LTI)
Mr Edgecombe will be entitled to
participate in a LTI scheme set by the
Board, based on an earnings before
interest and tax growth plan. The fulfilment
of 100% of the goals under the scheme will
entitle Mr Edgecombe to a LTI payment of
50% of his base salary.
From 2020, the LTI payment will partially
vest in year three (50%) and close out in
year five (50%). No bonus will be paid if the
achievement rate is less than 90% and the
maximum amount is capped at 150%.
DIRECTORS
SHAREHOLDINGS
As at 31 December 2019, no current
directors or parties associated with current
directors held ordinary shares (2018: nil).
There were no share transactions during
the year ended 31 December 2019 in which
directors held 'relevant interests'.
INDEMNIFICATION AND
INSURANCE OF DIRECTORS
AND OFFICERS
The Company indemnifies all Directors
named in this report, and current and
former executive officers of T&G against
all liabilities (other than to the Company
or members of T&G) which arise out of
the performance of their normal duties
as Director or executive officer, unless the
liability relates to conduct involving lack of
good faith. To manage this risk, T&G has
indemnity insurance. The total cost of this
insurance including directors and officers
of offshore companies during the 12
months was $38,500 (2018: $35,000).
INFORMATION USED
BY DIRECTORS
No member of the Board of the Company,
or any subsidiary, issued a notice
requesting to use information received in
their capacity as director which would not
otherwise have been available to them.
INTERESTED
TRANSACTIONS
No directors disclosed the existence of
any transactions with T&G during the 12
months in which they held an interest.
NZX WAIVER FROM
LISTING RULE 5.2.3
The Company was granted a waiver from
the previous NZX listing rule 5.2.3 on 23
April 2012. NZX listing rule 5.2.3 provided
that an issuerʼs securities would generally
not be considered for quotation on the
NZX unless those securities were held by
at least 500 members of the public holding
at least 25% of the number of securities of
that class issued, and those requirements
were maintained, or the NZX was otherwise
satisfied that the issuer would maintain
a spread of security holders sufficient to
ensure a sufficiently liquid market in the
class of securities.
The Company required a waiver from
the previous listing rule 5.2.3 as BayWa
Aktiengesellschaft and Wo Yang Limited are
not considered members of the public for the
purposes of the listing rules and, therefore,
less than 25% of the quoted securities of T&G
are held by members of the public.
50 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
20 LARGEST SHAREHOLDERS
as at 30 January 2020
NAMEUNITS
% OF ISSUED
CAPITAL
BayWa Aktiengesellschaft 90,671,20673.99%
Wo Yang Limited 24,496,38619.99%
National Nominees New Zealand Limited 1,232,0781.01%
Bartel Holdings Limited 1,172,9970.96%
HSBC Nominees (New Zealand) Limited 400,7330.33%
R.J. Turner, C.E. Turner, Redoubt Trustees Limited & Evans Penell Trustees Limited 202,6890.17%
FNZ Custodians Limited 127,4790.10%
BNP Paribas Nominees (NZ) Limited 125,1700.10%
H.J. Goodwin 117,9860.10%
S.J. Turner, C.M. Turner & D.H. Turner 113,6960.09%
Tribal New Zealand Traders Limited 108,3740.09%
L.R. Hotham101,4820.08%
A.E. Waite 100,8020.08%
Tribal Nominees Limited 98,5350.08%
P.J.S. Rowland93,5070.08%
Aotearoa Rental Enterprises Limited 82,5000.07%
TEA Custodians Limited Client Property Trust Account80,7370.07%
M.C. Goodson, D.D. Perron, Goodson & Perron Independent Trustee Limited 79,3390.06%
R.M. Scott 63,4940.05%
Penmaen Limited 60,0000.05%
Total119,529,19097.54%
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 51
SPREAD OF SECURITY HOLDERS
as at 30 January 2020
RANGE
TOTAL
HOLDERS
% OF TOTAL
HOLDERSUNITS
% OF ISSUED
CAPITAL
1 to 499
6311.50%15,4950.01%
500 - 999
7814.23%57,0450.05%
1,000 - 1,999
11520.99%156,5220.13%
2,000 - 4,999
10619.34%334,0390.27%
5,000 - 9,999
7714.05%528,0730.43%
10,000 - 49,999
8615.69%1,762,1461.44%
50,000 - 99,999
101.83%718,8060.59%
100,000 - 499,999
91.64%1,398,4111.14%
500,000 - 999,999
----
1,000,000 and above
40.73%117,572,66795.94%
Total
548100%122,543,204100%
DOMICILE OF SHAREHOLDERS
as at 30 January 2020
LOCATION
TOTAL
HOLDERS
% OF TOTAL
HOLDERSUNITS
New Zealand 52295.26%7,261,382
Australia 162.92%65,014
Hong Kong 30.55%24,502,941
United Kingdom20.36%5,247
Germany 20.36%90,693,154
Malaysia 10.18%11,716
United States of America
10.18%2,750
Singapore 10.18%1,000
Total
548100.00%122,543,204
52 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
INDEPENDENT
AUDITOR’S REPORT
TO THE SHAREHOLDERS OF T&G GLOBAL LIMITED
OpinionWe have audited the consolidated financial statements of T&G Global Limited and its subsidiaries (the ‘Group’),
which comprise the consolidated balance sheet as at 31 December 2019, and the consolidated income
statement, statement of comprehensive income, statement of changes in equity and statement of cash flows
for the year then ended, and notes to the consolidated financial statements, including a summary of significant
accounting policies.
In our opinion, the accompanying consolidated financial statements, on pages 58 to 119, present fairly,
in all material respects, the consolidated financial position of the Group as at 31 December 2019, and its
consolidated financial performance and its consolidated 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 opinionWe conducted our audit in accordance with International Standards on Auditing (‘ISAs’) and International
Standards on Auditing (New Zealand) (‘ISAs (NZ)’). 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 issued by the New Zealand Auditing and Assurance Standards Board and
the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants, and we
have fulfilled our other ethical responsibilities in accordance with these requirements.
Other than in our capacity as auditor including the provision of audit related services, the provision of whistle
blower hotline services, and administration of the corporate tax payer group of which the Group is a member,
we have no relationship with or interests in the Company or any of its subsidiaries. These services have not
impaired our independence as auditor of the Company and Group.
Audit materialityWe consider materiality primarily in terms of the magnitude of misstatement in the financial statements
of the Group that in our judgement would make it probable that the economic decisions of a reasonably
knowledgeable person would be changed or influenced (the ‘quantitative’ materiality). In addition, we also
assess whether other matters that come to our attention during the audit would in our judgement change or
influence the decisions of such a person (the ‘qualitative’ materiality). We use materiality both in planning the
scope of our audit work and in evaluating the results of our work.
Based on our professional judgement, we determined the quantitative materiality for our audit of the Group’s
financial statements as a whole to be $7.0 million.
Key audit mattersKey audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the consolidated financial statements of the current period. 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.
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 53
Key audit mattersHow our audit addressed the key audit matters
Valuation of Biological Assets (Note 8)
The Group’s biological assets of $22.6 million (2018: $28.2 million)
predominantly represent produce such as apples, grapes, citrus
fruit and tomatoes growing on bearer plants (e.g. trees and vines)
at balance date.
Biological assets are measured at fair value less estimated point-
of-sale costs. This is determined by the Group using discounted
cash flow models.
The valuation of biological assets is a key audit matter due to the
subjective judgements and assumptions in the valuation models,
many of which are specific to the present location and condition of
the asset and therefore unobservable in the market. As disclosed
in Note 8 of the Group’s financial statements, these unobservable
inputs and assumptions include the forecast production per
hectare per annum by weight, prices expected to be received
per season, costs expected to be incurred and a discount rate
reflecting the risks inherent in growing the crops.
The discount rate takes into account the risk of unknown adverse
events including natural events, the possible impact of diseases
and other adverse factors that may impact the quality, yield or
price of the crop.
We held discussions with management to understand if there
were changes in market or environmental conditions, or
other risks inherent in the current crop valuations. Our audit
procedures were focused on the higher value biological assets,
or where in our professional judgement there is a greater level of
uncertainty associated with the cash flow forecasts.
We engaged our internal valuation specialist to consider whether
the valuation methods applied were reasonable.
We compared the forecast production per hectare, forecast
prices, and forecast costs to the approved budgets for the
relevant fruit growing activities, and assessed the historical
accuracy of the Group’s forecasts.
With input from our internal valuation specialist, we assessed
the discount rates assumed in the model and evaluated changes
from the prior year. We also performed sensitivity analysis to
assess the impact that a change in the discount rate has on the
valuation of the biological assets.
We checked the mechanical accuracy of the discounted cash flow
models.
Valuation of Land and Improvements and Buildings (Note 9)
Commercial and orchard land, improvements and buildings (‘land
and buildings’) of the Group amounting to $259.3 million (2018:
$276.9 million) are measured at fair value less accumulated
depreciation and impairment losses at balance date. Revaluations
are performed with sufficient regularity to ensure that the carrying
amount does not differ materially from the fair value. Land and
buildings have been revalued this year and have increased by
$61.8 million.
As disclosed in Note 9, land and buildings were valued using a
combination of market comparison, income capitalisation and
depreciated replacement cost methodologies.
The valuation of land and buildings is a key audit matter because
changes to key assumptions used in the valuation methods
could have a material impact on the carrying amount of land and
buildings, with changes recognised in either other comprehensive
income or profit or loss, as appropriate.
Our procedures have focused on the appropriateness of
the valuation methodologies and the reasonableness of the
underlying inputs and assumptions.
We obtained an understanding of the Group’s process for
valuing the commercial and orchard land and buildings as at
31 December 2019.
We evaluated the independence and competence of the Group’s
external valuers engaged to perform the valuation of land and
buildings.
On a sample basis:
• We considered whether the underlying assumptions used by
the external valuers were consistent with our knowledge of
the properties in their specific locations; and
• We compared capitalisation rates used to market reports to
check that those rates were within reasonable range of those
market reports.
We also performed sensitivity analysis to assess the robustness
of the methods used by the Group’s external valuers on valuation
of the land and buildings.
54 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
Key audit mattersHow our audit addressed the key audit matters
Adoption of new accounting standards – NZ IFRS 16
This is the first year of adoption for NZ IFRS 16: Leases (‘NZ IFRS
16’) which will require all operating leases to be recognised on
the balance sheet. At 1 January 2019, the Group recognised $58.5
million of right-of-use assets and lease liabilities on the balance
sheet so application of NZ IFRS 16 has had a significant impact on
the financial statements. The Group applied the standard using
the modified retrospective method of application.
The adoption of NZ IFRS 16 is a key audit matter because of
the significance of the right-of-use asset and lease liability
balances to the financial statements as a whole and the level of
judgement that was required when applying the requirements
of the standard to the Group’s contractual arrangements, these
judgements being:
• Determining whether extension or termination options are
reasonably certain to be exercised when identifying the lease
term, and
• Determining the incremental borrowing rate to be used to
discount each lease.
We reviewed the accounting papers prepared by management
and updated our understanding of the Group’s processes and
controls for leases with respect to NZ IFRS 16.
We obtained an understanding of the Group’s accounting policy
and assessed compliance with the requirements of NZ IFRS 16.
We obtained an understanding of how the required data has
been captured in the Group’s leasing software and how the
software was set up in order to calculate lease balances in
accordance with the standard.
We agreed a sample of leases to the original lease contract
terms or other supporting documentation. We recalculated
the expected right-of-use asset and lease liability for each of
those leases included in our sample to assess the accuracy of
management’s calculation as at 1 January 2019.
We tested completeness of management’s calculation by:
• Reconciling the Group’s existing lease commitments as at
31 December 2018 to management’s calculation;
• Selecting a sample of assets from outside the lease software
to trace through to management’s calculation; and
• Reviewing transaction level breakdowns of rent expense
general ledger accounts for any leases that should be
recognised on the balance sheet.
• We evaluated and challenged the assumptions used in
determining the impact of NZ IFRS 16 which included:
• Determining lease terms including extension options that are
reasonably certain to be exercised; and
• Assessing the appropriateness and consistency of the
incremental borrowing rate used.
We challenged the appropriateness of including extension
options by, for a sample of arrangements, assessing whether
the contract was enforceable and also whether the lessee would
be reasonably certain to exercise such options by corroborating
supporting information.
We performed sensitivity analyses over the incremental borrowing
rates applied by the Group to assess the impact that a change in
discount rate would have on the recorded lease liability.
We evaluated whether the financial statements include the
required disclosures regarding leases, including disclosures on
transition.
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 55
Other informationThe directors are responsible on behalf of the Group for the other information. The other information
comprises the information in the Annual Report that accompanies the consolidated financial statements and
the audit report.
Our opinion on the consolidated financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
Our responsibility is to read the other information and consider whether it is materially inconsistent with
the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated. If so, we are required to report that fact. We have nothing to report in this regard.
Directors’
responsibilities for
the consolidated
financial
statements
The directors are responsible on behalf of the Group 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 on behalf of the Group 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 and ISAs (NZ) 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 on
the External Reporting Board’s website at:
http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/
This description forms part of our auditor’s report.
Restriction on useThis report is made solely to the Company’s shareholders, as a body. Our audit has been undertaken so
that we might state to the Company’s shareholders those matters 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’s shareholders as a body, for our audit work, for this report,
or for the opinions we have formed.
Andrew Dick, Partner
for Deloitte Limited
Auckland, New Zealand
28 February 2020
56 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 57
TABLE OF CONTENTS
INCOME STATEMENT 58
STATEMENT OF COMPREHENSIVE INCOME 59
STATEMENT OF CHANGES IN EQUITY 60
BALANCE SHEET 61
STATEMENT OF CASH FLOWS 62
NOTES TO THE FINANCIAL STATEMENTS 64
General information
1Basis of preparation
64
2New accounting standards, amendments and interpretations
65
Financial performance
3Segment information
69
4Revenue
71
5Other income
72
6Other expenses
73
7Taxation
75
Operating assets
8Biological assets
78
9Property, plant and equipment
81
10Intangible assets
87
Funding
11Leases
89
12Loans and borrowings
90
13Net financing expenses
92
14Capital and reserves
92
15Earnings per share
94
16Dividends
94
17Reconciliation of liabilities arising from financing activities
95
Working capital
18Trade and other receivables
97
19Inventories
100
20Trade and other payables
100
Group structure
21Investments in subsidiaries
101
22Investments in joint ventures
104
23Investments in associates
104
Other disclosures
24Investment property
107
25Related party transactions
108
26Financial risk management
109
27Derivative financial instruments
117
28Contingencies
118
29Commitments
118
30Events occurring after the balance date
119
58 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
FOR THE YEAR ENDED 31 DECEMBER 2019
INCOME STATEMENT
NOTES
2019
$’000
2018
$’000
Continuing operations
Revenue4
1,216,409
1,188,203
Other operating income5
14,299
14,939
Purchases, raw materials and consumables used
(931,807)
(917,417)
Employee benefits expenses6
(155,347)
(160,113)
Depreciation and amortisation expenses6
(37,753)
(23,246)
Other operating expenses6
(89,300)
(86,741)
Operating profit
16,501
15,625
Financing income13
748
841
Financing expenses13
(14,084)
(13,029)
Share of profit from joint ventures22
14
694
Share of profit from associates23
3,302
2,534
Other income5
3,830
6,577
Profit before income tax from continuing operations
10,311
13,242
Income tax expense 7
(3,700)
(2,848)
Profit after income tax from continuing operations
6,611
10,394
Discontinued operations
Loss for the year from discontinued operations, net of tax
-
(2,076)
Profit for the year
6,611
8,318
Attributable to:
Equity holders of the Parent
901
3,581
Non-controlling interests
5,710
4,737
Profit for the year
6,611
8,318
Profit attributable to equity holders of the Parent relates to:
Profit from continuing operations
901
5,657
Loss from discontinued operations
-
(2,076)
901
3,581
Earnings per share (in cents)
Basic and diluted earnings from continuing and discontinued operations15
0.7
2.9
Basic and diluted earnings from continuing operations15
0.7
4.6
The accompanying notes form an integral part of these financial statements.
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 59
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2019
NOTES
2019
$’000
2018
$’000
Profit for the year
6,611
8,318
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss:
Gain on revaluation of property, plant and equipment:
Held by subsidiaries of the Group14
57,481
-
Loss on revaluation of investment in unlisted entity14
-
(177)
Deferred tax effect on revaluation of property, plant and equipment14
(10,505)
-
Deferred tax effect on sale of property, plant and equipment14
6,988
3,885
53,964
3,708
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations
(328)
(1,165)
Cash flow hedges:
Fair value loss, net of tax
(4,854)
(11,691)
Reclassification of net change in fair value to profit or loss
11,057
6,934
5,875(5,922)
Other comprehensive income / (expense) for the year59,839(2,214)
Total comprehensive income for the year 66,4506,104
Total comprehensive income for the year is attributable to:
Equity holders of the Parent 60,4071,495
Non-controlling interests6,0434,609
66,4506,104
The accompanying notes form an integral part of these financial statements.
60 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
STATEMENT OF CHANGES IN EQUITY
NOTES
Share
capital
$’000
Revaluation
and other
reserves
$’000
Retained
earnings
$’000
Total
$’000
Non-
controlling
interests
$’000
Total
equity
$’000
2019
Balance at 1 January 2019
176,357109,330114,612400,29913,321413,620
Profit for the year
- -9019015,7106,611
Other comprehensive income / (expense)
Revaluation of property, plant and
equipment
14
-57,481 -57,481 -57,481
Deferred tax effect on revaluation of
property, plant and equipment
14 -(10,505) -(10,505) -(10,505)
Deferred tax effect on sale of property, plant
and equipment
14 -6,988 -6,988 -6,988
Exchange differences on translation of
foreign operations
14 -(648) -(648)320(328)
Movement in cash flow hedge reserve
14 -6,190 -6,190136,203
Total other comprehensive income
-59,506 -59,50633359,839
Transactions with owners
Dividends
16 - - - -(5,667)(5,667)
Total transactions with owners
- - - -(5,667)(5,667)
Transfer from asset revaluation reserve due
to asset disposal
14 -(57,213)57,213 - - -
Balance at 31 December 2019
176,357111,623172,726460,70613,697474,403
2018
Balance at 1 January 2018
176,357128,764108,653413,77411,819425,593
Adjustment on initial application of NZ IFRS 9
- -(300)(300) -(300)
Adjusted balance at 1 January 2019
176,357128,764108,353413,47411,819425,293
Profit for the year
- -3,5813,5814,7378,318
Other comprehensive income / (expense)
Deferred tax effect on sale of property,
plant and equipment
14 -3,885 -3,885 -3,885
Revaluation of investment in unlisted entity
14 -(177) -(177) -(177)
Exchange differences on translation of
foreign operations
14 -(1,003) -(1,003)(124)(1,127)
Movement in cash flow hedge reserve
14 -(4,753) -(4,753)(4)(4,757)
Total other comprehensive expense
-(2,048) -(2,048)(128)(2,176)
Transactions with owners
Dividends
16 - -(14,708)(14,708)(3,107)(17,815)
Total transactions with owners
- -(14,708)(14,708)(3,107)(17,815)
Transfer from asset revaluation reserve due
to asset disposal
14 -(15,736)15,736 - - -
Transfer from revaluation reserve due to
sale of investment in unlisted entity
14 -(1,650)1,650 - - -
Balance at 31 December 2018
176,357109,330114,612400,29913,321413,620
The accompanying notes form an integral part of these financial statements.
FOR THE YEAR ENDED 31 DECEMBER 2019
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 61
BALANCE SHEET
NOTES
2019
$’000
2018
$’000
Current assets
Cash and cash equivalents
36,20836,778
Trade and other receivables
18188,574152,086
Inventories
1928,31624,515
Taxation receivable
11,84210,204
Derivative financial instruments
273,9291,864
Biological assets
822,63328,185
Total current assets291,502253,632
Non-current assets
Trade and other receivables
1821,5758,428
Derivative financial instruments
274,035884
Deferred tax assets
71,8042,302
Investments in unlisted entities
93106
Property, plant and equipment
9386,079396,546
Right-of-use assets
1160,066 -
Investment property
2415,00015,316
Intangible assets
1038,57636,597
Investments in joint ventures
224,0064,490
Investments in associates
2331,49635,380
Total non-current assets562,730500,049
Total assets854,232753,681
Current liabilities
Trade and other payables
20174,744133,875
Loans and borrowings
126,5574,159
Lease liabilities
1113,547 -
Taxation payable
2,0253,210
Derivative financial instruments
271,6805,963
Total current liabilities198,553147,207
Non-current liabilities
Trade and other payables
2042237
Loans and borrowings
1284,895146,100
Lease liabilities
1148,016-
Derivative financial instruments
275,6175,230
Deferred tax liabilities
742,70641,287
Total non-current liabilities181,276192,854
Total liabilities379,829340,061
Equity
Share capital
14176,357176,357
Revaluation and other reserves
14111,623109,330
Retained earnings
172,726114,612
Total equity attributable to equity holders of the Parent460,706400,299
Non-controlling interests13,69713,321
Total equity474,403413,620
Total liabilities and equity854,232753,681
Approved for and on behalf of the Board
Prof. K.J. Lutz C.A. Campbell
Director (Chairman) Director (Chair of Finance, Risk and Investment Committee)
The accompanying notes form an integral part of these financial statements.
AS AT 31 DECEMBER 2019
62 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
STATEMENT OF CASH FLOWS
NOTES
2019
$’000
2018
$’000
Cash flows from operating activities
Cash was provided from:
Cash receipts from customers1,220,1361,219,371
Other406406
Cash was disbursed to:
Payments to suppliers and employees(1,152,104)(1,164,258)
Interest paid(10,959)(9,128)
Income taxes paid(6,470)(7,142)
Net cash inflow from operating activities51,00939,249
Cash flows from investing activities
Cash was provided from:
Dividends received from joint ventures and associates7,6171,853
Sale of cool store and packhouse9,918 -
Sale of distribution centre -14,851
Sale of kiwifruit post-harvest and orchard assets9,77433,436
Sale of Mt. Wellington site65,000 -
Sale of processed foods business -4,799
Sale of shares in associate -3,350
Sale of other property, plant and equipment62104
Cash was disbursed to:
Purchase of property, plant and equipment9(36,422)(28,875)
Purchase of intangible assets10(3,106)(1,304)
Loans to suppliers, customers, associates, and joint ventures(15,657)(90)
Net cash inflow from investing activities37,18628,124
Cash flows from financing activities
Cash was provided from:
Net proceeds from short-term borrowings1,364 -
Proceeds from long-term borrowings -22,000
Loans from related parties5,000-
Cash was disbursed to:
Dividends paid to non-controlling interests16(5,667)(3,107)
Dividends paid to Parent's shareholders16 -(14,708)
Repayment of borrowings(65,094)(53,746)
Payment of lease liabilities(21,242) -
Deferred consideration on purchase of non-controlling interests -(1,060)
Deferred consideration on purchase of business -(593)
Bank facility fees and transaction fees(3,303)(3,721)
Other -(654)
Net cash outflow from financing activities17(88,942)(55,589)
Net (decrease) / increase in cash and cash equivalents(747)11,784
Foreign currency translation adjustment177(1,406)
Cash and cash equivalents at the beginning of the year36,77826,400
Cash and cash equivalents at the end of the year36,20836,778
The accompanying notes form an integral part of these financial statements.
FOR THE YEAR ENDED 31 DECEMBER 2019
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 63
STATEMENT OF CASH FLOWS (CONTINUED)
RECONCILIATION OF PROFIT AFTER INCOME TAX TO NET CASH FLOW FROM OPERATING ACTIVITIES
NOTES
2019
$’000
2018
$’000
Profit for the year
6,611
8,318
Adjusted for non-cash items:
Amortisation expense61,4701,481
Depreciation expense636,28322,063
Effective interest on deferred consideration13 - 16
Movement in deferred tax7(3,951)(4,008)
Movement in expected credit loss allowance18293131
Share of profit of joint ventures22(14)(694)
Share of profit of associates23(3,302)(2,534)
Other movements3,1063,629
33,885
20,084
Adjusted for investing and financing activities:
Bank facility and line fees3,3033,721
Gain on sale of kiwifruit post-harvest and orchard assets5(3,137)(4,814)
Gain on disposal of investment in associate5 - (120)
Gain on disposal of distribution centre5 - (1,643)
Gain on sale and leaseback of cool store5(693) -
Net gain from reversal of previous property, plant and equipment
revaluation changes through profit and loss
5
(4,419)
(600)
Loss on sale of other property, plant and equipment6
2,327
2,077
Fair value adjustment of investment property24316 -
Impairment of loans to associates791 -
(1,512)
(1,379)
Impact of changes in working capital items net of effects of non-cash
items, and investing and financing activities
(Increase) / decrease in debtors and prepayments(35,915)4,021
Decrease / (increase) in biological assets5,552(1,138)
Increase / (decrease) in creditors and provisions49,012(2,333)
(Increase) / decrease in inventories(3,801)12,583
(Increase) in net taxation receivable(2,823)(907)
Total12,02512,226
Net cash inflow from operating activities51,00939,249
The accompanying notes form an integral part of these financial statements.
64 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS
GENERAL INFORMATION
This section describes the principles and general accounting policies
used in the preparation of the financial statements. Accounting
policies that relate to specific line items on the income statement
and balance sheet are described in their respective notes.
1. BASIS OF PREPARATION
REPORTING ENTITY AND STATUTORY BASE
T&G Global Limited (the Parent) and its subsidiary companies (the
Group), are recognised as one of New Zealand’s leading growers,
distributors, marketers and exporters of premium fresh produce.
Key categories for the Group include apples, grapes, berries, citrus
(lemons, mandarins and navel oranges) and tomatoes.
These consolidated financial statements presented are for the
Group which comprises the Parent and its subsidiaries, joint
ventures and associates as at 31 December 2019.
The Parent is registered in New Zealand under the Companies Act
1993 and is a FMC Reporting Entity under the Financial Market
Conducts Act 2013, and the Financial Reporting Act 2013.
The Parent is a limited liability company incorporated and
domiciled in New Zealand and is listed on the New Zealand Stock
Exchange. The address of its registered office is 1 Clemow Drive,
Mount Wellington, Auckland.
BayWa Aktiengesellschaft (the Ultimate Parent) is the ultimate
parent of the Group and is based in Munich, Germany.
STATEMENT OF COMPLIANCE
These consolidated financial statements have been prepared in
accordance with New Zealand Generally Accepted Accounting
Practice (NZ GAAP). They have been prepared in accordance with
New Zealand equivalents to International Financial Reporting
Standards and other applicable New Zealand Financial Reporting
Standards as appropriate for profit-oriented entities (NZ IFRS), and
International Financial Reporting Standards (IFRS).
These consolidated financial statements are expressed in New
Zealand dollars which is the presentation currency of the Group.
All financial information has been rounded to the nearest
thousand ($’000) unless otherwise stated.
MEASUREMENT BASIS
The measurement basis adopted in the preparation of these
consolidated financial statements is historical cost except for
certain assets and liabilities, identified in specific accounting
policies, which are stated at fair value.
BASIS OF CONSOLIDATION
In preparing these consolidated financial statements, subsidiaries
are fully consolidated from the date on which the Group gains
control until the date on which control ceases. All intercompany
transactions, balances, income and expenses between the Group’s
companies are eliminated. Accounting policies of subsidiaries, joint
ventures and associates have been aligned where necessary to
ensure consistency with policies adopted by the Group.
The Group applies the acquisition method to account for business
combinations. The consideration transferred for the acquisition of
a subsidiary is the fair value of the assets transferred, the liabilities
incurred to the former owners of the acquiree and the equity
interests issued by the Group. The consideration transferred
includes the fair value of any asset or liability resulting from a
contingent consideration arrangement.
Identifiable assets acquired, and liabilities and contingent liabilities
assumed in a business combination are measured initially at fair
values at the acquisition date. The Group recognises any
non-controlling interest in the acquiree on an acquisition-by-
acquisition basis, either at fair value or at the non-controlling
interest’s proportionate share of the recognised amounts of the
acquiree’s identifiable assets.
Acquisition related costs are expensed as incurred.
If the business combination is achieved in stages, the acquisition
date fair value of the acquirer’s previously held equity interest in
the acquiree is initially remeasured at fair value at the acquisition
date through profit or loss.
Goodwill is initially measured as the excess of the aggregate of the
consideration transferred and the amount of any non-controlling
interest and fair value of the acquirer’s previously held interest
(if any) over the net identifiable assets acquired and liabilities
assumed. If this consideration is lower than the fair value of the
net assets of the subsidiary acquired, the difference is recognised
in profit or loss.
BASIS OF ACCOUNTING
Significant accounting policies are set out within the notes to which
those policies are applicable and are designated with a
symbol.
All other significant accounting policies are set out on the following
page. Other than the first time adoption of NZ IFRS 16 Leases (NZ
IFRS 16) (refer Note 2) and early adoption of the amendments to
NZ IAS 1 Presentation of Financial Statements (NZ IAS 1), there have
been no changes made to accounting policies during the year.
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 65
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
1. BASIS OF PREPARATION (CONTINUED)
FOREIGN CURRENCY TRANSLATION
The assets and liabilities of the Group’s subsidiaries that do
not have New Zealand dollars as their functional currency are
translated to New Zealand dollars at foreign exchange rates
ruling at balance sheet date. The revenues and expenses of these
foreign operations are translated to New Zealand dollars at rates
approximating the foreign exchange rates ruling at the dates of the
transactions. Exchange differences arising from the translation of
foreign operations are recognised in other comprehensive income
and accumulated in the foreign currency translation reserve.
Non-monetary assets and liabilities that are measured at historical
cost in a foreign currency are translated using the exchange rate
on the date of the transaction. Non-monetary assets and liabilities
denominated in foreign currencies that are stated at fair value are
translated to New Zealand dollars at the foreign exchange rate on
the dates that the fair value was determined.
FAIR VALUE ESTIMATION
Where fair value measurement has been applied, a symbol
designates the paragraph describing the valuation method used.
The Group uses various valuation methods to determine the fair
value of certain assets and liabilities. The inputs to the valuation
methods used to measure fair value are categorised into three
levels:
• Level 1: Quoted prices (unadjusted) in active markets for
identical assets or liabilities.
• Level 2: Inputs other than quoted prices included within level
1 that are observable for the asset or liability, either directly
(that is, as prices) or indirectly (that is, derived from prices).
• Level 3: Inputs for the asset or liability that are not based on
observable market data (that is, unobservable inputs).
GOODS AND SERVICES TAX (GST)
The income statement, statement of comprehensive income
and statement of cash flows have been presented with all items
exclusive of GST. All items in the balance sheet are stated net
of GST, except for receivables and payables, which include GST
invoiced.
CRITICAL ACCOUNTING ESTIMATES AND
JUDGMENTS
The Group makes estimates and judgments concerning the future.
The resulting accounting estimates may, by definition, not equal
the related actual results. The estimates and judgments that have
a potential risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year
are discussed within the notes to which those judgments are
applicable and are designated with a
symbol.
Area of estimate
and judgement
Note
Fair value of biological assetsNote 8 Biological assets
Valuation of property, plant
and equipment
Note 9 Property, plant
and equipment
Carrying value of intangible
assets
Note 10 Intangible assets
Calculation of lease liabilitiesNote 11 Leases
2. NEW ACCOUNTING STANDARDS, AMENDMENTS
AND INTERPRETATIONS
NEW STANDARDS, AMENDMENTS AND
INTERPRETATIONS ADOPTED IN THE
CURRENT YEAR
The Group adopted NZ IFRS 16 and early adopted the amendment
to NZ IAS 1 during the current reporting period. As a result of these
adoptions, the Group had to change its accounting policies and
make certain adjustments as disclosed below.
NZ IFRS 16 Leases (NZ IFRS 16)
NZ IFRS 16 is effective for annual periods beginning on or
after 1 January 2019. The standard deals with the recognition,
measurement, presentation and disclosure of leases and replaces
the guidance in NZ IAS 17 Leases (NZ IAS 17). The new standard
introduces a single model for lessees which recognises all leases
on the balance sheet through an asset representing the rights to
use the leased item during the lease term and a liability for the
obligation to make lease payments. This removes the
distinction between operating and finance leases and aims to
provide users of the financial statements relevant information to
assess the effect that leases have on the balance sheet, income
statement and cash flows of the reporting entity.
Lessor accounting remains largely unchanged from NZ IAS 17 for
the Group.
The Group reviewed leases where the Group is the lessee and
these leases primarily relate to leases for commercial properties,
glasshouses, orchard land, motor vehicles and plant and
machinery.
The Group adopted NZ IFRS 16 using the modified retrospective
approach with the right-of-use (ROU) asset being equal to the
lease liability as at commencement date for all existing leases on 1
January 2019. The Group has made use of the practical expedient
available on the transition to NZ IFRS 16 and has chosen not to
reassess whether a contract is or contains a lease. Accordingly, the
definition of a lease in accordance with NZ IAS 17 will continue to
be applied to those leases entered or modified before 1 January
2019. Comparative numbers have not been restated.
The ROU assets are subsequently depreciated using the straight-
line method over the shorter of the estimated useful lives of the
ROU assets or the remaining estimated lease term.
66 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
2. NEW ACCOUNTING STANDARDS, AMENDMENTS
AND INTERPRETATIONS (CONTINUED)
NEW STANDARDS, AMENDMENTS AND
INTERPRETATIONS ADOPTED IN THE
CURRENT YEAR (CONTINUED)
NZ IFRS 16 Leases (NZ IFRS 16) (continued)
The estimated useful lives of ROU assets are determined on the
same basis as similar owned assets within property, plant and
equipment. An additional depreciation expense of $15.9 million
has been recognised in relation to the adoption of NZ IFRS 16.
Lease liabilities are initially measured at the present value of the
unpaid lease payments at the commencement date, discounted
using a discount rate.
Lease incentives are recognised as part of the measurement of
the ROU assets and lease liabilities whereas under NZ IAS 17 they
resulted in the recognition of a lease incentive liability, amortised
as a reduction of rental expense on a straight-line basis.
Under NZ IFRS 16, ROU assets are tested for impairment in
accordance with NZ IAS 36 Impairment of Assets. This replaces the
previous requirements to recognise a provision for onerous leases.
The main difference between NZ IFRS 16 and NZ IAS 17 with
respect to assets formerly held under a finance lease is the
measurement of residual value guarantees provided by a lessee to
a lessor. NZ IFRS 16 requires the Group to recognise as part of its
lease liability the amount expected to be payable under a residual
value guarantee, rather than the maximum amount guaranteed as
required by NZ IAS 17.
This change did not have a material effect on the Group's financial
statements.
Key judgment areas in applying the new standard are:
• The use of discount rates; and
• The assessment of whether options to extend or terminate
a lease will be exercised.
Discount rates used are the Group's incremental borrowing
rates (IBR). The Group's IBR is the average of the borrowing rates
obtained from financial institutions as if the Group had purchased
the leased asset, with the term of the borrowing similar to the
lease term. The weighted average rate applied for each leased
asset class are:
Weighted average IBR %
Commercial properties5.22%
Glasshouses5.22%
Orchard land5.22%
Motor vehicles6.01%
Plant and machinery6.18%
The assessment of whether a lease contract will be extended or
terminated at the end of the lease contract is dependent on the
asset class and type. For property leases, this will be determined by
the Group's intention to exercise a contractual right of renewal at
the end of the initial lease term. For motor vehicles, an extension
of two months has been applied to all vehicles expiring in the 2019
financial year as this is the average time taken to either return the
vehicle to the lessor, or to extend the lease contract.
The Group has applied the following practical expedients when
applying NZ IFRS 16 to leases previously classified as operating
leases under NZ IAS 17:
• The use of a single discount rate to a portfolio of leases with
similar characteristics;
• Not recognising ROU assets and liabilities for leases with less
than 12 months of the lease term remaining;
• Not recognising ROU assets and liabilities if the underlying
leased asset is considered a low-value asset; and
• Relying on initial assessments of whether a lease is considered
onerous by applying NZ IAS 37 Provisions, Contingent Liabilities and
Contingent Assets (NZ IAS 37).
For short-term leases (lease term of 12 months or less) and leases
of low-value assets, the Group has opted to recognise a lease
expense on a straight-line bases as permitted by NZ IFRS 16. This
expense is presented within other operating expenses in the
income statement.
Reconciliation of lease commitments to opening lease liability
as at 1 January 2019:
$'000
Operating lease commitments at 31 December
2018
62,917
Add: leases not contained in the lease
commitments schedule
7,863
Effect of discounting using incremental
borrowing rates at 1 January 2019
(21,364)
Finance lease liabilities recognised as at 31
December 2018
348
Recognition exemption for:
- short-term leases
(130)
- low-value leases
(291)
Extension and termination options reasonably
certain to be exercised
9,117
Lease liabilities recognised at 1 January 2019
58,460
As part of the Group's adoption of NZ IFRS 16, certain operating
lease commitments were identified that were not included as part
of the 2018 financial statements. The Group has determined the
impact of this exclusion to be not material due to the size and non-
cash nature of this item. The non-disclosure had no impacts on the
balance sheet, income statement or statement of cash flows with
the only impact being in the 2018 commitments note.
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 67
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
2. NEW ACCOUNTING STANDARDS, AMENDMENTS
AND INTERPRETATIONS (CONTINUED)
NEW STANDARDS, AMENDMENTS AND
INTERPRETATIONS ADOPTED IN THE
CURRENT YEAR (CONTINUED)
NZ IFRS 16 Leases (NZ IFRS 16) (continued)
Impact on the statement of cash flows for the reporting period
31 December 2019
Under NZ IFRS 16, lessees must present:
• Short-term lease payments and payments for leases of
low-value assets as part of operating activities;
• Cash payment for the interest portion of lease liability as
operating activities; and
• Cash payments for the principal portion of lease liabilities, as
part of financing activities.
Under NZ IAS 17, all lease payments on operating leases were
presented as part of cash flows from operating activities.
Consequently, for the reporting period to 31 December 2019 the
net cash from operating activities has increased by $21.2 million
and net cash from financing activities decreased by the same
amount. Comparative numbers have not been restated.
The adoption of NZ IFRS 16 did not have an impact on net cash
flows.
The Group as a lessee
The Group assesses whether a contract is or contains a lease at
inception of the contract. The Group recognises a ROU asset and a
corresponding lease liability with respect to all lease arrangements
in which it is the lessee, except for short-term leases and leases of
low-value assets where the Group recognises the lease payments
as an other operating expense on a straight-line basis over the
term of the lease.
Lease liabilities
Lease liabilities are initially measured at the present value of the
lease payments that are not paid at the commencement date,
discounted by using the rate implicit in the lease. If this rate cannot
be readily determined, the Group uses its incremental borrowing
rate (IBR).
Lease payments included in the measurement of the lease liability
comprise:
• Fixed lease payments, less any lease incentives;
• Variable lease payments that depend on an index or
rate, initially measured using the index or rate at the
commencement date;
• The exercise price of purchase options, if the lessee is
reasonably certain to exercise the options; and
• Payments of penalties for terminating the lease, if the lease
term reflects the exercise of an option to terminate the lease.
Lease liabilities are presented as a separate line in the balance
sheet and are subsequently measured by increasing the carrying
amount to reflect interest on the lease (using the effective interest
method) and reducing the carrying amount to reflect the lease
payments made.
The Group remeasures the lease liability if:
• The lease term has changed or there is a change in the
assessment of exercise of a purchase option, in which case
the lease liability is remeasured by discounting the revised
lease payments using a revised discount rate;
• Lease payments changing due to changes in an index or rate,
in which case the lease liability is remeasured by discounting
the revised lease payments using the initial discount rate; or
• A lease contract is modified and the lease modification is
not accounted for as a separate lease, in which case the
lease liability is remeasured by discounting the revised lease
payments using a revised discount rate.
ROU assets
ROU assets comprise of the initial measurement of the
corresponding lease liability, lease payments made at or before
the commencement date and any initial direct costs. They are
subsequently measured at cost less accumulated depreciation and
impairment losses.
Wherever the Group incurs an obligation for costs to dismantle
and remove a leased asset, restore the site on which it is located
or restore the underlying asset to the condition required by the
terms and conditions of the lease, a provision is recognised and
measured under NZ IAS 37. The costs are included in the related
ROU asset, unless those costs are incurred to produce inventories.
ROU assets are depreciated over the shorter period of lease term
and useful life of the underlying asset. The estimated useful lives
of ROU assets are determined on the same basis as similar owned
assets within property, plant and equipment. Depreciation starts at
the commencement date of the lease.
ROU assets are presented as a separate line in the balance sheet.
The Group applies NZ IAS 36 to determine whether a ROU asset
is impaired and accounts for any identified loss under the same
policy adopted for property, plant and equipment.
Variable rents that do not depend on an index or rate are not
included in the measurement of the lease liability and ROU asset.
The related payments are recognised as an expense in the period
in which the event or condition that triggers those payments
occurs and are included in other operating expenses in the income
statement.
68 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
2. NEW ACCOUNTING STANDARDS, AMENDMENTS
AND INTERPRETATIONS (CONTINUED)
NEW STANDARDS, AMENDMENTS AND
INTERPRETATIONS ADOPTED IN THE
CURRENT YEAR (CONTINUED)
NZ IFRS 16 Leases (NZ IFRS 16) (continued)
The Group as a lessor
The Group enters into lease agreements as a lessor with respect
to some of its properties. Leases for which the Group is a lessor
are classified as finance or operating leases. Whenever the terms
of the lease transfer substantially all the risks and rewards of
ownership to the lessee, the contract is classified as a finance
lease. All other leases are classified as operating leases.
When the Group is an intermediate lessor, it accounts for the head
lease and the sublease as two separate contracts. The sublease is
classified as a finance or operating lease by reference to the ROU
asset arising from the head lease.
Rental income from operating leases is recognised on a straight-
line basis over the term of the relevant lease. Initial direct costs
incurred in negotiating and arranging an operating lease are added
to the carrying amount of the leased asset and recognised on a
straight-line basis over the lease term.
Amounts due from lessees under finance leases are recognised
as receivables at the amount of the Group’s net investment in the
leases. Finance lease income is allocated to accounting periods so
as to reflect a constant periodic rate of return on the Group’s net
investment outstanding in respect of the leases.
Amendment to NZ IAS 1 Presentation of Financial Statements
(NZ IAS 1)
NZ IAS 1 prescribes the basis for the presentation of general
purpose financial statements to ensure the comparability of
financial information. The amendments to this standard are
effective for annual periods beginning on or after 1 January
2020 with the purpose to clarify the existing NZ IAS 1 disclosure
requirements relating to materiality and structure of the notes
to the financial statements. Consequential amendments have
been made to NZ IAS 8 Accounting Policies, Changes in Accounting
Estimates and Errors, NZ IAS 10 Events after the Reporting Period and
NZ IAS 37 Provisions, Contingent Liabilities and Contingent Assets to
clarify the definition of material.
Adopting these amendments did not result in significant changes
in disclosure for the Group's financial statements.
Other standards, amendments and interpretations
There are other standards, amendments and interpretations which
have been approved but are not yet effective. The Group expects
to adopt other standards when they become mandatory. None
are expected to materially impact the Group's financial statements
although may result in changes in disclosure.
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 69
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
3. SEGMENT INFORMATION
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-makers. The
chief operating decision-makers have been identified as the Chief Executive Officer, the Chief Financial Officer and the business leads of
the Group.
The chief operating decision-makers assess the performance of the operating segments based on operating profit, which reflects earnings
before financing income and expenses, share of profit from joint ventures and associates, other income, other expenses and income tax
expense. Inter-segment pricing is determined on an arm’s length basis. Segment results include items directly attributable to a segment
as well as those that can be allocated on a reasonable basis.
No single external customer’s revenue accounts for 10% or more of the Group’s revenue.
OPERATING SEGMENTS
The Group comprises the following main operating segments:
OPERATING SEGMENTSIGNIFICANT OPERATIONS
ApplesGrowing, packing, cool storing, sales and marketing of apples worldwide.
International Produce
International trading activities other than apples. Major markets are Asia, Australia and the Pacific.
Product is sourced from New Zealand, Australia, North America, South America and Europe.
New Zealand Produce
Growing, trading and transport activities within New Zealand. This incorporates the New Zealand
wholesale markets and the tomato and citrus growing operations.
Processed Foods
Includes the sale and marketing of processed foods, and trading activities in Australia and North
America.
OtherIncludes properties and corporate costs.
Segment information provided to the chief operating decision-makers for the reportable segments is shown in the following tables:
Apples
$’000
International
Produce
$’000
New
Zealand
Produce
$’000
Processed
Foods
$’000
Other
$’000
Total
$’000
2019
Total segment revenue692,487310,750233,21827,313
561,263,824
Inter-segment revenue(35,576)(5,643)(6,196) - - (47,415)
Revenue from external customers656,911305,107227,02227,313561,216,409
Purchases, raw materials and consumables used
(509,811)(270,155)(128,007)(23,826)(8)(931,807)
Depreciation and amortisation expenses
(17,843)(1,070)(16,367)(370)(2,103)(37,753)
Net other operating expenses
(109,531)(25,764)(79,062)(2,289)(13,702)(230,348)
Segment operating profit / (loss)
19,7268,1183,586828(15,757)16,501
Financing income
748
Financing expenses
(14,084)
Share of profit from joint ventures
14
Share of profit from associates
3,302
Other income
3,830
Profit before income tax from continuing
operations
10,311
FINANCIAL PERFORMANCE
This section explains the performance of the Group and details the contributions made by the Group’s operating segments. It also
describes how the Group earns its revenue and addresses other areas that impact on profitability such as other income, other
expenses, and taxation.
70 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
3. SEGMENT INFORMATION (CONTINUED)
Apples
$’000
International
Produce
$’000
New
Zealand
Produce
$’000
Processed
Foods
$’000
Other
$’000
Total
$’000
2018
Total segment revenue663,236271,032239,57427,150381,201,030
Inter-segment revenue(502)(4,254)(8,071) - - (12,827)
Revenue from external customers
662,734266,778231,50327,150381,188,203
Purchases, raw materials and consumables used(527,615)(232,826)(133,138)(23,004)(834)(917,417)
Depreciation and amortisation expenses(13,765)(586)(6,472)(774)(1,649)(23,246)
Net other operating expenses(93,641)(30,085)(90,615)(9,496)(8,078)(231,915)
Segment operating profit / (loss)27,7133,2811,278(6,124)(10,523)15,625
Financing income841
Financing expenses(13,029)
Share of profit from joint ventures694
Share of profit from associates2,534
Other income6,577
Profit before income tax from continuing
operations
13,242
Prior year comparatives have been restated to match current year presentation. This had no impact on the income statement or other
primary statements with the only impact being in the 2018 segment information note.
The Group is domiciled in New Zealand. The total revenue from external customers in New Zealand and other regions are:
2019
$’000
2018
$’000
New Zealand
245,437
276,619
Australia and Pacific Islands
118,587
117,596
Asia
386,995
316,788
Americas
84,760
92,412
Europe
380,630
384,788
Total revenue from continuing operations1,216,409
1,188,203
The total non-current assets other than trade and other receivables, derivative financial instruments, deferred tax assets and investment
in unlisted entities located in New Zealand and other countries are:
2019
$’000
2018
$’000
New Zealand
481,560
438,601
Other
53,663
49,728
Total535,223
488,329
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 71
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
Apples
$’000
International
Produce
$’000
New
Zealand
Produce
$’000
Processed
Foods
$’000
Other
$’000
Total
$’000
2019
Nature of revenue
Sale of produce
600,477303,594168,61125,493 -1,098,175
Commissions
17,66652021,6201,671 -41,477
Services
30,84099336,5691495668,607
Royalties
7,928 -222 - -8,150
Revenue from external customers
656,911305,107227,02227,313561,216,409
Timing of revenue recognition
At a point in time
Sale of produce
600,477303,594168,61125,493 -1,098,175
Commissions
17,66652021,6201,671 -41,477
Services
22,89299336,5561495660,646
Royalties
7,928 -222 - -8,150
648,963305,107227,00927,313561,208,448
Over time
Services
7,948 -13 - -7,961
7,948 -13 - -7,961
Revenue from external customers
656,911305,107227,02227,313561,216,409
The Group records revenue from the following sources:
Sale of produce
Revenue from the sale of produce is recognised either on dispatch or when the produce has reached its destination,
depending on the terms and agreements with customers and when there is supporting evidence that control and ownership
of the produce has transferred to the customer.
Commissions
The Group acts as an agent in certain revenue generating transactions where it facilitates the sale of produce into markets
and customers. Commission revenue is recognised in these instances when there is supporting evidence that control and
ownership of goods have transferred to the end-customer.
Services
The Group derives the majority of its service revenue through the provision of cool storage and packing services during the
growing and selling seasons. Revenue from the provision of services is recognised simultaneously as the services are being
performed over the length of the contract or at a point-in-time depending on the specifics of the contract.
Royalties
The Group recognises revenue from royalties when actual sales of the Group’s licenced apple varieties occur.
Principal and agency arrangements
The Group holds arrangements in which it acts as the principal and other arrangements in which it acts as the agent. The
following factors have been used by the Group in distinguishing whether it acts as the principal or the agent in specific
arrangements:
• Primary responsibility for fulfilling the promise to provide the goods or services to the end-customer.
• Inventory risk before goods are transferred to the end-customer.
• The discretion to establish the price of goods and services above.
4. REVENUE
72 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
4. REVENUE FROM CONTRACTS WITH CUSTOMERS (CONTINUED)
5. OTHER INCOME
OTHER INCOME
The Group recognised income from other operating and non-operating activities during the year.
Other operating income consists of the following:
Apples
$’000
International
Produce
$’000
New
Zealand
Produce
$’000
Processed
Foods
$’000
Other
$’000
Total
$’000
2018
Nature of revenue
Sale of produce
606,385 266,507 172,500 25,875 - 1,071,267
Commissions
15,535 (601) 23,377 1,142 - 39,453
Services
34,659 872 35,565 133 38 71,267
Royalties
6,155 - 61 - - 6,216
Revenue from external customers
662,734 266,778 231,503 27,150 38 1,188,203
Timing of revenue recognition
At a point in time
Sale of produce
606,385 266,507 172,500 25,875 - 1,071,267
Commissions
15,535 (601) 23,377 1,142 - 39,453
Services
25,927 872 35,319 133 38 62,289
Royalties
6,155 - 61 - - 6,216
654,002 266,778 231,257 27,150 38 1,179,225
Over time
Services
8,732 - 246 - - 8,978
8,732 - 246 - - 8,978
Revenue from external customers
662,734 266,778 231,503 27,150 38 1,188,203
NOTES
2019
$’000
2018
$’000
Net exchange gains
-
1,180
Change in fair value of biological assets8
6,439
10,360
Net gain from reversal of previous property, plant and equipment
revaluation changes through profit and loss
4,419
600
Rent
1,451
1,262
Rent from subleases
1,457
1,322
Other
533
215
Total
14,299
14,939
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 73
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
5. OTHER INCOME (CONTINUED)
Other income consists of the following non-operating activities:
6. OTHER EXPENSES
DEPRECIATION AND AMORTISATION EXPENSES
2019
$’000
2018
$’000
Gain on sale of kiwifruit post-harvest and orchard assets
3,137
4,814
Gain on disposal of investment in associate
-
120
Gain on disposal of distribution centre
-
1,643
Gain on sale and leaseback of cool stores
693
-
Total
3,830
6,577
NOTES
2019
$’000
2018
$’000
Continuing operations
Depreciation of property, plant and equipment9
20,409
21,765
Depreciation of right-of-use assets11
15,874
-
Amortisation10
1,470
1,481
37,753
23,246
Discontinued operations
Depreciation of property, plant and equipment9
-
298
-
298
Total
37,753
23,544
74 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
6. OTHER EXPENSES (CONTINUED)
OTHER OPERATING EXPENSES
Other operating expenses includes the following:
NOTES
2019
$’000
2018
$’000
Directors' fees25
386
387
Fleet costs
11,515
20,548
Net exchange losses
7,657
-
Net loss on disposal of property, plant and equipment
2,327
2,077
Professional fees
13,196
11,578
Promotion costs
9,437
8,194
Rental and property related costs
13,592
21,233
Repairs and maintenance
9,405
9,798
Research and development
1,624
1,373
Travel and accommodation
4,747
4,981
Net exchange losses do not include a net realised foreign exchange gain of $12.8m (2018: $4.6m) recognised as part of revenue and
purchases, raw materials and consumables used. The total impact of exchange differences in the current financial year was a net gain
of $5.1m (2018: $5.8m)
EMPLOYEE BENEFITS EXPENSES
Defined contribution plans
Obligations for contributions to defined contribution pension plans are recognised as an expense in the income statement
as incurred.
Short-term employee benefits
Employee entitlements to salaries and wages and annual leave, to be settled within twelve months of the reporting date,
represent present obligations resulting from employees’ services provided up to the reporting date, calculated at
undiscounted amounts based on remuneration rates that the Group expects to pay.
During the year, contributions of $3.9 million were made by the Group towards employees’ superannuation schemes (2018: $4.0 million).
AUDIT FEES
Audit fees of the Group and related services from the Group’s auditors consist of the following:
2019
$’000
2018
$’000
Deloitte Limited and affiliated firms
Audit of the financial statements
676
597
Audit related services
9
9
Other services
39
40
Other auditors
Audit services provided
412
309
Other services
100
98
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 75
6. OTHER EXPENSES (CONTINUED)
AUDIT FEES (CONTINUED)
Services performed by Deloitte Limited in 2019 comprise the following:
• Audit of statutory financial statements for the Group and individual subsidiary companies, including offshore subsidiaries with local
statutory audit requirements where Deloitte Limited, or a member of its network, is the auditor.
• Audit related services including procedures relating to the interim financial statements.
• Review of solvency return for a captive insurance subsidiary.
• Other services including whistleblower hotline services and administration of the corporate tax payer group.
During the year, subsidiaries of the Group engaged other auditors to perform audit services and the fees paid were as follows:
2019
$’000
2018
$’000
BDO for Delica (Shanghai) Fruit Trading Company Limited13
11
Burgess Hodgson LLP for Worldwide Fruit Limited89
75
HLB Mann Judd for Delica Australia Pty Limited, Delica Domestic Pty Limited and T&G
Vizzarri Farms Pty Limited
61
74
Hutchinson and Bloodgood LLP for Delica North America, Inc.137
95
Moss Adams LLP for ENZAFRUIT Products Inc.86
54
JPAC for T&G South East Asia Limited26
-
Total
412
309
7. TAXATION
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
Income tax
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the relevant taxation
authorities based on the current period’s taxable income and any adjustments in respect of previous years.
Deferred tax
Deferred tax is provided on all temporary differences at the reporting date between the tax bases of assets and liabilities and
their carrying amounts for financial reporting purposes.
Income tax is recognised in the income statement apart from when it relates to items recognised directly in other
comprehensive income or equity, in which case it is recognised in other comprehensive income or equity.
76 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
7. TAXATION (CONTINUED)
(A) TAXATION ON PROFIT BEFORE INCOME TAX
2019
$’000
2018
$’000
Current tax expense
(7,651)
(6,856)
Deferred tax credit
3,951
4,008
Total
(3,700)
(2,848)
(B) RECONCILIATION OF PRIMA FACIE TAXATION AND TAX EXPENSE
The taxation expense that would arise at the standard rate of corporation tax in New Zealand is reconciled to the tax expense as follows:
2019
$’000
2018
$’000
Profit before income tax
10,311
13,242
Prima facie taxation at 28% (2018: 28%)
(2,887)
(3,708)
(Add) / deduct tax effect of:
Non-deductible items
(2,812)
(1,339)
Effect of tax rates in foreign jurisdictions
883
540
Tax on share of profit from joint ventures and associates
683
2,719
Recognition of losses previously not recognised
203
142
Deferred tax assets not recognised
(861)
(17)
Non-taxable items
2,217
966
Adjustments in respect of prior periods
(48)
(1,565)
Unutilised foreign tax credits not available for future periods
(1,078)
-
Other
-
(586)
Total
(3,700)
(2,848)
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 77
7. TAXATION (CONTINUED)
(C) DEFERRED TAXATION
Balance of temporary differences
Property,
plant and
equipment
$’000
Intangible
assets
$’000
Biological
assets
$’000
Provisions
and
accruals
$’000
Unrelieved
trading
losses
$’000
Other
$’000
Total
$’000
2018
Balance as at 1 January(43,502)(1,689)(7,573)2,7612422,883(46,878)
Recognised in income statement(4,916)(12)(319)(1,396)10,3123394,008
Recognised in equity3,885 - - - - - 3,885
Balance as at 31 December(44,533)(1,701)(7,892)1,36510,5543,222(38,985)
2019
Balance as at 1 January(44,533)(1,701)(7,892)1,36510,5543,222(38,985)
Prior year adjustments recognised in
the income statement
4,434(341)(393)482870(3,859)1,193
Recognised in income statement1,597391,605957(1,422)(18)2,758
Recognised in equity(3,517) - - 84(2,501)58(5,876)
Foreign exchange movements(13)(12) - (3)3518
Balance as at 31 December(42,032)(2,015)(6,680)2,8857,536(596)(40,902)
Net deferred tax balance of $40.9 million (2018: $39.0 million) is represented by deferred tax assets of $1.8 million (2018: $2.3 million) and
deferred tax liabilities of $42.7 million (2018: $41.3 million).
Expected settlement
2019
$’000
2018
$’000
Deferred tax assets expected to be settled within 12 months3,7413,801
Deferred tax liabilities expected to be settled in more than 12 months(44,643)(42,786)
Total(40,902)(38,985)
(D) IMPUTATION CREDITS
The Group had a negative imputation credit account balance of $0.6 million as at 31 December 2019 (2018: $5.6 million negative balance)
and the Group will be making a voluntary payment before 31 March 2020 to ensure the balance is in credit at that time.
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
78 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
OPERATING ASSETS
This section describes the assets used to operate the business and generate revenue for the Group. Operating assets include biological
assets, property, plant and equipment, and intangible assets.
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
8. BIOLOGICAL ASSETS
Biological assets consists of unharvested fruit growing on bearer plants, and are stated at fair value based on their present
location and condition less estimated point-of-sale costs. Any gain or loss from changes in the fair value of biological assets is
recognised in the income statement.
Point-of-sale costs include all other costs that would be necessary to sell the assets.
The fair value of the Group’s apples, grapes, berries, citrus fruit and tomatoes are determined by management using a
discounted cash flow approach.
Costs are based on current average costs and referenced back to industry standard costs. The costs are variable depending on
the location, planting and the variety of the biological asset. A suitable discount rate has been determined in order to calculate
the present value of those cash flows. The fair value of biological assets at or before the point of harvest is based on the value of
the estimated market price of the estimated volumes produced, net of harvesting and growing costs. Changes in the estimates
and assumptions supporting the valuations could have a material impact on the carrying value of biological assets and reported
profit.
The following significant assumptions and considerations have been taken into account in determining the fair value of the
Group’s biological assets:
• Forecasts for the following year based on management’s view of projected cash flows, including sales and margins,
adjusted for inflation, location and variety of crops.
• The Group has unhedged projected cash flows from sales in foreign currencies. These have been translated to the Group’s
functional currency at average exchange rates sourced from financial institutions based on forecasted sales profiles.
• Discount rates to adjust for risks inherent to the crop, including natural events, disease or any other adverse factors that
may impact the quality, yield or price.
• Any significant changes to management of the crop in the current and following year.
Valuation process
Fair value assessments of the Group’s biological assets are undertaken internally. Discussions of valuation processes and results
of the assessments are held between the Chief Financial Officer and business division finance managers at least once every six
months in line with the Group’s reporting requirements.
The main level 3 inputs used by the Group are derived and evaluated as follows:
• Production yields, including tray carton equivalents per hectare and tonnes per hectare, are determined based on historical
production trends for each orchard and forecasted expected yields based on the underlying age and health of the
orchards.
• Annual gate prices represent management’s assessment of expected future returns for the biological assets based on
historical trends, current market pricing, and known market factors at reporting date.
• Discount rates are determined by reference to historical trends and loss events, and an assessment of the time value of
money and any risks specific for the current crop being valued.
The fair value of biological assets and the level 3 inputs to the fair value model are analysed at the end of each reporting period as
part of the half-yearly discussion held with the Chief Financial Officer.
As part of the analysis the level 3 inputs are reviewed and assessed for reasonableness with reference to current market
conditions. The calculated fair value of biological assets is also reviewed to determine if it is a fair reflection of management’s
expected returns for each crop type.
The cash outflows used in the fair value calculation include notional cash flows for land and bearer plants owned by the Group.
They are based on market rent payable for orchards of similar size.
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 79
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
8. BIOLOGICAL ASSETS (CONTINUED)
Apples
$’000
Tomatoes
$’000
Citrus
$’000
Grapes
$’000
Other
$’000
Total
$’000
2018
Balance at 1 January
19,926 2,509 2,203 - 2,409 27,047
Capitalised costs
30,737 1,817 8,011 1,792 4,270 46,627
Change in fair value less costs to sell
6,137 4,014 468 - (259) 10,360
Decrease due to harvest
(32,927)(6,160)(8,949)(1,792)(6,021)(55,849)
Balance at 31 December 23,873 2,180 1,733 - 399 28,185
2019
Balance at 1 January23,873 2,180 1,733 - 399 28,185
Capitalised costs 28,505 1,655 5,661 7,313 902 44,036
Change in fair value less costs to sell 3,196 3,555 (59) - (253) 6,439
Decrease due to harvest(37,214)(5,536)(5,358)(6,702)(1,217)(56,027)
Balance at 31 December
18,360 1,854 1,977 611 (169) 22,633
In the prior year, kiwifruit and blueberries have been classified in the 'Other' category. In the current year, the 'Other' category only
represents blueberries.
80 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
8. BIOLOGICAL ASSETS (CONTINUED)
FAIR VALUE MEASUREMENT
Techniques applied by the Group which are used to value biological assets are considered to be level 3 in the fair value
hierarchy. Inputs are not based on observable market data (that is, unobservable inputs). There have been no transfers between
levels during the year.
The unobservable inputs used by the Group to fair value its biological assets are detailed below:
PRODUCE
UNOBSERVABLE INPUTS
RANGE OF UNOBSERVABLE INPUTS
20192018
Apples
Tray carton equivalent (TCE) per hectare per annum
Weighted average TCE per hectare per annum
Export prices per export TCE
Weighted average export prices per export TCE per annum
Risk-adjusted discount rate
1,400 to 6,500
3,366
$10 to $70
$35.19
25%
1,400 to 6,500
3,652
$10 to $65
$29.22
25%
Tomatoes
Tonnes per hectare per annum
Weighted average tonnes per hectare per annum
Annual price per kilogram (kg) per season
Weighted average price per kg per season
Risk-adjusted discount rate
171 to 628
431
$1.49 to $18.78
$3.60
25%
180 to 605
420
$1.43 to $18.28
$4.10
25%
Citrus
Tonnes per hectare per annum
Weighted average tonnes per hectare per annum
Annual gate price per tonne per season
Weighted average gate price per tonne per season
Risk-adjusted discount rate
29
29
$950 to $2,670
$1,888
14%
29
29
$950 to $2,670
$2,070
14%
Blueberries
Tonnes per hectare per annum
Weighted average tonnes per hectare per annum
Annual gate price per kg per season
Weighted average gate price per kg per season
Risk-adjusted discount rate
6.5
6.5
$8.50 to $16.92
$16.50
18%
6.5
6.5
$8.50 to $28.00
$19.21
18%
As the yield per hectare and gate price or export price per TCE increases, the fair value of biological assets increases. As the discount rate
used increases, the fair value of biological assets decreases.
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 81
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
8. BIOLOGICAL ASSETS (CONTINUED)
RISK
Being involved in agricultural activity, the Group is exposed to financial risks arising from adverse climatic or natural events. Financial
risk also arises through adverse changes in market prices or volumes harvested, and adverse movements in foreign exchange rates.
Price risk is mitigated by close monitoring of commodity prices and factors that influence those commodity prices. The Group also
takes reasonable measures to ensure that harvests are not affected by climatic and natural events, disease, or any other factors that
may negatively impact on the quality and yield of crop. Foreign currency risk is mitigated by using derivative instruments such as
foreign currency hedging contracts to hedge foreign currency exposure.
ACTIVITY ON PRODUCTIVE OWNED AND LEASED LAND
The productive owned and leased land growing different types of biological assets and by agricultural produce types are detailed in the
table below:
HECTARES
PRODUCTION UNITS
2019201820192018Unit Measure
Apples
779
710
1,622,308
1,610,435TCE
Tomatoes
28
28
12,248,314
11,899,015kg
Citrus
101
133
2,644,000
3,975,307kg
Grapes
130
74
270,414
99,000kg
Blueberries
11
11
73,182
50,839kg
Kiwifruit
-
46
-
682,168class 1 trays
Other
-
1
-
20,833kg
9. PROPERTY, PLANT AND EQUIPMENT
Commercial land and improvements, orchard land and improvements, and buildings are stated at their fair value less
accumulated depreciation and impairment losses. All other items of property, plant and equipment are stated at their cost
less accumulated depreciation and impairment losses.
Revaluations
The Group’s policy is to revalue commercial land and improvements, orchard land and improvements, and buildings every
three years with valuations being performed by independent registered valuers based on the price that would be received to
sell the asset in an orderly transaction between market participants under current market conditions. Valuation assessments
are performed earlier than every three years if market evidence suggests that property values have moved materially since
the time of the last valuation assessment.
All property valuers used are members of the New Zealand Institute of Valuers, with the exception of the valuers appointed
in Belgium, Peru and the United Kingdom who have the appropriate expertise as required in those jurisdictions.
The revaluations are conducted on a systematic basis across the Group so that the asset revaluations are performed with
sufficient regularity to ensure that the carrying amount does not differ materially from that which would be determined
using fair value at balance date. Where valuations are not obtained for land and improvements, and buildings, the carrying
values of these assets are reassessed for any material change.
Any increase in value that offsets a previous decrease in value of the same asset is charged to the income statement.
Any other increase is recognised directly in other comprehensive income and accumulated in the asset revaluation reserve.
Any decrease in value that offsets a previous increase in value of the same asset is charged against the revaluation reserve.
Any other decrease in value is charged to the income statement.
82 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
9. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
Depreciation
Depreciation of property, plant and equipment, other than commercial and orchard land which is not depreciated, is calculated
on a straight-line basis so as to expense the cost of the assets, or the revalued amounts, to their expected residual values over
their useful lives as follows:
• Commercial land improvements 15 to 50 years
• Orchard land improvements 15 to 50 years
• Buildings 15 to 50 years
• Bearer plants 7 to 40 years
• Glasshouses 33 years
• Motor vehicles 5 to 7 years
• Plant and equipment and hire containers 3 to 15 years
Impairment
Items of property, plant and equipment are assessed for indicators of impairment at each reporting date. Impairment losses are
recognised in profit or loss in the period in which they arise.
Commercial
land and
improvements
$’000
Orchard
land and
improvements
$’000
Buildings
$’000
Bearer
plants
$’000
Glasshouses
$’000
Motor
vehicles
$’000
Plant and
equipment
and hire
containers
$’000
Work in
progress
$’000
Total
$’000
At 1 January 2018
Cost or valuation
80,56473,682178,49832,65227,8547,122204,42227,367632,161
Accumulated depreciation
and impairment
(247)(671)(6,130)(5,364)(10,544)(4,572)(153,652) - (181,180)
Net carrying amounts
80,31773,011172,36827,28817,3102,55050,77027,367450,981
Year ended 31 December
2018
Opening net carrying
amounts
80,31773,011172,36827,28817,3102,55050,77027,367450,981
Additions and transfers
4711,3241,1863,648 - 3774,42617,44328,875
Reclassifications
971191,992715 - 633,170(6,156) -
Transferred to prepayments
- - - - - - - (4,584)(4,584)
Transferred to investment
property
(6,037) - (9,279) - - - - - (15,316)
Depreciation
(1,647)(691)(6,217)(1,662)(1,244)(591)(10,011) - (22,063)
Disposals
(5,495)(8,826)(15,294)(2,207) - (108)(3,700)(5,526)(41,156)
Reversal of impairment
- 600 - - - - - - 600
Depreciation write back on
revaluations
- - (10) - - - - - (10)
Foreign exchange
movements
(83)23(1,027)(280) - (45)424207(781)
Closing net carrying
amounts
67,62365,560143,71927,50216,0662,24645,07928,751396,546
At 31 December 2018
Cost or valuation
69,39166,999156,56534,15127,8546,613153,03128,751543,355
Accumulated depreciation
(1,768)(1,439)(12,846)(6,649)(11,788)(4,367)(107,952) - (146,809)
Net carrying amounts
67,62365,560143,71927,50216,0662,24645,07928,751396,546
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 83
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
9. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
Commercial
land and
improvements
$’000
Orchard
land and
improvements
$’000
Buildings
$’000
Bearer
plants
$’000
Glasshouses
$’000
Motor
vehicles
$’000
Plant and
equipment
and hire
containers
$’000
Work in
progress
$’000
Total
$’000
At 1 January 2019
Cost or valuation
69,39166,999156,56534,15127,8546,613153,03128,751543,355
Accumulated
depreciation and
impairment
(1,768)(1,439)(12,846)(6,649)(11,788)(4,367)(107,952) - (146,809)
Net carrying amounts
67,62365,560143,71927,50216,0662,24645,07928,751396,546
Year ended 31
December 2019
Opening net carrying
amounts
67,62365,560143,71927,50216,0662,24645,07928,751396,546
Additions and transfers
5021408355,253614324,25424,94536,422
Reclassifications
596 - 1,483170 - - 4,273(6,522) -
Depreciation
(1,376)(669)(5,915)(1,597)(1,105)(595)(9,152) - (20,409)
Disposals
(41,259)(3,901)(29,925)(2,484) - (124)(3,349)(7,380)(88,422)
Revaluations
18,50318,50211,913 - - - - 24649,164
Depreciation write back
on revaluations
2,3938259,369 - - - - - 12,587
Foreign exchange
movements
6435250(376) - 3860120191
Closing net carrying
amounts
47,04680,492131,72928,46815,0221,99741,16540,160386,079
At 31 December 2019
Cost or valuation
47,39481,705140,88336,54727,9156,487140,57640,160521,667
Accumulated
depreciation
(348)(1,213)(9,154)(8,079)(12,893)(4,490)(99,411) - (135,588)
Net carrying amounts
47,04680,492131,72928,46815,0221,99741,16540,160386,079
REVALUATIONS
The methods and valuation techniques used for assessing the current market value of commercial land and improvements,
orchard land and improvements, and buildings by external valuers are disclosed on the following page. Changes in the estimates
and assumptions underlying the valuation approaches could have a material effect on the carrying amounts of the properties,
with changes in value reflected either in other comprehensive income or through the income statement as appropriate in
accordance with the Group’s accounting policy.
The following table presents the valuers and valuation techniques of the most recent valuation of the Group’s commercial land and
improvements, and buildings, carried out between September and November 2019. Overall uplift from the revaluation of property
amount to $42.5 million.
PROPERTYVALUER
Depreciation replacement cost / discounted cash flow / income capitalisation approach
29 Stuart Road, PukekoheTelfer Young
20 Mihaere Drive, Roslyn, Palmerston NorthTelfer Young
484 Nayland Road, Stoke, NelsonTelfer Young
84 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
9. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
REVALUATIONS (CONTINUED)
PROPERTYVALUER
Depreciation replacement cost / income capitalisation approach
5125 Roxburgh-Ettrick Road, Ettrick, RoxburghTelfer Young
Depreciation replacement cost / market comparison approach
153 Harrisville Road, Tuakau, WaikatoTelfer Young
292 Harrisville Road, Tuakau, Waikato Telfer Young
133 Lynd Road, Ohaupo, WaipaTelfer Young
3057 Broadlands Road, Broadlands, RotoruaTelfer Young
Income capitalisation approach
241 Evenden Road, Twyford, HastingsLogan Stone
22-32 Whakatu Road, Whakatu, HastingsLogan Stone
2 Anderson Road, Whakatu, HastingsLogan Stone
Market comparison approach
37 Goodall Road, Riwaka, MotuekaTelfer Young
655 Main Road, Riwaka, MotuekaTelfer Young
3800 Sint-Truiden, BelgiumVangronsveld & Vranken
Apple Way, Pinchbeck, Spalding, United KingdomJones Lang LaSalle
The following table presents the valuers and valuation techniques of the most recent valuation of the Group’s orchard land and
improvements, carried out between October and December 2019. Overall uplift from the revaluation of orchards amount to $19.3 million.
PROPERTYVALUER
Depreciation replacement cost / market comparison approach
Kerikeri orchards, KerikeriLogan Stone
Apollo orchards, Heretaunga Plains, Hawke's BayLogan Stone
2 Anderson Road, WhakatuLogan Stone
66 Trotter Road, Twyford, HastingsLogan Stone
Ormond Road, Twyford, HastingsLogan Stone
Raupare Road, Twyford, HastingsLogan Stone
Tambo Grande District, Sullana Province, Piura, PeruInvalsa
657 Main Road, Riwaka, MotuekaLogan Stone
99 Swamp Road, Riwaka, MotuekaLogan Stone
83 Swamp Road, Riwaka, MotuekaLogan Stone
101 Motueka River West Bank Road, Brooklyn, MotuekaLogan Stone
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 85
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
9. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
REVALUATIONS (CONTINUED)
The principal valuation approaches used by the valuers during their valuations of commercial land and improvements, orchard land
and improvements, and buildings, and the impact of a change in a significant unobservable valuation input are described below.
PRINCIPAL VALUATION APPROACH AND DESCRIPTION OF
APPROACH
RELATIONSHIPS OF UNOBSERVABLE INPUTS
TO FAIR VALUE
Depreciation replacement cost approach
This approach involves assessing the replacement cost of building
and site improvements, adjusting this cost for depreciation and any
obsolescence and the market value of land.
The higher the replacement cost after adjustments, the
higher the fair value.
Discounted cash flow approach
This approach is based on the future projection of rental income cash
flows discounted back to their present value, with inputs which include:
• Discount rates with a range from 8.5% to 13.5% The higher the discount rate, the lower the fair value.
• Terminal yield rates with a range from 6.75% to 12.3%The higher the terminal yield rate, the lower the fair value.
• Investment horizon of 10 yearsThe longer the investment horizon, the higher the fair
value.
• Rental growth estimated at between 0.1% to 9.3% per annum.The higher the rental growth rate, the higher the fair value.
Income capitalisation approach
This approach capitalises the actual contract and / or potential income at
an appropriate market derived rate of return. Capitalisation rates applied
range from 7.3% to 9.5%.
The higher the capitalisation rate, the lower the fair value.
Market comparison approach
This approach analyses comparable sales evidence to a sale price per
square metre of floor area and makes adjustment to these rates to reflect
differences in the location, size and quality of the buildings, together with
an adjustment for any market movement since the sales occurred.
The higher the sale price per square metre after
adjustments, the higher the fair value.
86 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
9. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
LAND AND BUILDINGS AT HISTORICAL COST
If land and buildings were carried under the cost model, their carrying amounts would be as follows:
2019
$’000
2018
$’000
Commercial land and improvements
Cost 20,995
27,761
Accumulated depreciation and impairment(6,541)
(7,716)
Net carrying amount
14,454
20,045
Orchard land and improvements
Cost 63,068
65,648
Accumulated depreciation and impairment(20,368)
(20,296)
Net carrying amount
42,700
45,352
Buildings
Cost 111,421
134,638
Accumulated depreciation and impairment(38,071)
(48,909)
Net carrying amount
73,350
85,729
FAIR VALUE MEASUREMENT
Techniques applied by the Group which are used to value certain classes of property, plant and equipment are considered to
be level 3 in the fair value hierarchy. Inputs are not based on observable market data (that is, unobservable inputs). There have
been no transfers between levels during the year.
The following values represent fair value at the time of valuation, plus additions and less disposals and accumulated depreciation,
since the date of valuations. Management have assessed that these values represent fair value.
2019
$’000
2018
$’000
Commercial land and improvements
47,046
67,623
Orchard land and improvements
80,492
65,560
Buildings
131,729
143,719
Total
259,267
276,902
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 87
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
10. INTANGIBLE ASSETS
Intangible assets, except for goodwill acquired by the Group, are stated at cost less accumulated amortisation and impairment
losses.
Software, licences and capitalised costs of developing systems are recorded as intangible assets, unless they are directly related
to a specific item of hardware and recorded as property, plant and equipment, and are amortised over a period of three to eight
years.
Acquired brands are amortised over their anticipated useful lives of 10 to 25 years where they have a finite life.
Goodwill is recorded at cost less any accumulated impairment losses. Goodwill and any other intangible assets with indefinite
useful lives are tested for impairment at each balance date.
Goodwill
$’000
Software
$’000
Plant variety
rights
$’000
Other
intangibles
$’000
Total
$’000
At 1 January 2018
Cost21,06922,8224,63710,63259,160
Accumulated amortisation - (16,720)(3,673)(1,135)(21,528)
Net carrying amounts21,0696,1029649,49737,632
Year ended 31 December 2018
Opening carrying amounts21,0696,1029649,49737,632
Additions - 1,2883131,304
Amortisation - (1,031)(5)(445)(1,481)
Disposals - (237)(5)(16)(258)
Foreign exchange movements(253)(10)2(339)(600)
Net carrying amounts20,8166,1129598,71036,597
At 31 December 2018
Cost20,81622,6014,63710,06758,121
Accumulated amortisation - (16,489)(3,678)(1,357)(21,524)
Net carrying amounts20,8166,1129598,71036,597
Year ended 31 December 2019
Opening carrying amounts
20,8166,1129598,71036,597
Additions
- 3,0132913,106
Amortisation
- (1,051)(6)(413)(1,470)
Disposals
- (50) - (5)(55)
Foreign exchange movements3247 - 67398
Net carrying amounts21,1408,0319558,45038,576
At 31 December 2019
Cost21,14025,5714,6389,63060,979
Accumulated amortisation - (17,540)(3,683)(1,180)(22,403)
Net carrying amounts21,1408,0319558,45038,576
88 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
10. INTANGIBLE ASSETS (CONTINUED)
IMPAIRMENT TESTS FOR GOODWILL
The discount rate used for the purposes of goodwill impairment testing is based on a calculated weighted average cost of capital
adjusted for risks specific to the cash-generating units. The weighted average cost of capital is based on the cost of debt and cost
of equity weighted accordingly between the relative percentages of debt and equity. The cost of debt is the actual cost of debt
and the cost of equity is calculated using the capital asset pricing model.
Goodwill held by the Group relates to acquisitions of Status Produce Limited, the Delica Group (including cash-generating units of Delica
Limited, Delica Australia Pty Limited and T&G Vizzarri Farms Pty Limited) and Worldwide Fruit Limited.
GOODWILL
2019
$’000
2018
$’000
Delica Limited2,104 2,104
Delica Australia Pty Limited3,223 3,247
Status Produce Limited7,989 7,989
T&G Vizzarri Farms Pty Limited1,576 1,587
Worldwide Fruit Limited6,248 5,889
Total21,140 20,816
The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations
require the use of estimates as to future profitability of the relevant cash-generating units to which goodwill has been allocated
and the choice of a suitable discount rate in order to calculate the present value of those cash flows.
The key assumptions used for the value-in-use calculations are as follows:
EBIT growth rateDiscount rateTerminal growth rate
201920182019201820192018
Cash-generating units
Delica Limited
2.00%
2.00%
11.00%
10.60%
2.00%
2.00%
Delica Australia Pty Limited
2.00%
2.00%
11.00%
10.60%
2.00%
2.00%
Status Produce Limited
2.00%
2.00%
11.00%
10.60%
2.00%
2.00%
T&G Vizzarri Farms Pty Limited
2.00%
2.00%
11.00%
10.60%
2.00%
2.00%
Worldwide Fruit Limited
2.00%
2.00%
13.00%
13.00%
2.00%
2.00%
The calculations support the carrying amount of recorded goodwill. Management believes that any reasonable change in the key
assumptions used in the calculations would not cause the carrying amount to exceed its recoverable amount.
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 89
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
FUNDING
This section focuses on how the Group funds its operations and manages its capital structure.
11. LEASES
The Group as a lessee
The Group leases certain property, plant and equipment. The Group recognises a right-of-use asset and a corresponding
lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases and leases of low-
value assets where the Group recognises the lease payments as an other operating expense on a straight-line basis over the
term of the lease.
RIGHT-OF-USE ASSETS
Orchard
land
$'000
Property
$'000
Glasshouses
$'000
Motor
vehicles
$'000
Plant and
equipment
$'000
Total
$'000
As at 1 January 2019
15,976 22,448 3,507 14,923 1,60658,460
Additions
1,033 9,022 1,071 7,107 2,22720,460
Terminations (net)(89)(2,618)(2)(326) - (3,035)
Depreciation expense
(1,975)(4,525)(914)(7,896)(564)(15,874)
Foreign exchange movements
- 13 - 301255
As at 31 December 2019
14,94524,3403,66213,8383,28160,066
LEASE LIABILITIES - MATURITY ANALYSIS
2019
$’000
Lease liabilities under NZ IFRS 16
Less than one year
13,547
Between one and five years
28,463
More than five years
19,553
Total lease payable
61,563
Current
13,547
Non-current
48,016
The Group leases various property, plant and equipment under non-cancellable leases expiring within three months to 26 years. The
leases have varying terms and have no option to purchase in respect of the leased operating plant and equipment in the financial year
ended 31 December 2019.
90 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
11. LEASES (CONTINUED)
SALE AND LEASEBACK
As part of the Group's strategy to redirect capital to support the future growth of the business, the Group sold the Mt Wellington site
on 2-6 Monahan Road, Auckland on 26 September 2019 to Goodman Property Trust, and 220 Fryatt Street, Dunedin on 2 December
2019 to Port Otago Limited.
The Mt Wellington site with warehouses and offices has an initial lease term of two years with two further renewals of one year each.
The Group has recognised a right-of-use asset from its leaseback of the Mt Wellington site based on a two year lease term, as initial
assessments are that the site will be occupied for two years. The Fryatt Street site with cool stores has an initial lease term of three
years with two further renewals of one year each. The Group has recognised a right-of-use asset from its leaseback of the Fryatt Street
site based on a three year lease term, as initial assessments are that the site will be occupied for three years.
Total right-of-use asset additions recognised in the current year for the two properties amount to $8.4 million. The sale and leaseback
transactions contain fixed rent review clauses in the event that the Group exercises its option to renew.
Proceeds from the sale of the site and associated lease payments are included in the statement of cash flows. Refer to Note 5 for gains
arising from sale and leaseback transactions.
AMOUNT RECOGNISED IN THE INCOME STATEMENT
Notes
2019
$’000
Expenses
Depreciation of right-of-use assets615,874
Interest on lease liabilities3,190
Short-term leases
4,067
Leases of low-value assets
592
The total cash outflow for leases in 2019 was $21.2 million (2018: $16.6 million).
12. LOANS AND BORROWINGS
Borrowings are recognised initially at fair value less directly attributable transaction costs. Subsequent to initial recognition,
borrowings are stated at amortised cost using the effective interest method.
2019
$’000
2018
$’000
Current
Secured borrowings 1,364 3,865
Lease liabilities -
(1)
294
(2)
Loans from related party5,193 -
Total 6,557 4,159
Non-current
Secured borrowings 84,895 146,046
Lease liabilities -
(1)
54
(2)
Total 84,895 146,100
Loans from related party relates to a loan from the Ultimate Parent of the Group. The loan is repayable on demand with interest charged
at a rate of 6.25% per annum.
(1)
Refer to Note 11 for current year lease liabilities recognised under NZ IFRS 16 Leases
(2)
Lease liabilities previously recognised under NZ IAS 17 Leases
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 91
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
12. LOANS AND BORROWINGS (CONTINUED)
INTEREST RATES
As at 31 December 2019 the weighted average interest rate on the secured and unsecured borrowings is 2.8% (2018: 3.3%), fixed for
periods up to three months.
SECURITY AND BANK FACILITIES
As at 31 December 2019 the Group had a term debt facility from the Bank of New Zealand, HSBC, Rabobank and Westpac amounting
to $160.0 million (2018: $180.0 million), subject to certain cancellation obligations in respect on proceeds from recent asset sales. A
revised $140.0 million term debt facility was executed in February 2020 with the same banks. The seasonal facility is renewed annually
and is not drawn as at 31 December 2019. These facilities are secured by a guarantee from the Ultimate Parent for no consideration.
The banking facilities for the 2020 year are as follows:
2019
$’000
2018
$’000
Secured and unsecured borrowings repayment schedule
Within one year
6,557
3,865
Between one and two years
84,895
-
Between two and five years
-
146,046
Total
91,452
149,911
Amount
$’000Expiry date
Banking facilities in New Zealand
Term debt facility
140,000
27 Feb 2023
Seasonal facility
80,000
30 Nov 2020
Money market facility
40,000
27 Feb 2023
Overdraft facility
3,000
Uncommitted
Banking facilities in the United Kingdom
Term debt facility
3,791
01 Mar 2022
Overdraft facility
3,939
01 Apr 2020
Banking facilities in Australia
Overdraft facility
3,230
Uncommitted
Related party facilities
Term debt facility
5,300
Uncommitted
92 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
13. NET FINANCING EXPENSES
2019
$’000
2018
$’000
Finance income
Interest income748719
Other - 122
Total748841
Finance expenses
Interest expense on borrowings(10,950)(12,342)
Effective interest on long-term receivables(117)(206)
Effective interest on deferred consideration - (16)
Interest expense on lease liabilities(3,190)(22)
(1)
Capitalised interest581-
Bank fees(408)(443)
Total(14,084)(13,029)
Net financing expenses(13,336)(12,188)
(1)
Lease liabilities previously recognised under NZ IAS 17 Leases
14. CAPITAL AND RESERVES
SHARE CAPITAL
2019
Shares
2018
Shares
2019
$’000
2018
$’000
Balance at 31 December122,543,204122,543,204176,357176,357
All ordinary shares on issue are fully paid and have no par value. All ordinary shares rank equally with one vote attached to each fully paid
ordinary share. There are no other classes of shares issued and no ordinary shares were issued during the year.
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 93
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
14. CAPITAL AND RESERVES (CONTINUED)
REVALUATION AND OTHER RESERVES
2019
$’000
2018
$’000
Asset revaluation reserve
Balance at 1 January
118,768
130,619
Gain on revaluation of property, plant and equipment
57,481
-
Deferred tax effect on revaluation of property, plant and equipment
(10,505)
-
Transfer to retained earnings due to sale of property, plant and equipment
(57,213)
(15,736)
Deferred tax effect on sale of property, plant and equipment
6,988
3,885
Balance at 31 December
115,519
118,768
Foreign currency translation reserve
Balance at 1 January(3,470)(2,467)
Exchange differences on translation of foreign operations(648)(1,003)
Balance at 31 December(4,118)(3,470)
Cash flow hedge reserve
Balance at 1 January
(5,968)
(1,215)
Movements in fair value
(2,492)
(13,634)
Reclassification of net change in fair value to income statement
11,044
6,938
Taxation on reserve movements
(2,362)
1,943
Balance at 31 December
222
(5,968)
Investment in unlisted entities revaluation reserve
Balance at 1 January
-
1,827
Loss on revaluation of investment in unlisted entities
-
(177)
Sale of investment in unlisted entity
-
(1,650)
Balance at 31 December
-
-
Total
111,623
109,330
94 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
14. CAPITAL AND RESERVES (CONTINUED)
RESERVEPARTICULARS OF RESERVE
Asset revaluation reserve
The revaluation reserve accounts for the fair value movements of
commercial land and improvements, orchard land and improvements,
and buildings.
Foreign currency translation reserve
The foreign currency translation reserve comprises all foreign
exchange differences arising from the translation of the consolidated
financial statements of foreign operations into New Zealand dollars.
Cash flow hedge reserve
The cash flow hedge reserve accounts for the fair value movements of
hedging instruments designated as cash flow hedges.
Investment in unlisted entities revaluation reserve
The investment in unlisted entities revaluation reserve accounts for
the fair value movements of such investments during the year.
15. EARNINGS PER SHARE
2019
Cents
2018
Cents
Ordinary shares
From continuing operations 0.74.6
From discontinued operation -(1.7)
Total basic and diluted earnings per share0.72.9
The earnings used to calculate basic and diluted earnings per share is net profit after tax attributable to equity holders of the Parent of $0.9
million (2018: $3.6 million).
The weighted average number of shares used to calculate basic and diluted earnings per share is 122,543,204 shares (2018: 122,543,204
shares).
16. DIVIDENDS
2019
$’000
2018
$’000
2019
Cents per
share
2018
Cents per
share
Ordinary shares
Final dividend for prior year - 7,353 - 6
Interim dividend - 7,355 - 6
Dividends to non-controlling interests in Group subsidiaries5,6673,107 - -
Total5,66717,815
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 95
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
17. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES
The tables on the following pages details changes in the Group’s liabilities from financing activities, including both cash and non-cash
changes.
Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the Group’s
statement of cash flows from financing activities.
Notes
Balance at
1 January
2018
$’000
Reclassifications
$’000
Non-cash
changes
$’000
Recognised
on
acquisition
$’000
Non-
financing
cash flows
$’000
Financing
cash flows
(1)
$’000
Balance at
31 December
2018
$’000
Current borrowings
Secured borrowings1217,9643,001 - - - (17,100)3,865
Lease liabilities (NZ IAS 17)12533415 - - - (654)294
Total18,4973,416 - - - (17,754)4,159
Non-current borrowings
Secured borrowings12163,778(3,086) - - - (14,646)146,046
Lease liabilities (NZ IAS 17)12384(330) - - - - 54
Total164,162(3,416) - - - (14,646)146,100
Other current liabilities
Deferred payments20611(116)98 - - (593) -
Deferred payments to
related parties
201,070420(10) - - (1,060)420
Total1,68130488 - - (1,653)420
Other non-current
liabilities
Deferred payments201,064(438)(626) - - - -
Deferred payments to
related parties
20 - 134 - - - - 134
Total1,064(304)(626) - - - 134
Total liabilities arising
from financing activities
185,404 - (538) - - (34,053)150,813
(1)
Financing cash flows are made up of the net cash inflow / (outflow) from financing activities in the statement of cash flows with the
exception of dividends paid, bank facility fees and transaction fees, which do not result in liabilities on the balance sheet.
96 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
17. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES (CONTINUED)
Notes
Balance at
1 January
2019
$’000
Reclassifications
$’000
Non-cash
changes
$’000
Recognised
on
acquisition
$’000
Non-
financing
cash flows
$’000
Financing
cash flows
(1)
$’000
Balance at
31 December
2019
$’000
Current borrowings
Secured borrowings123,865(3,865)- - - 1,3641,364
Loans from related parties12-
-193--5,0005,193
Lease liabilities11294 - 34,495
(2)
- - (21,242)13,547
Total4,159(3,865)34,688 - - (14,878)20,104
Non-current borrowings
Secured borrowings12146,0463,86578 - - (65,094)84,895
Lease liabilities1154 - 47,962
(2)
- - - 48,016
Total146,1003,86548,040 - - (65,094)132,911
Other current liabilities
Deferred payments20 - (10)10 - - - -
Deferred payments to
related parties
20420144(420) - - - 144
Total420134(410) - - - 144
Other non-current liabilities
Deferred payments20 - - - - - - -
Deferred payments to
related parties
20134(134) - - - - -
Total134(134) - - - - -
Total liabilities arising
from financing activities
150,813 - 82,318 - - (79,972)153,159
(1)
Financing cash flows are made up of the net cash inflow / (outflow) from financing activities in the statement of cash flows with the
exception of dividends paid, bank facility fees and transaction fees, which do not result in liabilities on the balance sheet.
(2)
Non-cash changes relate to NZ IFRS 16 Leases.
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 97
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
WORKING CAPITAL
This section reviews the level of working capital the Group generates through its operating activities. The working capital items described
below include trade and other receivables, inventories, and trade and other payables.
18. TRADE AND OTHER RECEIVABLES
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest
method, less any expected credit loss allowance.
The following categories of trade and other receivables are subject to the expected credit loss model:
• Trade receivables
• Loan receivables
• Related party receivables
• Receivables from joint ventures and associates
• Receivables from the Ultimate Parent and associates of the Ultimate Parent
The Group applies the simplified approach to measuring expected credit losses which uses a lifetime expected credit loss
allowance for all the above receivables as they all display the same risk profile. Related party receivables are mainly trade in
nature and are on terms consistent with external customers.
The measurement of expected credit losses is a function of the probability of default, loss given default and the estimated
exposure at default. The Group considers an event of default as occurring when information obtained (internally and
externally) indicates a debtor (this includes trade receivables, loan receivables, and receivables from related parties) is unlikely
to pay its creditors including the Group. The assessment of the probability of default and loss given default is based on
historical data adjusted by forward looking information relating to the debtor and general economic conditions of the debtors.
As for the estimated exposure at default, this is represented by the assets’ gross carrying amount at the reporting date.
NOTES
2019
$’000
2018
$’000
Current
Gross trade receivables144,800
121,130
Less: expected credit loss allowance(997)
(772)
Prepayments14,063
13,978
GST and other taxes8,452
5,518
Receivables from joint ventures
22
288
171
Receivables from associates
23
1,448
1,948
Receivables from related parties
25
16,635
7,900
Receivables from Ultimate Parent
25
654
455
Other receivables3,231
1,758
Total
188,574
152,086
98 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
18. TRADE AND OTHER RECEIVABLES (CONTINUED)
NOTES
2019
$’000
2018
$’000
Non-current
Trade receivables 6,7797,501
Prepayments600485
Receivables from associates23150150
Other receivables14,046292
Total21,5758,428
Total trade and other receivables210,149160,514
Included in non-current ‘other receivables’ is a loan receivable from a growing partner of $13.7m (2018: $nil). The loan is expected to fund
joint activities in new growing ventures between the Group and the growing partner. Repayment of the loan is expected annually over 5
years with interest charged at rates between 5.7% to 6.3% per annum.
Analysis of receivables
Gross receivablesImpaired receivables
2019
$’000
2018
$’000
2019
$’000
2018
$’000
Not past due146,464109,868 - -
Past due 1-30 days40,64642,833 - -
Past due 31-60 days14,2965,1651 -
Past due 61-90 days2,828738214
Past due over 90 days6,9122,682975768
Total211,146161,286997772
Although the Group has a number of receivables aged more than 30 days past due, the risk of financial loss is mitigated as the Group has
a policy of only dealing with creditworthy customers. Credit worthiness and customer limits are determined by reference to credit ratings
and country ratings provided by the Group’s credit insurer. The Group’s exposure and the credit ratings of its customers are continuously
monitored.
All trade and other receivables are individually reviewed regularly for impairment as part of normal operating procedures and provided
for where appropriate.
2019
$’000
2018
$’000
Analysis of movements in the expected credit loss allowance
Balance at 1 January772540
Expected credit loss on adoption of NZ IFRS 9 - 300
Net remeasurement of expected credit loss allowance156131
Change in expected credit loss allowance due to new trade and other receivables137 -
Amount written off during the year (68)(199)
Balance at 31 December997772
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 99
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
18. TRADE AND OTHER RECEIVABLES (CONTINUED)
The Group has numerous credit terms for various customers. These credit terms vary depending on the services provided and the
customer relationship. A receivable is considered impaired if there has been any indications of significant financial difficulties for the
customer or default or late payments more than 90 days overdue unless there are prior arrangements.
The Group makes advances to customers, suppliers, joint ventures and associates. All advances are within the agreed credit periods.
The Group’s policy requires security to be taken for advances to third parties. This security ranges from charges over property and assets
to personal guarantees. The Group does not hold any collateral over these balances.
Included in the expected credit loss allowance are individually impaired receivables amounting to $0.54 million (2018: $0.47 million) for
certain balances being past due. The remaining loss allowance balance represents the expected amount of default from customers as well
as advances made to customers, suppliers, joint ventures and associates over their lifetime based on historical trends of defaults from
customers.
The following table details the risk profile of amounts due from customers based on the Group’s provision matrix. As the Group’s
historical credit loss experience does not shows significantly different loss patterns for different customer segments, the expected credit
loss allowance based on past due status is not further distinguished between the Group’s different customer base.
Trade receivables - days past due
Not past due
$'000
Past due
1-30 days
$'000
Past due
31-60 days
$'000
Past due
61-90 days
$'000
Past due
over 90 days
$'000
Total
$'000
At 31 December 2019
Expected credit loss rate0.00%0.00%0.01%1.24%10.48%2.35%
Loss given default rate60%60%60%60%60%60%
Estimated total gross carrying
amount at default
146,464 40,646 14,296 2,828 6,912 211,146
Lifetime ECL - - 1 21 434 456
At 31 December 2018
Expected credit loss rate0.00%0.00%0.01%0.90%18.38%3.86%
Loss given default rate60%60%60%60%60%60%
Estimated total gross carrying
amount at default
109,868 42,833 5,165 738 2,682 161,286
Lifetime ECL - - - 4 296 300
100 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
19. INVENTORIES
Inventories are stated at the lower of cost (first in, first out basis) or net realisable value. Net realisable value is the estimated
selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.
2019
$’000
2018
$’000
Finished and semi-finished goods22,65718,752
Raw materials -290
Consumables (including packaging)5,6595,473
Balance at 31 December28,31624,515
The cost of inventories recognised as an expense and included in ‘Purchases, raw materials and consumables used’ in the income
statement for the year ended 31 December 2019 amounted to $847.3 million (2018 : $831.0 million).
20. TRADE AND OTHER PAYABLES
Trade and other payables are initially recognised at fair value and then subsequently measured at amortised cost.
NOTES
2019
$’000
2018
$’000
Current
Trade payables103,89588,605
Employee entitlements11,73611,553
Accrued expenses37,05325,311
Payables to associates2319,4477,907
Payables to related party251,938 -
Payables to Ultimate Parent's subsidiary2553179
Deferred payments to related parties25144420
Total174,744133,875
Non-current
Employee entitlements42103
Deferred payments to related parties25 - 134
Total42237
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 101
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
GROUP STRUCTURE
This section provides information on the Group’s structure and the subsidiaries, joint ventures, and associates included in the consolidated
financial statements.
21. INVESTMENTS IN SUBSIDIARIES
Significant subsidiaries of the Group are listed below:
NAME OF ENTITY
PLACE OF BUSINESS
AND COUNTRY OF
INCORPORATION
OWNERSHIP
INTEREST (%)
PRINCIPAL ACTIVITY
20192018
Delica LimitedNew Zealand100100Fruit exporter
Delica Australia Pty LimitedAustralia100100Fruit exporter
Delica Domestic Pty LimitedAustralia8080Fruit and produce wholesale distributor
Delica North America, Inc.United States of America5050Fruit exporter
Delica (Shanghai) Fruit Trading Company
Limited
China100100In-market services and fruit importer
ENZAFRUIT New Zealand (CONTINENT)Belgium100100Apple marketing
ENZAFRUIT New Zealand International
Limited
New Zealand100100Apple sales, marketing and growing
ENZAFRUIT Peru S.A.CPeru100100Horticulture operations
ENZAFRUIT Products Inc.United States of America100100Fruit variety development and propagation
Fruit Distributors LimitedNew Zealand100100Investment company
Fruitmark Pty LimitedAustralia100100Processed foods broking
Fruitmark USA Inc.United States of America100100Processed foods broking
Status Produce Limited
(1)
New Zealand-100Horticulture operations
Status Produce Favona Road LimitedNew Zealand100100Leased property holding
T&G Fruitmark HK LimitedHong Kong100100Processed foods broking
T&G Insurance LimitedNew Zealand100100Captive insurance provider
T&G Japan LimitedJapan100100In-market services and fruit importer
T&G Processed Foods LimitedNew Zealand100100Processed foods sales and marketing
T&G South East Asia LimitedThailand100100In-market services and fruit importer
T&G Vizzarri Farms Pty LimitedAustralia5050Fruit and produce wholesale distributor
Taipa Water Supply LimitedNew Zealand6565Water supply
Turners & Growers (Fiji) LimitedFiji7070Fresh produce importer
Turners & Growers Fresh LimitedNew Zealand100100
Fresh produce wholesale distributor and
horticulture operations
Turners & Growers New Zealand LimitedNew Zealand100100Shared services provider
Turners and Growers Horticulture Limited
(2)
New Zealand-100Horticulture operations
Worldwide Fruit LimitedUnited Kingdom5050Apple importer and packing services
The balance date of all subsidiaries is 31 December.
(1)
On 1 September 2019, Status Produce Limited was amalgamated into Turners & Growers Fresh Limited.
(2)
On 1 May 2019, Turners and Growers Horticulture Limited was amalgamated into Turners & Growers Fresh Limited.
102 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
21. INVESTMENTS IN SUBSIDIARIES (CONTINUED)
DETAILS OF NON-WHOLLY OWNED SUBSIDIARIES THAT HAVE MATERIAL
NON-CONTROLLING INTERESTS
The table below shows details of non-wholly owned subsidiaries of the Group that have material non-controlling interests:
NAME OF ENTITY
PLACE OF BUSINESS AND
COUNTRY OF
INCORPORATION
OWNERSHIP INTEREST HELD
BY NON-CONTROLLING
INTERESTS
20192018
Delica North America, Inc.United States of America50%50%
Worldwide Fruit LimitedUnited Kingdom50%50%
NAME OF ENTITY
PROFIT ALLOCATED TO
NON-CONTROLLING
INTERESTS
ACCUMULATED
NON-CONTROLLING
INTERESTS
2019
$’000
2018
$’000
2019
$’000
2018
$’000
Delica North America, Inc.1,5991,1784,3223,993
Worldwide Fruit Limited2,5322,1426,9506,788
Individually immaterial subsidiaries with non-controlling interests1,5791,4172,4252,540
5,7104,73713,69713,321
Summarised financial information in respect of each of the Group’s subsidiaries that have material non-controlling interests is set out
below. The summarised financial information represents amounts before intragroup eliminations.
DELICA NORTH AMERICA, INC.
The terms of the shareholders’ agreement of Delica North America, Inc. specify that the Group has the right to appoint three of the
entity’s five directors. The Group therefore has the ability to approve the annual business plan and annual budget, as well as dictate the
direction of other fundamental business matters of the entity.
This satisfies the criteria set out in NZ IFRS 10 Consolidated Financial Statements around achieving control over an entity and consequently,
Delica North America, Inc. is accounted for as a subsidiary by the Group.
2019
$’000
2018
$’000
Balance sheet
Current assets51,209
31,494
Non-current assets130
151
Current liabilities(43,451)
(24,435)
Non-current liabilities(73)
(47)
Equity attributable to owners of the Company(3,493)
(3,170)
Non-controlling interests(4,322)
(3,993)
Income statement
Revenue
127,827
113,673
Expenses
(124,629)
(111,317)
Profit for the year
3,198
2,356
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 103
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
21. INVESTMENTS IN SUBSIDIARIES (CONTINUED)
DELICA NORTH AMERICA, INC. (CONTINUED)
2019
$’000
2018
$’000
Income statement (continued)
Profit attributable to owners of the Company1,5991,178
Profit attributable to non-controlling interests1,5991,178
Profit for the year3,1982,356
Dividends paid to non-controlling interests1,2401,170
Cashflows
Net cash inflow from operating activities8,0532,374
Net cash outflow from investing activities(2,557)(1,015)
Net cash outflow from financing activities(140)(70)
Total net cash inflow5,3561,289
WORLDWIDE FRUIT LIMITED
The shareholders’ agreement specifies that the Group has the right to approve Worldwide Fruit Limited’s annual business plan and annual
budget, and the right to approve the appointment of the Chief Executive Officer.
This satisfies the criteria set out in NZ IFRS 10 Consolidated Financial Statements around achieving control over an entity and consequently,
Worldwide Fruit Limited is accounted for as a subsidiary by the Group.
2019
$’000
2018
$’000
Balance sheet
Current assets38,26535,921
Non-current assets17,03515,615
Current liabilities(36,216)(35,371)
Non-current liabilities(3,063)(951)
Equity attributable to owners of the company(9,070)(8,426)
Non-controlling interests(6,951)(6,788)
Income statement
Revenue267,468258,406
Expenses(262,404)(254,122)
Profit for the year5,0644,284
Profit attributable to owners of the Company2,5322,142
Profit attributable to non-controlling interests2,5322,142
Profit for the year5,0644,284
Dividends paid to non-controlling interests2,486594
Cashflows
Net cash inflow from operating activities7,4757,204
Net cash outflow from investing activities(2,549)(1,783)
Net cash outflow from financing activities(4,012)(3,170)
Total net cash inflow 9142,251
104 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
22. INVESTMENTS IN JOINT VENTURES
Under the equity method, an investment in a joint venture is initially recognised in the balance sheet at cost. The investment is
adjusted for the Group’s share of the profit or loss and other comprehensive income of the joint venture which is recognised
from the date that joint control begins, until the date that joint control ceases.
Investments in joint ventures are assessed for indicators of impairment at each reporting date.
Set out below are the joint ventures of the Group as at 31 December 2019. The joint ventures have share capital consisting solely of
ordinary shares, which are held directly by the Group.
The Group’s investments in joint ventures in 2019 and 2018 are:
NAME OF ENTITY
PLACE OF BUSINESS
AND COUNTRY OF
INCORPORATION
OWNERSHIP
INTEREST (%)
PRINCIPAL ACTIVITY
20192018
Growers Direct LimitedUnited Kingdom5050Apples importer
Wawata General Partner LimitedNew Zealand5050Horticulture operations
The balance date of all joint ventures is 31 December.
For the purposes of applying the equity method of accounting, management accounts of the companies for the period ended 31
December 2019 have been used. Differences in accounting policies between the Group and the joint ventures have been adjusted for.
None of the Group’s joint ventures as at 31 December 2019 are considered to be material to the Group during the period.
The Group’s share of profit and the carrying amounts of the Group’s interest in all joint ventures are presented below:
2019
$’000
2018
$’000
Group's share of profit and comprehensive income of joint ventures14694
Carrying amount of the Group's interest in joint ventures4,0064,490
TRANSACTIONS WITH JOINT VENTURES OF THE GROUP
The Group has entered into the following transactions with its joint ventures during the year:
2019
$’000
2018
$’000
Sale of produce to joint ventures2,5551,844
Purchase of produce from joint ventures - (63)
Services provided to joint ventures7661,277
Services received from joint ventures(9) -
Current receivables owing from joint ventures288171
Dividends from joint ventures received by the Group500750
23. INVESTMENTS IN ASSOCIATES
Under the equity method, an investment in an associate is initially recognised in the balance sheet at cost. The investment is
adjusted for the Group’s share of the profit or loss and other comprehensive income of the associate which is recognised from
the date that significant influence begins, until the date that significant influence ceases.
Investments in associates are assessed for indicators of impairment at each reporting date.
Set out on the following pages are the associates of the Group as at 31 December 2019. The associates have share capital consisting
solely of ordinary shares, which are held directly by the Group.
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 105
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
23. INVESTMENTS IN ASSOCIATES (CONTINUED)
The Group’s investments in associates in 2019 and 2018 are:
NAME OF ENTITY
PLACE OF BUSINESS
AND COUNTRY OF
INCORPORATION
OWNERSHIP
INTEREST (%)
PRINCIPAL ACTIVITY
20192018
Allen Blair Properties LimitedNew Zealand
3333
Property investment
Grandview Brokerage LLCUnited States of America
3939
Investment company
Intelligent Fruit Vision LimitedUnited Kingdom
2424
Orchard technology development
Mystery Creek Asparagus Limited
(1)
New Zealand
1515
Horticulture operations
POP Worldwide LimitedUnited Kingdom
2424
Stonefruit importer
The Fruit Firm LimitedUnited Kingdom
2020
Stonefruit importer and packing
services
(1)
Although the Group holds less than 20% of the ownership of Mystery Creek Asparagus Limited (Mystery Creek), the Group is deemed to have significant
influence over this entity. A member of the Group’s management sits on the Board of Directors of Mystery Creek, and transactions between Mystery Creek
and the Group are significant to its operations.
POP Worldwide Limited has a balance date of 28 February, and Allen Blair Properties Limited, Mystery Creek Asparagus Limited and
The Fruit Firm Limited have a balance date of 31 March. These were the balance dates established when the companies were
incorporated and it is impractical for the companies to change their balance dates. The remaining associates of the Group have a balance
date of 31 December.
For the purposes of applying the equity method of accounting, management accounts of the companies for the period ended
31 December 2019 have been used. Differences in accounting policies between the Group and its associates have been adjusted for.
SUMMARISED FINANCIAL INFORMATION FOR MATERIAL ASSOCIATE
Set out below is the summarised financial information for Grandview Brokerage LLC, the associate considered to be material to the Group
for the period.
GRANDVIEW BROKERAGE LLC
2019
$’000
2018
$’000
Balance sheet
Current assets
121,110
127,205
Non-current assets
21,284
15,673
Current liabilities
(113,681)
(114,121)
Non-current liabilities
(14,620)
(13,513)
The above amounts of assets includes the following:
Cash and cash equivalents
1,673
2,790
Income statement
Revenue
945,878
861,121
Depreciation and amortisation expenses
(862)
(258)
Interest expense
(1,243)
(1,238)
Income tax expense
(1,334)
(1,557)
Profit after tax and total comprehensive income
3,168
4,236
106 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
23. INVESTMENTS IN ASSOCIATES (CONTINUED)
GRANDVIEW BROKERAGE LLC (CONTINUED)
2019
$’000
2018
$’000
Group's share of carrying amount
Carrying amount from Group's share in associate5,5516,005
Goodwill on acquisition26,69226,767
Other adjustments(2,366)(3,090)
Group's adjusted share of carrying amount in associate29,87729,682
Group's share of profit from continuing operations
Gain from Group's share in associate1,2481,700
Other adjustments799368
Group's adjusted share of profit from continuing operations in associate2,0472,068
Dividend received from associate1,8501,036
The Group’s share of profit and the carrying amounts of the Group’s interest in all associates are presented below:
2019
$’000
2018
$’000
Group's share of profit and comprehensive income of associates
Grandview Brokerage LLC2,0472,068
Other1,255466
Total3,3022,534
Carrying amount of the Group's interest in associates
Grandview Brokerage LLC29,87729,682
Other1,6195,698
Total31,49635,380
TRANSACTIONS WITH ASSOCIATES OF THE GROUP
The Group has entered into the following transactions with its associates during the year:
2019
$’000
2018
$’000
Sale of produce to associates35,68643,930
Purchase of produce from associates(23)(181)
Services provided to associates - 291
Services received from associates(1,420)(2,613)
Current receivables owing from associates1,4481,948
Non-current receivables owing from associates150150
Current payables owing to associates(19,447)(7,907)
Dividends received from associates7,1171,103
Dividends received from associates includes $5.3m (2018: $0.06m) received from Allen Blair Properties Limited (Allen Blair Properties).
During the current financial year, Allen Blair Properties sold investment property it was holding and the dividend partially represents
a capital redistribution to shareholders as Allen Blair Properties is wound up. A final dividend in respect of the capital redistribution is
expected in the next financial year.
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 107
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
OTHER DISCLOSURES
This section presents disclosures required to provide readers with an understanding of the Group’s activities during the financial year.
24. INVESTMENT PROPERTY
Investment properties are properties held either to earn rental income, for capital appreciation or for both.
Investment properties are measured at fair value as determined by property valuers who are members of the New Zealand
Institute of Valuers. Revaluations are conducted annually.
The fair value is determined based on quoted market prices and is the estimated amount for which a property could be
exchanged on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper
marketing wherein the parties have each acted knowledgeably, prudently and without compulsion.
Transfers are made to investment properties when there is a change in use of the property. This may be evidenced by ending
owner occupation, commencement of an operating lease to another party or commencement of construction or development
for future use as investment property.
Investment properties are derecognised when they have been disposed of. Any gains arising from a change in fair value are
recognised in the income statement as part of other operating income. Any losses arising from a change in fair value are
recognised in the income statement as part of other operating expenses.
Investment property comprises of the commercial property on 490 Nayland Road in Nelson which was previously an owner occupied
property. This property is now leased to external parties for the operation of a food ingredients and juicing business. Subsequent
renewals are negotiated with lessees. No contingent rents are charged.
2019
$’000
2018
$'000
At fair value
Balance at 1 January
15,316
-
Transfers from property, plant and equipment
-
15,316
Net loss from fair value adjustment
(316)
-
Balance at 31 December
15,000
15,316
VALUATION APPROACH
The carrying amount of investment property is the fair value of the property as determined by a registered independent appraiser having
an appropriate recognised professional qualification and recent experience in the location and category of the property being valued.
The property was valued by Telfer Young in the current year in November 2019. The property was valued at the average of the
depreciation replacement cost, discounted cash flow and income capitalisation methods. Refer to Note 9 for details of the methods of
valuation and key assumptions used.
The property is leased out under an operating lease. Rental income earned by the Group from its investment property amounted to
$0.3 million (2018: $0.1 million).
108 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
25. RELATED PARTY TRANSACTIONS
Transactions with the Group’s related parties comprise of sales and purchases of produce and services provided and received in the
ordinary course of business. Related party sales and purchases of produce are at amounts similar to those with third parties, and services
provided and received are agreed at negotiated amounts between the related parties.
TRANSACTIONS WITH JOINT VENTURES AND ASSOCIATES
The Group has related party transactions with its joint ventures and associates. The details of the transactions are contained in Notes 22
and 23 respectively.
TRANSACTIONS WITH THE ULTIMATE PARENT
The Group has related party transactions with the Ultimate Parent as follows:
2019
$’000
2018
$’000
Purchase of produce from Ultimate Parent(87) -
Services provided to the Ultimate Parent199183
Interest on loan charged by the Ultimate Parent(193) -
Services received from the Ultimate Parent(279)(123)
Current receivables owing from the Ultimate Parent654455
Undrawn term debt facility from the Ultimate Parent3005,300
Drawn term debt facility from the Ultimate Parent(5,000)-
TRANSACTIONS WITH THE ULTIMATE PARENT’S SUBSIDIARIES AND ASSOCIATES
The Group has related party transactions with R.I. Solution GmbH and BayWa Obst GmbH & Co. KG, a wholly-owned subsidiary of the
Ultimate Parent, and the transactions with these subsidiaries are detailed as follows:
2019
$’000
2018
$’000
Sale of produce to the Ultimate Parent's subsidiary4 -
Purchase of produce from the Ultimate Parent's subsidiary(80) -
Services received from the Ultimate Parent's subsidiary(1,540)(963)
Current payables owing to the Ultimate Parent's subsidiary(531)(79)
The Group also has related party transactions with Obst vom Bodensee Vertriebsgesellschaft mbH, an associate of the Ultimate Parent,
and the transactions with this associate are detailed as follows:
2019
$’000
2018
$’000
Sale of produce to the Ultimate Parent's associate5824,767
Services provided to the Ultimate Parent's associate - 1
Services received from the Ultimate Parent's associate(622)(2,242)
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 109
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
25. RELATED PARTY TRANSACTIONS (CONTINUED)
TRANSACTIONS WITH RELATED PARTIES
The Group has related party transactions with M&G Vizzarri Farms and David Oppenheimer & Company I, L.L.C and the transactions
with the related parties are detailed as follows:
2019
$’000
2018
$’000
Sale of produce to related parties931 -
Purchase of produce from related parties32,256 36,868
Services provided to related parties8 17
Services received from related parties - 228
Current receivables owing from related parties16,635 7,900
Current payables owing to related parties1,938-
All related party amounts outstanding are unsecured and will be settled in cash. No expense has been recognised in the current or
prior years for expected credit losses in respect of the amounts owed by related parties.
KEY MANAGEMENT PERSONNEL COMPENSATION
2019
$’000
2018
$’000
Short-term employee benefits4,9973,767
Long-term employee benefits-220
Termination benefits386186
Directors' remuneration386387
Total5,7694,560
At 31 December 2019, the Group had outstanding deferred payments to key management personnel of $0.1 million (2018: $0.5
million).
26. FINANCIAL RISK MANAGEMENT
The Group is subject to a number of financial risks which arise as a result of its activities, including importing, exporting and domestic
trading. Treasury activities are performed by a central treasury function and the use of derivative financial instruments is governed by
the Group’s policies approved by the Board. The Group does not engage in speculative transactions.
MARKET RISK
(i) Foreign exchange risk
The Group operates internationally and has exposure to foreign currency risk as a result of transactions denominated in foreign
currencies from normal trading activities. Major trading currencies include the Australian dollar, United States dollar, Euro, Japanese
yen and Great British pounds.
The Group’s foreign currency risk management policies are designed to protect the Group from exchange rate volatilities as they relate
to future foreign currency payments or foreign currency receipts, and the protection of profit margins at the time foreign currency
exposures are created or recognised.
To manage foreign currency risk, the Group utilises hedging instruments in the form of spot foreign exchange contracts, forward
foreign exchange contracts, and currency options. Any other financial instrument must be specifically approved by the Finance, Risk,
and Investment Committee on a case-by-case basis. Contracts are entered into within parameters determined by the Group’s Treasury
Policy and contracts generally do not exceed two years.
110 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
26. FINANCIAL RISK MANAGEMENT (CONTINUED)
MARKET RISK (CONTINUED)
(i) Foreign exchange risk (continued)
For hedges of highly probable forecast sales and purchases, as the critical terms of the hedge contracts and the corresponding hedged
items are the same the Group performs a qualitative assessment of hedge effectiveness. It is expected that the value of the contract and
the value of the corresponding hedged item will change in opposite directions in response to movements in underlying exchange rates.
The main source of hedge ineffectiveness in the Group’s hedging relationships are in the timing of cashflows, and differences in the timing
of implementation of hedge contracts.
The Group uses forward foreign exchange contracts and currency options to manage these exposures with the main exposure relating
to its Apples export business. As at 31 December 2019, the Group held foreign exchange contracts and currency options with a contract
value of $311.0 million (restated 2018: $307.0 million). The prior year comparative has been restated to take into account mechanical
inaccuracies in the previous calculation. This had no impact on the balance sheet, income statement, or other primary statements with
the only impact being in the 2018 financial risk management note.
The below tables highlight the foreign exchange cover in place, average exchange rate, notional foreign currency and New Zealand dollar
value of the contracts as at 31 December:
% of Forecast Exposure
20202021
ActualPolicyActualPolicy
USD62.67%31%-75%32.73%25%-50%
GBP67.01%31%-75%35.25%25%-50%
EUR62.62%31%-75%40.09%25%-50%
JPY49.15%31%-75%26.88%25%-50%
Average exchange rates
Notional value:
Foreign currency
Notional value:
Local currency
201920182019
$’000
2018
$’000
2019
$’000
2018
$’000
USD 0.66 0.70 142,908 145,454 215,309 216,481
GBP 0.51 0.51 14,650 16,100 28,853 30,576
EUR 0.56 0.59 29,950 29,673 47,999 50,658
JPY 69.71 75.26 554,244 910,349 7,951 12,365
Exchange rate sensitivity
Reasonable fluctuations in foreign exchange rates were determined based on a review of the last two years’ historical movements. A
movement of plus or minus 10% has therefore been applied to the exchange rates to demonstrate the sensitivity to foreign currency risk
of the Group.
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 111
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
26. FINANCIAL RISK MANAGEMENT (CONTINUED)
MARKET RISK (CONTINUED)
Exchange rate sensitivity (continued)
The following sensitivity is based on the foreign currency risk exposures in existence at the balance date. The impact of a plus or
minus 10% foreign exchange movement on New Zealand dollars against all trading currencies, with all other variables held constant, is
illustrated below:
-10%+10%
2019
$’000
2018
$’000
2019
$’000
2018
$’000
Pre-tax (profit) / loss(720)(809)590662
Equity(29,788)(28,145)24,82622,993
(ii) Interest risk
The Group is exposed to interest rate risk as it borrows funds at both fixed and floating interest rates.
Interest rate risk is identified by forecasting cash flow requirements, short-term through to long-term. Short-term seasonal funding is
provided by a syndicate of four banks. These funding arrangements are negotiated at the start of each season, on behalf of growers who
bear the interest cost.
The Group has floating rate borrowings used to fund ongoing activities which are repriced on roll-over dates.
As at 31 December 2019, $83.1 million of interest bearing loans are subject to interest rate repricing within the next 15 months (2018:
$146.0 million).
The table below highlights the weighted average interest rate and the currency profile of interest bearing loans and borrowings:
20192018
Weighted average
interest rate
Loans and
borrowings
$’000
Weighted average
interest rate
Loans and
borrowings
$’000
Australian dollars- - 15%15
British pounds3%3,1593%3,948
New Zealand dollars3%88,2933%146,189
United States dollars- - 6%107
Total91,452150,259
Interest rate derivatives
The Group’s treasury policy allows up to 100% (2018: 100%) of forecasted core debt to be fixed via interest rate derivatives to protect the
Group from exposure to fluctuations in interest rates. Accordingly, the Group has entered into interest rate swap contracts under which it
is obliged to receive interest at variable rates and to pay interest at fixed rates.
Swaps currently in place cover approximately 75% (2018: 89%) of the forecasted core debt. The fixed interest rates average 3.6% (2018:
3.6%). The variable rates are set at the bank bill rate 90 day settlement rate, which at balance date was 1.1% (2018: 2.0%). The contracts
require settlement of net interest receivable or payable each 90 days as appropriate, and are settled on a net basis. As at 31 December
2019, the Group held swaps with a contract value of $105.0 million (2018: $133.9 million).
112 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
26. FINANCIAL RISK MANAGEMENT (CONTINUED)
MARKET RISK (CONTINUED)
Interest rate derivatives (continued)
Hedge effectiveness is tested by matching critical terms for prospective testing and cumulative dollar offset for retrospective tests. The
potential sources of hedge ineffectiveness are timing of cashflows, and differences in timing of implementation of the hedge contract.
Interest rate sensitivity
At 31 December 2019, $83.1 million (2018: $146.0 million) of loans are at fixed rates for defined periods of up to three months, after which
interest rates will be reset. Additionally, the Group has overnight deposits that are subject to fluctuations of interest rates. If the Group’s
loan and deposit balances at 31 December had remained the same throughout the year and interest rates moved by 1% then the impact
would be a $0.8 million gain or loss on pre-tax profits (2018: $1.5 million gain or loss on pre-tax profits).
A 1% sensitivity has been used as this is what management estimates is a likely range within which interest rate moved for the year.
(iii) Price / commodity risk
The Group does not trade in commodity instruments and therefore is not exposed to commodity price risk.
CREDIT RISK
In the normal course of business, the Group is exposed to counterparty credit risks. The maximum exposure to credit risk at 31 December
2019 is equal to the carrying value for cash and cash equivalents, trade and other receivables, derivative financial instruments and a
guarantee claimable of $25.8 million in the event the guarantee in Note 28 is called. Credit risk is managed by restricting the amount
of cash and derivative financial instruments which can be placed with any one institution and these institutions are all New Zealand
registered banks with at least a Standard & Poor’s rating of A. The financial condition and credit evaluation of trade and loan receivables,
receivables from joint ventures, associates and related parties are continuously considered.
Due to the nature and dispersion of the Group’s customers and growers, the Group’s concentration of credit risk is not considered
significant.
LIQUIDITY RISK
The Group manages liquidity risk by continuously monitoring cash flows and forecasts and matching maturity profiles of financial assets
and liabilities. The Group also maintains adequate headroom on its loan facilities.
Policies are established to ensure all obligations are met within a timely and cost effective manner.
The following table analyses the Group’s financial liabilities into relevant contractual maturity groupings based on the remaining period at
the balance date to the contractual maturity date. For the purpose of this table, it is assumed that year end interest rates applicable to the
term loan will apply through to expiry of the term loan facility, even though the Group has the option to repay the loan prior to its expiry
date. For cash flow hedges, the impact on the profit and loss is expected to occur at the same time as the cash flows occur.
The amounts disclosed for financial guarantees are the maximum amounts the Group could be forced to settle under the arrangement
for the full guaranteed amount if that amount is claimed by the counterparty to the guarantee.
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 113
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
26. FINANCIAL RISK MANAGEMENT (CONTINUED)
LIQUIDITY RISK (CONTINUED)
The amounts disclosed below are contractual undiscounted cash flows at balance date:
Carrying
amount
$’000
Less than
six months
$’000
Between
six months
and one
year
$’000
Between
one and
two years
$’000
Between
two and
five years
$’000
Over five
years
$’000
Total
$’000
2019
Borrowings
91,4526,2831,084 89,636 - - 97,003
Trade and other payables
(excluding employee entitlements)
163,008163,008 - - - - 163,008
Derivative financial instruments -
cash flow hedges:
7,261 - - - - - -
Inflows
- (17,012)(54,287)(8,030) - - (79,329)
Outflows
- 18,40556,3549,9612,744 - 87,464
Derivative financial instruments -
fair value through profit or loss:
36 - - - - - -
Inflows
- (2,924) - - - - (2,924)
Outflows
- 2,968 - - - - 2,968
Lease liabilities
61,5638,5088,47214,93220,62026,45478,986
Financial guarantees
25,80325,803 - - - - 25,803
Total349,123205,03911,623106,49923,36426,454372,979
Carrying
amount
$’000
Less than
six months
$’000
Between
six months
and one
year
$’000
Between
one and
two years
$’000
Between
two and
five years
$’000
Over five
years
$’000
Total
$’000
2018
Borrowings
149,9116,3052,4404,880143,560 - 157,185
Trade and other payables
(excluding employee entitlements)
122,456122,322 - 134 - - 122,456
Derivative financial instruments -
cash flow hedges:
11,085
Inflows
(19,449)(144,009)(51,254)(3,567) - (218,279)
Outflows
21,344149,62453,5406,135 - 230,643
Derivative financial instruments -
fair value through profit or loss:
108
Inflows
(3,451) - - - - (3,451)
Outflows
3,559 - - - - 3,559
Lease liabilities (NZ IAS 17)
34823018220320 - 635
Financial guarantees
25,87625,876 - - - - 25,876
Total309,784156,7368,2377,503146,148 - 318,624
114 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
26. FINANCIAL RISK MANAGEMENT (CONTINUED)
CAPITAL RISK MANAGEMENT
The main objective of capital risk management is to ensure the Group operates as a going concern, meeting debts as they fall due,
maintaining the best possible capital structure and reducing the cost of capital. Group capital consists of share capital, other reserves and
retained earnings. To maintain or alter the capital structure the Group has the ability to review the size of dividends paid to shareholders,
return capital or issue new shares, reduce or increase debt, or sell assets.
There are a number of externally imposed bank financial covenants required as part of seasonal and term debt facilities. These covenants
are calculated monthly and reported to the banks on a monthly and quarterly basis.
The key covenants are as follows:
FINANCIAL COVENANTREQUIREMENT IMPOSED
Contingent liabilities
Contingent liabilities of the Group shall not at any time exceed 6% (2018:
6%) of total tangible assets of the Group.
Debt to debt and equity
The debt to debt and equity percentage shall not exceed the specified
percentage as at the end of each month. This percentage ranges from 45%
to 55% (2018: 45% to 55%).
Tangible net worth
The tangible net worth of the Group shall not be less than $270 million
(2018: $270.0 million).
Seasonal facility stock and debtors
Seasonal facility stock and debtors of the Group shall at all times be equal
to or exceed the specified ratio as at the end of each month. This ratio
ranges from 1.1:1 to 1.25:1 (2018: 1.1:1 to 1.25:1).
Total net worth of the Ultimate Parent
The total net worth of the Ultimate Parent shall not at any time be less than
EUR 750 million (2018: EUR 750 million).
In addition, the Group also makes the following undertakings:
• At all times, the tangible assets of the Group entities that form part of the guaranteeing group shall not be less than 90% (2018: 90%)
of the total tangible assets of the whole Group.
• At all times, the total earnings before interest and tax (EBIT as defined within the banking agreement) of the Group entities that form
part of the guaranteeing group shall not be less than 75% for the year of the total EBIT of the Group (2018: not less than 75% for the
period up to November and not less than 80% for the month of December).
The Group has complied with all financial covenants during the year.
SEASONALITY
Due to the seasonal nature of the business the risk profile at 31 December is not representative of all risks faced during the year.
Seasonality causes large fluctuations in the size of borrowings and debtors.
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 115
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
26. FINANCIAL RISK MANAGEMENT (CONTINUED)
FINANCIAL INSTRUMENTS BY CATEGORY
The classification of the Group’s financial assets and liabilities depends on the purpose for which the assets were acquired or
liabilities were incurred. Management determines the classification of its financial assets and liabilities at initial recognition and
re-evaluates this designation at every balance date.
Financial assets and financial liabilities classed as measured at amortised cost are carried at amortised cost less any impairment.
Financial assets measured at amortised costs includes cash and cash equivalents which comprises cash balances and call
deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are
included in current liabilities in the balance sheet and as a financial liability measured at amortised cost, unless there is a right
of offset, and included as a component of cash and cash equivalents in the statement of cash flows.
Financial assets and liabilities carried at fair value through profit or loss are initially recognised at fair value. Realised and
unrealised gains arising from changes in fair value are included in the income statement.
Financial assets and financial liabilities classed as derivatives for hedging are recognised at fair value. The Group recognises
the effective portion of changes in the fair value of derivative financial instruments that qualify as cash flow hedges in other
comprehensive income. Gains or losses relating to the ineffective portion of a cash flow hedge are recognised in the income
statement. Amounts taken to equity are transferred to the income statement when the hedged transaction affects the income
statement.
Investments in unlisted entities are carried at fair value and classified as fair value through other comprehensive income as they
are not held for trading. Unrealised gains and losses arising from changes in fair value are recognised in other comprehensive
income, except for dividends from those investments which are recognised in profit or loss. When investments in unlisted
entities are sold, the accumulated fair value adjustments are recycled directly through retained earnings.
Financial assets
Measured
at
amortised
cost
$’000
Fair value
through
profit or loss
(mandatory)
$’000
Derivatives
for hedging
$’000
Equity
instruments
designated
at fair value
through OCI
$’000
Total
$’000
2019
Cash and cash equivalents
36,208 - - - 36,208
Trade and other receivables (excluding prepayments and taxes)
187,034 - - - 187,034
Investment in unlisted entities
- - - 9393
Derivative financial instruments
- 6357,329 - 7,964
Total223,2426357,32993231,299
2018
Cash and cash equivalents
36,778 - - - 36,778
Trade and other receivables (excluding prepayments and taxes)
140,533 - - - 140,533
Investment in unlisted entities
- - - 106106
Derivative financial instruments
- 692,679 - 2,748
Total177,311692,679106180,165
116 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
26. FINANCIAL RISK MANAGEMENT (CONTINUED)
Financial liabilities
Measured at
amortised cost
$’000
Fair value
through profit
or loss
(held for trading)
$’000
Derivatives for
hedging
$’000
Total
$’000
2019
Borrowings
91,452 - - 91,452
Trade and other payables (excluding employee entitlements)
163,008 - - 163,008
Lease liabilities
61,563 - - 61,563
Derivative financial instruments
- 367,2617,297
Total316,023367,261323,320
2018
Borrowings149,925 - - 149,925
Trade and other payables (excluding employee entitlements
and taxes)
122,456 - - 122,456
Finance lease liabilities348 - - 348
Derivative financial instruments - 10811,08511,193
Total272,72910811,085283,922
FAIR VALUE MEASUREMENT
Techniques applied by the Group which use methods and assumptions to estimate the fair value of financial assets and
liabilities are considered to be level 2 in the fair value hierarchy.
The fair value of derivative instruments designated in a hedging relationship is determined using the following valuation
techniques:
• Foreign currency forward exchange contracts have been fair valued using quoted forward exchange rates and discounted
using yield curves from quoted interest rates that match the maturity dates of the contracts.
• Foreign currency option contracts have been fair valued using observable option volatilities, and quoted forward exchange
and interest rates that match the maturity dates of the contracts.
• Interest rate swaps are fair valued by discounting the future interest and principal cash flows using current market interest
rates that match the maturity dates of the contracts. These valuation techniques maximise the use of observable market
data where it is available and rely as little as possible on entity-specific estimates.
Inputs other than quoted prices included within level 1 of the fair value hierarchy are observable for the asset or liability,
either directly (that is, as prices) or indirectly (that is, derived from prices). There have been no transfers between levels
during the year.
The estimated fair values of all of the Group’s other financial assets and liabilities approximate their carrying values.
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 117
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
27. DERIVATIVE FINANCIAL INSTRUMENTS
Derivative financial instruments are used to hedge exchange rate and interest rate risks. The Group does not hold or
issue derivative financial instruments for trading purposes. Derivative financial instruments are recognised at fair value.
Any resulting gains or losses are recognised in the income statement unless the derivative financial instrument has been
designated into a hedge relationship that qualifies for hedge accounting.
Cash flow hedges
Cash flow hedges are currently applied to forecast transactions that are subject to foreign currency fluctuations and future
interest cash flow on loans. The Group recognises the effective portion of changes in the fair value of derivative financial
instruments that qualify as cash flow hedges in other comprehensive income. These accumulate as a separate component of
equity in the cash flow hedge reserve.
Gains or losses relating to the ineffective portion of a cash flow hedge are recognised in the income statement in other
operating expenses. Amounts taken to equity are transferred to the income statement when the hedged transaction affects
the income statement in revenue and cost of goods sold.
2019
$’000
2018
$’000
Current assets
Cash flow hedges
Forward foreign exchange contracts2,6801,461
Foreign currency options614334
Fair value through profit or loss (held for trading)
Forward foreign exchange contracts63569
Total3,9291,864
Non-current assets
Cash flow hedges
Forward foreign exchange contracts3,441720
Foreign currency options594164
Total4,035884
Current liabilities
Cash flow hedges
Forward foreign exchange contracts1,2745,177
Foreign currency options183262
Interest rate swaps187416
Fair value through profit or loss (held for trading)
Forward foreign exchange contracts36108
Total1,6805,963
Non-current liabilities
Cash flow hedges
Forward foreign exchange contracts119930
Foreign currency options24 -
Interest rate swaps5,4744,300
Total5,6175,230
118 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
28. CONTINGENCIES
The Group has the following guarantees:
2019
$’000
2018
$’000
Bonds and sundry facilities7575
Guarantees of bank facilities for associated companies25,72825,801
Total25,80325,876
29. COMMITMENTS
CAPITAL COMMITMENTS
As at 31 December, the Group is committed to the following capital expenditure:
2019
$’000
2018
$’000
Property, plant and equipment12,2747,166
Intangible assets3003
Total12,5747,169
NON-CANCELLABLE OPERATING LEASES RECEIVABLE
The Group as a lessor
Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is
classified as a finance lease. All other leases are classified as operating leases.
Rental income (net of any incentives given to lessees) is recognised on a straight-line basis over the term of the relevant lease.
All properties leased to third parties under operating leases are included in ‘Property, plant and equipment’ on the balance
sheet. They are depreciated over their expected useful lives on a basis consistent with similar property, plant and equipment.
Amounts due from lessees under finance leases are recognised as receivables at the amount of the Group's net investment
in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the
Group's net investment outstanding in respect of the leases.
Future minimum rentals receivable under non-cancellable operating leases as at 31 December are as follows:
2019
$’000
2018
$’000
Within one year1,5731,959
One to two years9051,409
Two to five years7301,541
Total3,2084,909
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 119
NOTES TO THE FINANCIAL STATEMENTS
(CONTINUED)
30. EVENTS OCCURING AFTER THE BALANCE DATE
On 17 December 2019 the Group entered into an agreement to acquire Freshmax NZ Limited, a New Zealand domestic fresh produce
business, for $30.0m on a debt-free and cash-free basis.
The agreement is subject to a number of conditions including review by the Commerce Commission.
Subject to these conditions being satisfied, the transaction will settle in the upcoming financial year.
120 | T&G GLOBAL LIMITED ANNUAL REPORT 2019
FIVE YEAR FINANCIAL REVIEW
20192018201720162015
Statistics
Number of ordinary shares on issue
122,543,204
122,543,204122,543,204122,543,204119,803,316
Earnings per share - cents
0.7
4.630.225.115.4
Net tangible assets per security
$3.56
$3.08$3.17$2.62$2.47
Percentage of equity holders funds to total assets
56%
55%53%53%49%
Ratio of current assets to current liabilities
1.47
1.741.631.811.65
Ratio of debt to equity
(1)
0.80
0.810.880.881.04
Dividends
Cents per share on paid up capital
-
12
(2)
666
Total dividend paid
-
$14,707,592$7,352,592$7,188,1997,020,633
2019
$’000
2018
$’000
2017
$’000
2016
$’000
2015
$’000
Revenue
Continuing activities
1,216,409
1,188,2031,068,145871,771812,764
Profit
Pre-tax profit
10,311
13,24241,95442,09524,669
Net profit after tax
6,611
10,39440,24632,43619,450
Funds employed
Paid up capital
176,357
176,357176,357176,357170,317
Retained earnings and reserves
284,349
223,942237,417168,082147,933
Non-controlling interests
13,697
13,32111,8192,3832,696
Non-current liabilities
181,276
192,854217,164194,853214,855
Current liabilities
198,553
147,207155,959108,911118,167
854,232
753,681798,716650,586653,968
Assets
Property, plant and equipment
386,079
396,546450,981393,974401,395
Other non-current assets
176,651
103,50393,25460,00857,426
Current assets
291,502
253,632254,481196,604195,147
854,232
753,681798,716650,586653,968
(1)
Debt includes trade payables.
(2)
An interim dividend and final dividend were paid out at 6 cents each in 2018.
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 121
DIRECTORY
DIRECTORS
Prof. K.J.Lutz
Chairman and Non-independent Director
B.J. Mangold
Non-independent Director
C.A. Campbell
Independent Director
A. Helber
Non-independent Director
R.J. Hewett
Independent Director
M.W. Liu
Non-independent Director
R.T. Priske
Non-independent Director
REGISTERED OFFICE
1 Clemow Drive
Mt Wellington, Auckland 1060
New Zealand
REGISTERED OFFICE CONTACT DETAILS
PO Box 290
Shortland Street
Auckland 1140, New Zealand
Telephone: (09) 573 8700
Website: www.tandg.global
Email: info@tandg.global
AUDITORS
Deloitte Limited
PRINCIPAL BANKERS
Bank of New Zealand
HSBC
Rabobank
Westpac New Zealand
PRINCIPAL SOLICITORS
Russell McVeagh
SHARE REGISTRY
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna, Auckland 0622
New Zealand
SHARE REGISTRY CONTACT DETAILS
Private Bag 92119
Victoria Street West
Auckland 1142, New Zealand
Investor enquiries: (09) 488 8700
Website: www.computershare.co.nz
Email: enquiry@computershare.co.nz
T&G GLOBAL LIMITED ANNUAL REPORT 2019 | 123
Printed on Recycled paper produced of 100% recovered fibre.
GROWING HEALTHIER
FUTURES
THROUGH
FRESH FRUIT
&
VEGETABLES
1 CLEMOW DR, MT WELLINGTON, AUCKLAND 1060
TEL: +64 9 573 8700
INFO@TANDG.GLOBAL
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.
Other issuers discussed similar conditions around this time
Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.
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