Annual Report for Financial Year to 30 June 2020
Helping grow the country
Annual Report
For the year ended 30 June 2020
ANNUAL REPORT 2020 | 1
Calendar
Contents
Annual shareholders’ meeting
20 October 2020
Half-year earnings announcement
24 February 2021
Year-end earnings announcement
17 August 2021
Introduction
2020 Financial Year at a Glance 2
Chairman and
Chief Executive Offi cer’s report 4
Our Company
Board of Directors 10
Executive Team 12
The year in review 14
Agency – Twin Oaks 20
Retail & Water – Rockit
TM
Apples 22
Agency – bidr® livestream auction platform 24
PGG Wrightson in the community 26
Environmental, Social and
Governance Reporting 30
Financial information
Key Financial Disclosures 33
Directors’ Responsibility Statement 34
Additional Financial Disclosures including
Notes to the Financial Statements 45
Independent Auditor’s Report 80
Governance
Corporate Governance and Board Charter 84
Statutory Disclosures 92
General Disclosures 97
Shareholder Information 98
Corporate Directory 100
PGG Wrightson Retail Team Leader, Troy Mackey,
discusses Multine B12® vaccine with Alan Hore and
Richard Hore at Beaumont Station near Millers Flat
in Central Otago in July 2020.
PGG Wrightson Real Estate Nelson-Marlborough Sales
Manager, Joe Blakiston and Real Estate Salesperson,
Greg Lyons, are joined by Fruitfed Supplies
National Winery Account Manager, Blair McLean
at Marfell Block vineyard in the Awatere Valley in
Marlborough in February 2020.
PERFORMANCE
HIGHLIGHTS
2020 FINANCIAL YEAR
9c per
share
FULLY IMPUTED
INTERIM DIVIDEND
$234m
CAPITAL
DISTRIBUTION TO
SHAREHOLDERS
COMPLETED
14 AUGUST 2019
NET PROFIT
AFTER TAX
$ 7. 8 m
*
OPERATING
EBITDA
$45.2m
*
* 2020 includes the impact of the new lease accounting standard.
PGG Wrightson Real Estate Sales Manager,
Craig Bates, and Salesperson, Shaun
O’Docherty, look out at Tima Hills in Central
Otago with their vendors in March 2020.
2 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 3
MORE THAN
GO BEEF
PURCHASED
SINCE LAUNCH
PURCHASED
SINCE LAUNCH
$50m
180k
MORE THAN
1.17m
GO LAMB
GO GRAZING
CONTRACTS CONTINUED
TO GROW STRONGLY,
BALANCE PEAKING AT JUST
UNDER
AT A GLANCE
2020 FINANCIAL YEAR
ECOMMERCE
LAUNCHED
JUNE 2020
CONTINUED
REVENUE
GROWTH
8.0%
LOST TIME INJURY (LTI)
FR E Q U E N C Y R ATE
COMPARED TO FY17 BASELINE
25%
R&D TEAM
CARRIED OUT
MORE THAN
TRIALS
50
INCLUDING
MORE THAN
TREATMENTS
250
HEAD OF STOCK TRADED
7 ACCREDITED
AGENCIES
30k+
BUY & SELL
ONLINE AUCTIONS
200
Stephen Guerin
CHIEF EXECUTIVE OFFICER
Rodger Finlay
CHAIRMAN
ANNUAL REPORT 2020 | 54 | PGG WRIGHTSON LIMITED
PGG Wrightson Limited (“PGW”, “the Group” or “the Company”) delivered
Operating earnings before interest, tax, depreciation and amortisation
(Operating EBITDA) for the year ended 30 June 2020 of $45.2 million.
This includes the impact of the new lease accounting standard which
has led to an increase in Operating EBITDA of $21.7 million. Excluding
the impact of the lease adjustment, Operating EBITDA was $23.4 million.
Net profi t after tax (NPAT ) was $7.8 million.
This was a year of two distinct halves. During the fi rst half of the year to 31 December
2019, the business traded well to record an Operating EBITDA (excluding the impact
of the new lease accounting standard) of $23.7 million, which was up 33 percent on
the prior comparative period, and a net profi t after tax of $12.8 million. However,
our second half trading results were impacted by COVID-19 and the consequential
operational disruption caused by the global pandemic.
Shareholders benefi ted from a $234 million capital distribution which was paid on 14
August 2019, following completion of the Seed and Grain sale.
While the result for this fi nancial year was not what we had targeted at the start of the
year, it nevertheless refl ects well on the resilience of the business, our people, and the
support from our customers and shareholders in what has been an extraordinary year.
To deliver a trading performance similar to the prior year after the level of disruption
experienced is heartening and demonstrates that the business is in good health.
The business responded well to a range of challenges arising over the year including
widespread drought conditions, fl ooding in Southland, and disruption from the
COVID-19 pandemic lockdown and various Alert Levels. Our dedicated employees
rose to these challenges and supported our customers, communities, and the sector
through all of these circumstances.
Our Rural Supplies and Fruitfed Supplies stores, our Agritrade wholesale business, and
other supporting functions were deemed essential service providers and remained
open throughout the lockdown. Our teams did an excellent job in adapting quickly to
implement operating protocols to protect the safety of our employees and customers,
as they continued to deliver fi rst class service to customers over the period.
Our Wool stores, Real Estate offi ces and Livestock saleyards were all closed during
lockdown, and our Water business was only permitted to perform essential
maintenance. With the reduced trading and disruption to our Real Estate, Water,
Livestock, and Wool businesses over the period of the COVID-19 lockdown, PGW
applied for and received $4.1 million through the government wage subsidy scheme.
An extraordinary
year for PGW
A capital distribution to
shareholders of $234 million
was completed on
14 August 2019.
Shareholders received a fully
imputed interim dividend of
9.0 cents per share.
2020 $M
2019 $M
Revenue
788.0
798.8
Gross Profi t
204.2
219.5
Operating EBITDA
45.2
*
24.9
Net Profi t After Tax
7.8
*
131.8
Net Cash Flow from
Operating Activities
34.2
*
(49.0)
* 2020 includes the impact of the new lease accounting standard.
CHAIRMAN AND
CHIEF EXECUTIVE
OFFICER’S
REPORT
Spring colour in Canterbury,
photographed by Andrew
Hide for the PGG Wrightson
Landmarks Photo Collection.
6 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 7
On-farm and market conditions
This year was particularly challenging in terms of on-farm and market conditions for large parts of the
farming community. In the second half of the year widespread drought conditions resulted in feed
shortages on-farm with consequential demand and a shortage of meat processing capacity. This was
exacerbated by the impact of the global pandemic on supply chain access to international markets and
further reductions in processing capacity due to pandemic related operating restrictions.
Although COVID-19 is aff ecting virtually all countries in the world, the impacts and the timing of these
varies from country to country. It has become apparent that the supply chain for food is not as secure
as was previously thought. The pandemic put global supply lines under pressure, disrupted trade, and
has resulted in market volatility. However, demand has continued for New Zealand’s primary exports,
as consumers worldwide place value on the provenance and security of their food. There is however,
a degree of uncertainty in the medium term as the economies in export markets respond to the
pandemic. Global lockdowns have altered consumer behaviour, resulting in some primary producers
having to change their product off erings and marketing strategies.
The Alert Level 4 lockdown presented challenges for farmers given that it occurred at a time of year
when autumn livestock sales were under way. The livestock industry faced numerous demands,
including the drought with many farmers trying to move their stock off their farm, as well as processing
delays with processors needing to implement social distancing restrictions.
The lockdown also came at a peak time in the crop cycle with harvest underway. Although harvest
conditions were good across the country, harvesters had to adapt to manage social distancing. The
season saw good quality crops in horticulture, though yield volumes in some feed crops were impacted
by climatic conditions.
While the international markets for protein remain fi rm, the demand for added value products has
reduced due to disruption to food service and restaurant trade across the world. It is expected that this
will continue into 2021 and in turn could aff ect farm-gate returns in the medium term.
Access to funding remains an issue for some farmers with banks continuing to tighten lending to the
primary sector, especially their exposure to dairy.
New Zealand has made good progress with its strategy to eradicate Mycoplasma bovis (M. bovis) with
the number of infected properties continuing to drop.
Our people
At 30 June 2020 PGW employed approximately 1,840 employees (including casual, fi xed-term,
commission and permanent staff ).
PGW refreshed its people strategy following a corporate structure review which centralised
corporate functions.
Key programmes of work to enhance our people and culture over the last year included developing
a clearly defi ned PGW Leadership Brand, and a new Leadership Development Framework and
Programme, introducing a refreshed induction programme, and delivering improvements to our
people related processes to best leverage existing systems.
During November 2019 our PGW Group head offi ce moved to the Christchurch International Airport
campus. Our new purpose-built offi ce has allowed us to bring staff together in one location having
previously been spread across three Christchurch locations. The new offi ce environment has been well
received by staff and includes better facilities to support collaboration and use of technology.
Safety and wellbeing
Three years into our Safety and Wellbeing strategy we continue to engage our people to assist
transforming our culture to one of ‘citizenship’ by embedding the cognitive behavioural safety
leadership programme, Zero Incident Process (ZIP).
Over the past year PGW has introduced Critical Risk standards to our framework and we continue to
ingrain control measures to prevent serious harm events. These are ongoing programmes of work as
we continue to develop our safety culture. Moving to a centralised operating structure has provided
greater consistency and standardisation to our development of safety and wellbeing practices, with
leadership accountabilities continuing to be a focus area within each operational business unit.
We continue to see an improvement in our benchmark performance measures for safety incident
events with a reduction in the frequency rates for lost time of 25 percent and for total recordable
injuries of 30 percent for this year, when compared to our strategy baseline FY17 actual rates.
CHAIRMAN AND
CHIEF EXECUTIVE
OFFICER’S REPORT
CONTINUED
Early morning milking in Taranaki, photographed
by Olivia Mitchell-Bettles for PGG Wrightson
Landmarks Photo Collection.
“TO DELIVER A TRADING
PERFORMANCE
SIMILAR TO LAST YEAR
AFTER THE LEVEL OF
DISRUPTION THAT WE
HAVE EXPERIENCED
IS HEARTENING AND
DEMONSTRATES THAT
THE BUSINESS IS IN
GOOD HEALTH.”
RODGER FINLAY, CHAIRMAN
8 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 9
Vehicles remain the single biggest risk area for our people. This year we completed a comprehensive
review of our motor vehicle policy alongside our vehicle and driving critical risk standard. This has
seen multiple initiatives introduced to improve the ongoing safety of our people, including a targeted
approach to developing a safer driving culture, such as the launch of a driver competency training
programme.
The wellbeing of our people and the communities in which they operate is paramount to PGW. We
continue to support Dr Tom Mulholland and his KYND wellness tool, and we have entered into a
sponsorship partnership with Dr Tom’s Walk the Talk Wellness Tour (see page 28).
Cashfl ow and Debt
Cashfl ow from operating activities was a $34.2 million infl ow. Capital expenditure for the year to 30 June
2020 was $11.9 million, which was $4.6 million lower than the comparative period for the prior year.
This spend has seen continued investment in IT, including our bidr® online trading platform and our
eCommerce retail website (https://store.pggwrightson.co.nz).
It is important to note that as a seasonal business, our working capital requirements typically increase
over spring and into summer in line with the demand for farming inputs in New Zealand.
Whilst the second half of the fi nancial year was challenging due to a range of factors, including
widespread drought conditions, supply chain issues for livestock and meat processing, and the global
pandemic, we nevertheless maintained disciplined cash-fl ow management. This resulted in a pleasing
net debt position of $33.1 million as at 30 June 2020, with an improved overdue debtor percentage
compared to the prior fi nancial year. It is also worthwhile noting that the resizing of our corporate
support functions realised in excess of the anticipated $2.5 million cost savings for the fi nancial year.
This means we start our seasonal build of working capital for the current year from a sound position.
We continue to look for effi ciencies in our operations. As part of our continuing commitment to
recalibrate our cost base, the Board resolved earlier in the year to capture savings through reducing
current Board numbers to fi ve members and reducing some director fees with eff ect from April 2020. The
combined eff ect of these changes has resulted in directors' fees reducing by approximately 18 percent
when calculated on an annualised basis.
Distributions
The Board is pleased with the manner in which the business has come through the year, however the
trading results are back on pre-COVID-19 expectations and the eff ects of the global pandemic are
continuing to be felt.
While we remain optimistic about the prospects for the sector, it is prudent to be wary given the degree
of uncertainty being experienced throughout much of the world. In view of that background, the Board
has determined to take a cautious distribution approach in the interim, while greater certainty is obtained
about how these events will fl ow through and impact demand for agri-inputs in the year ahead.
Refl ecting the extraordinary nature of this year, the ongoing global challenges, and the fact that the
company has made a net loss of $4.9 million in the second half of the year, the Board has determined not
to pay a fi nal dividend. However, the Board intends to resume the payment of regular dividends when
the market stabilises should operating results allow.
PGW paid a fully imputed 2020 interim dividend of 9 cents per share on 3 April 2020.
CHAIRMAN AND
CHIEF EXECUTIVE
OFFICER’S REPORT
CONTINUED
Outlook
While there is scope for optimism with strong demand and pricing for New Zealand’s agricultural and
horticultural export commodities, there remains a degree of caution with continuing volatility in global
markets. Consumers in some key export markets have been shielded from the impacts of COVID-19 through
unprecedented fi scal support which has underpinned retail spending on food. However, with infection rates
continuing to increase globally and secondary lockdowns occurring, a degree of uncertainty remains as to how
this will impact trade fl ows over the coming year.
In this context, while it is too early to provide guidance about expectations for the fi nancial year ending
2021, there is a healthy measure of optimism with solid production returns continuing in dairy, red meat, and
horticulture. We are seeing farmers and growers gear up for the busy spring period and we hope to be in a
position to provide a trading update by the time of our Annual Shareholders' Meeting in October 2020.
Governance
Ronald Seah retired from the Board on 31 August 2019, having served as a director for almost seven years. The
Board acknowledge and thank Ronald for his contribution as a director.
At the Annual Shareholders' Meeting on 22 October 2019, Rodger Finlay was elected as independent
chairman, with David Cushing and Sarah Brown remaining as independent directors.
Executive team changes
The PGW executive team had one change with Rachel Shearer, General Manager Human Resources, returning
from parental leave in February 2020.
Acknowledgements
On behalf of the Board and executive team, we extend our thanks to all the outstanding individuals who make
up the PGW team for their continued hard work and dedication.
We are proud of how our people have responded to the pandemic and how they continue to serve our
customers and communities despite all the challenges faced. We have proved we can play it safe in our
workplaces by implementing practical procedures and controls in response to the pandemic.
We wish to pay tribute to our loyal customers and their valued business, and we thank you for your
understanding and for adapting to our changing operating protocols through these unprecedented times.
We also thank our suppliers and shareholders for their support.
We are committed to serving our customers and the communities within which we live and operate.
Our company purpose is 'Helping grow the country' and this continues to be at the heart of what we do.
Rodger Finlay Stephen Guerin
Chairman Chief Executive Offi cer
10 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 11
RODGER FINLAY
BCom, FCA, CFInstD
Independent Chairman
Rodger Finlay joined the PGG Wrightson
Limited Board on 30 April 2019 as an
Independent Director and Chairman, and
as a member of the Audit Committee. An
experienced Chairman and Company Director,
Rodger has governance skills specialising in
fi nance, natural resources, agriculture, media
and corporate recovery. Additionally, he has
amassed signifi cant knowledge of fi nancial
and jurisdictional systems globally having
conducted investment banking activities in
Australasia, South East Asia, Africa, the United
Kingdom, continental Europe and North
America.
After 26 years in the investment banking and
fund management areas, Rodger, since 2008,
now acts as a full time Company Director
and Trustee with governance assignments
in New Zealand and the United Kingdom.
Rodger chairs both the Independent Advisory
Panel of the Provincial Growth Fund and NZ
Post Limited. He holds directorships in Ngāi
Tahu Holdings Corporation Limited, Moeraki
Limited, Rural Equities Limited and Kiwi Group
Holdings Limited. Rodger previously served
on the PGG Wrightson Agritech Governance
Board and retired in 2013.
JOO HAI LEE
ACA (ICAEW ), CPA (Australia), FCCA (UK), CA (ISCA)
Deputy Chairman
Joo Hai Lee was appointed as Deputy
Chairman of PGG Wrightson Limited on 30
April 2019 and has been a Director since
31 October 2017. He is a member of the
Audit Committee. He was appointed as an
Independent Director of Agria Corporation in
November 2008.
Mr Lee has more than 30 years’ experience in
accounting and auditing. He was a partner
of an international public accounting fi rm
in Singapore until his retirement from the
fi rm in 2012. He has serviced clients in
the manufacturing, hospitality, insurance,
insurance brokers and other service industries.
His clients included large multinational
corporations and listed entities. His
professional memberships include those of
the Institute of Chartered Accountants in
England and Wales, CPA (Australia), ACCA (UK),
Institute of Directors of both Hong Kong and
Singapore. Mr Lee also sits on the Board of
several listed companies in Singapore and
one in Hong Kong.
SARAH BROWN
BA, LLB, CFInstD
Independent Director
Sarah Brown was appointed to the PGG
Wrightson Limited Board on 30 April 2019
as an Independent Director. Sarah is from
a rural background, having grown up on
a Southland sheep farm. She is a former
Commercial Lawyer who now holds a number
of Independent Director roles.
Sarah’s directorships include PowerNet
Limited, Electricity Invercargill Limited and
OtagoNet Limited and she was previously on
the Southern Institute of Technology Council
for 11 years, six of them as Council Chair. She
is a member of the Independent Advisory
Panel for the New Zealand Provincial Growth
Fund. Sarah is a passionate Southlander,
strongly committed to regional New Zealand’s
economic development.
DAVID CUSHING
B.Com, ACA
Independent Director
David Cushing was appointed to the PGG
Wrightson Limited Board as an Independent
Director on 30 April 2019 and is Chairman
of the Audit Committee. David is a former
investment banker.
He is Executive Chairman of Rural Equities
Limited, and a Director of Skellerup Holdings
Limited and H & G Limited. David has
previously been a director of Red Steel
Limited, Webster Limited, Williams & Kettle
Limited, Fruitfed Supplies Limited, Tourism
Holdings Limited, NPT Limited, New Zealand
Farming Systems Uruguay Limited and
Wakefi eld Health Limited.
U KEAN SENG
LLB (Hons), B.Ec
Director
U Kean Seng was appointed to the PGG
Wrightson Limited Board on 4 December
2012. He is Head of Corporate and Legal
Aff airs for Agria Corporation, a role he
has held since December 2008. U Kean
Seng previously practiced as a partner at
Singaporean law fi rm, Shooklin & Bok LLP,
focused on East Asia, and he led a corporate
fi nance team in Allen & Overy Shooklin & Bok,
JLV, an international law venture partnership
with London based Allen & Overy LLP.
U Kean Seng previously sat as an Independent
and Non-Executive Director of several public
listed corporations. He received a Bachelor
of Laws (Honours) degree from Monash
University Australia. He is a Barrister and
Solicitor, Supreme Court of Victoria, Australia;
Advocate and Solicitor, Supreme Court of
Singapore and Solicitor of England and Wales.
In addition to his extensive legal knowledge,
U Kean Seng is also a qualifi ed economist,
having completed his degree majoring in
Economics and Accounting, B.Ec at Monash
University, Australia.
Board of Directors
LIM SIANG (RONALD) SEAH
Ronald retired from the Board of
PGG Wrightson Limited eff ective
31 August 2019.
BOARD OF
DIRECTORS
EXECUTIVE
TEAM
12 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 13
STEPHEN GUERIN
Chief Executive Offi cer
Stephen was appointed Chief
Executive Offi cer of PGG
Wrightson Limited in June 2019.
Prior to this appointment he was
responsible for all aspects of the
Retail & Water group business
which includes the Rural Supplies,
Fruitfed Supplies, Agritrade and
Water businesses. He has worked
for PGG Wrightson Limited and
its predecessor companies for
since 1988. He holds a Bachelor
of Business Studies (Accounting)
from Massey University. Stephen
is a Director of several Group
subsidiaries and a Director of the
PGG Wrightson Employee Plan
Trustee Limited.
NICK BERRY
General Manager Retail & Water
Nick was appointed General
Manager Retail & Water in August
2019. Nick joined PGG Wrightson
Limited as New Business Growth
Manager for Agritrade in 2014
and through his fi ve year period
with Agritrade he grew the
business substantially. Prior to
joining PGG Wrightson Limited,
Nick was General Manager for
RD1 for eight years and prior
to that National Operations
Manager. Nick has an extensive
track record of experience at
general management level. Nick’s
strengths are leadership, business
management, along with strong
sales and service focus, backed up
with a strong affi nity for retail and
the agribusiness sector.
JULIAN DALY
General Manager Corporate
Aff airs
Julian is responsible for the
Group Strategy, Marketing, Legal,
Corporate Communications,
Business Services, and Investor
Relations functions for PGG
Wrightson Limited. He is
also Company Secretary and
previously held a number of
responsibilities including General
Manager of PGG Wrightson Real
Estate Limited and Internal Audit.
Julian has broad operational
involvement across the business
and is Chairman of the Credit
Committee and Risk Committee,
Director of a number of Group
subsidiaries and a Director of
the PGG Wrightson Employee
Benefi ts Plan Trustee Limited. He
is a former General Counsel of
DB Breweries Limited and has
previously worked for law fi rms in
the Middle East and New Zealand.
GRANT EDWARDS
General Manager Wool
Grant was appointed as General
Manager Wool in October 2017.
He is responsible for all aspects
of the Wool business including
procurement, logistics, sales
and wool export. Grant holds a
Bachelor in Agriculture Science
from Lincoln University majoring
in Wool Science. He began his
career in Livestock with Reid
Farmers Ltd in the mid 1980’s and
then joined their Wool Business.
He has held the position of Wool
Manager at Reid Farmers and
Pyne Gould Guinness Limited.
Grant more recently held roles
with PGG Wrightson Limited
being General Manager Regions
and Otago Regional Manager,
and General Manager Insurance
and Financial Services. Grant has
spent over 20 years directly in the
wool industry and states, “once
you have a passion for wool it
never leaves.”
PETER MOORE
General Manager Livestock
Peter has been responsible for
the Livestock division since
August 2014. Prior to joining PGG
Wrightson Limited, he headed up
Fonterra’s international farming
ventures business from 2008 until
2013, responsible for developing
and implementing the strategy
to selectively invest in milk pools
outside of New Zealand and
Australia. His major focus was the
development of the scale farms
in China plus dairy development
in Latin America and Asia. Prior
to this Peter worked in Fonterra’s
risk management team and
before joining Fonterra in 2005
he managed AgResearch farms
across New Zealand. Peter grew
up on the family hill country
sheep and beef farm in the
Waikato and spent a number
of years managing this in
partnership with his family.
PETER NEWBOLD
General Manager Real Estate
Peter is the General Manager
of PGG Wrightson Real Estate
Limited, a role he has held since
September 2013. Peter was
previously General Manager
of New Zealand Sotheby’s
International Realty. Peter was
employed by Wrightson Limited
from 1995–2005 during which
time he held a range of roles
including Marketing Manager and
Business Development Manager.
Prior to this, he had an extensive
career in retail ownership
management and franchising.
PETER SCOTT
Chief Financial Offi cer
Peter was appointed as PGG
Wrightson Limited’s Chief
Financial Offi cer in March 2015
and leads the fi nance and
technology functions. Peter
started his career at Fletcher
Challenge and has broad
multinational experience
spending fi ve years in Scandinavia
where he was the Vice President
of Accounting and Tax for Norske
Skog, a large global newsprint
and magazine paper producer.
He relocated to Australia in 2005
and was appointed to the lead
fi nance role for the Australasian
region for Norske Skog. In 2008
Peter joined Gloucester Coal
Limited, an Australian Securities
Exchange listed mining company
as the Chief Financial Offi cer.
In 2010 he joined the majority
shareholder Noble Group, a leader
in managing the supply chain of
agriculture, energy, metals and
mining resources, headquartered
in Hong Kong and listed in
Singapore. He was the Chief
Financial Offi cer for Noble Group
in Australia.
RACHEL SHEARER
General Manager Human
Resources
Rachel was appointed PGG
Wrightson Limited’s General
Manager Human Resources in
April 2016 to lead the Human
Resources and Safety, Wellbeing
and Environment functions and
teams. In this role she oversees
the PGW People Strategy with
the foundations of this being
performance, leadership and
culture. Prior to joining PGW,
Rachel was GM Human Resources
at Solid Energy after gaining
experience as a human resource
consultant both abroad and in
her hometown of Christchurch
specialising in organisational
design, change management and
business transformation.
NATALIE THAIN
General Manager Human
Resources (Acting)
Natalie was General Manager
Human Resources (Acting) from
July 2019 to February 2020.
14 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 15
PGW HAS TWO OPERATING GROUPS:
RETAIL & WATER AND AGENCY
Ewes on the move again in
Manawatū, photographed by Teresa
Newton for the PGG Wrightson
Landmarks Photo Collection.
THE YEAR
IN REVIEW
Fruitfed Supplies Technical Horticultural Representative,
Julie Fotheringhame discusses hydroponic strawberries with
Lewis Farms’ agronomist Ruel Vallar near Levin in Manawatū-
Whanganui in November 2019.
16 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 17
2020 $M2019 $M
Revenue
619.1
599.7
Operating EBITDA
34.7
*
19.3
* 2020 includes the impact of the new lease accounting standard.
The Retail & Water business incorporates Rural Supplies, Fruitfed Supplies, Agritrade
and Water. Retail & Water’s Operating EBITDA was a pleasing $34.7 million, or $22.0
million (excluding the impact of NZ IFRS 16 lease accounting standard). Excluding the
impact of the new lease standard this was up $2.7 million on the prior year’s result.
Retail & Water group
Our Rural Supplies business and Fruitfed
Supplies business again performed well.
This year was challenging for the sector
and the country. However, we continue
to see anecdotal evidence of market share
gains attributable to our strong technical
off ering and customer service. Our
customers value the support they receive
through our fi eld representatives who
are backed up by our Technical and R&D
teams and staff in our store network.
Retail & Water managed the COVID-19
Alert Level 4 restrictions very well and
continued to trade as an essential service.
The whole team pulled together to ensure
appropriate protocols and operational
disciplines were in place to help protect
the safety of our staff , customers, and
communities.
We successfully launched our eCommerce
website in June 2020 allowing customers
to transact online. We are experiencing
increasing customer interest and appetite
for this channel and we will continue to
add further online functionality over time.
Rural Supplies
This fi nancial year we continued with our
programme to improve our store network
and provide customers with an enhanced
customer experience and wider product
off ering. We are renovating our Mayfi eld
store and we have three new store
developments in the pipeline in Taupo,
Darfi eld, and Alexandra.
At a macro level, farming returns are good,
and the outlook for red meat and dairy
look favourable. A key issue impacting
dairy farmers and dairy support spend is
constrained access to funds, as banks look
to reduce their exposure to dairy.
Fruitfed Supplies
Our market leading Fruitfed Supplies
business again performed well, with
diversifi cation across a variety of crops
and continuing to adapt to our customer
and market needs. Our focus remains to
add value to our customers’ businesses by
supplying specialist products and services
and providing the best technical advice.
Our market share remains strong in the
grapes, pipfruit, stone fruit, and kiwifruit
sectors and we are increasing our
presence in avocados and cherries, which
continue to see capital investment. The
business is also well placed to benefi t
from ongoing technical advancements
in viticulture and further grape
development.
The outlook for the coming year remains
positive for Fruitfed Supplies. Returns
and yields for the horticultural sector
are positive with stability in pricing for
growers, which was highlighted by the
record levels paid in the recent kiwifruit
licence tenders.
This optimism is continuing to see
horticultural development taking place
and land use change, including larger
corporate growers diversifying their
portfolios and investing in other areas.
We are also progressively seeing this
development coming into production.
This development supports increased
opportunities for Fruitfed Supplies across
the core categories that we supply.
Agritrade
Our Agritrade wholesale business has
seen continued year-on-year growth
with revenue up on the same period last
year. This was achieved through growth
in our existing range, as well as product
acquisition and providing distribution
services for existing suppliers looking to
Agritrade to get their products to market.
We expect to see further new product
lines added to the Agritrade range
over the coming year and we see good
opportunity for continued growth in our
wholesale operations.
Water
The fi nancial year for the Water businesses
was tough. Tightening of on-farm credit
and regulatory requirements together
with a lack of new water schemes have
continued to present a diffi cult trading
environment for our Water business.
Operating restrictions under Alert Levels
4 and 3 meant that the Water business
was reduced to the provision of essential
servicing only during that period.
Livestock
The largest business within the Agency
group is Livestock.
Our Livestock business experienced a
strong first six months underpinned by
buoyant trading volumes and values. In
the second half of the year widespread
drought conditions resulted in high
demand for and a shortage of processing
capacity. The pandemic impacted the
supply chain and access to international
markets, and further restrictions on
processing capacity were implemented
when the country went into Alert Level
4 lockdown. These events, together with
the significant impact caused through the
temporary closure of saleyards under Alert
Levels 4 and 3 impacted the business.
The benefits of our real time bidr®
online trading platform, came into
stark focus during the lockdown where
necessity showcased the advantages of
this channel and innovation. The bidr®
team responded well and accelerated
modifications to the platform to permit
access for new users in response to
demand, as well as the launch of the new
hybrid auction option. We see potential
for the bidr® platform moving forward
and regard this innovation as important
to the New Zealand livestock sector (see
pages 24–25).
Requests for our Go grazing contracts
continued to grow strongly with the
balance peaking at just under $50 million
during the year. Customer demand for
the convenience and versatility of the Go
programme continues, and we expect to
see further growth in the current year (see
pages 20–21).
Overall livestock tallies were lower this
financial year compared to the prior
year. The largest impact was the effects
of reduced activity during April and May
2020 when saleyards were closed.
Average livestock prices were also lower
compared to last year. During the first half
of the year prices were higher than last
year for both sheep and cattle. However,
pricing started to trend down in January
due to drought conditions and the
shortage of processing space, particularly
in the North Island. Restrictions in the
supply chain further impacted pricing
from April 2020.
Wool
PGW Wool has come through a difficult
year with depressed crossbred wool
prices and associated worldwide
wool demand impacted by the global
pandemic. The pandemic is arguably the
most significant issue the wool industry
has experienced in a generation and it has
impacted the international wool supply
chain. This has resulted in a decline in
wool demand, orders, and prices across all
wool types.
As a consequence, our wool brokering
business has facilitated the sale of
fewer wool bales and at lower margins.
Consequently, farmer growers have
elected to hold wool rather than sell into
the current market. Additionally, wool
auctions were placed on hold for two
months over the period of Alert Levels 4
and 3.
Real Estate
The rural real estate market continued
to face difficult market conditions
with declining volumes in all sectors
throughout the year. However, the
lifestyle and residential markets in the
provinces remained relatively positive.
The pandemic affected the real estate
market leading up to our peak autumn
selling period, but the business did see
encouraging signs returning during
late May and June 2020. An outcome
from COVID-19 was a strong shift from
traditional print media to digital channels
where we saw increased website traffic
and social media use.
Notwithstanding the challenging macro
conditions, PGG Wrightson Real Estate
improved market share in its key lifestyle
segment and rural regions.
PGG Wrightson Livestock
Representative, Vaughan Vujcich
inspects Angus cattle with Terry Nicolle
near Waimate North in Northland.
ANNUAL REPORT 2020 | 1918 | PGG WRIGHTSON LIMITED
2020 $M2019 $M
Revenue
165.8
193.8
Operating EBITDA
15.7
*
15.9
* 2020 includes the impact of the new lease accounting standard.
Our Agency group incorporates the Livestock, Wool and Real Estate businesses. Trading for this group
is generally weighted towards the second half of the financial year. Operating EBITDA was $15.7
million, or $8.4 million (excluding the impact of NZ IFRS 16 lease accounting standard). Excluding the
impact of the new lease standard this was down $7.5 million on the prior year’s result.
Agency group
Sheep grazing at Twin Oaks,
Waipapa Station in Waikato
ANNUAL REPORT 2020 | 2120 | PGG WRIGHTSON LIMITED
L
ivestock is principally an agency
business, with revenue largely
comprising commissions earned on
the trading of livestock. Consequently,
the key drivers of business performance
are the volume and value of livestock
traded.
In response to an identified need in
the market, PGW Livestock developed
the Go livestock grazing programme
which assists farmers with their livestock
businesses. PGW National Livestock
Supply Chain Manager, Jamie Molloy said,
“The scheme was designed to be easy for
our customers to sign up with their PGW
Livestock Agent. Under the scheme, PGW
purchase and own the livestock and when
they are ultimately sold the change in
the value of the livestock is the farmer's
grazing revenue, less the agreed fees.”
Go grazing contracts are an excellent
example of how PGW can innovate and
develop products that meet the needs
of our customers. Farmers need
to be agile as market prices and
climatic conditions can change
quickly. The timeline for the use of Go
grazing contracts can be flexible and
accommodating, and customers can use
them to suit their farming operations.
There has been impressive growth in Go
since its launch in 2015 with Go-Lamb
purchasing more than 1.17 million lambs
and Go-Beef purchasing more than
180,000 cattle, and with the balance
peaking at just under $50 million this year.
Customers in the Go programme, Roger
and Susan Hayward, purchased Waipapa
Station in 2016, a 900 ha North Island
medium hill country station off the
Raglan Harbour in Waikato, where they
run the Twin Oaks Angus Stud and sheep
farm. Previously the Haywards farmed
near Fairlie in South Canterbury where
they worked with PGW Livestock reps.
PGW’s Livestock Representative, Richard
Johnston, met Roger and Susan as he was
the livestock rep for the former owner.
Early on during their relationship, Richard
introduced Roger and Susan to PGW’s
Go livestock grazing contracts. The
Haywards are fully engaged in the grazing
programme and Susan describes the
programme as a “massive commitment
from PGW. It is important for our cashflow
as PGW purchase and own the trading
livestock, there is no up-front capital
required from us. Go offers us flexibility
and the opportunity to graze the quantity
we want.”
Roger said, “We benefit from Richard’s
knowledge of the livestock market and
he works closely with us for PGW to
determine when and where the stock is
purchased and sold, and whether stock
is sold as store or prime. Since entering
the Go-Lamb grazing contracts we have
grazed approximately 40,000 lambs with
PGW, with numbers peaking at 8,000-
10,000 a season.”
Richard enjoys working with the Go
programme as farmers recognise the
value it brings to their business and
says, “Once customers utilise Go they
stay customers, as they appreciate
the simplicity and convenience of the
programme.”
In addition to grazing livestock, the
Haywards run a first generation Angus
stud with a modern approach to breeding
Angus bulls with performance genetics.
They are passionate about breeding
and Twin Oaks is a highly regarded and
innovative Angus stud farm.
During September 2019 Richard
accompanied Roger and Susan to the
Millah Murrah Angus sale in Bathurst,
Australia where they intended to buy a
stud bull. Although they did not come
home with a bull, they were successful in
securing the NZ semen rights of Millah
Murrah Paratrooper P15 which sold for
A$160,000 and was an Australasian record
for an Angus bull sold at auction.
Richard helps to run all sales for Roger and
Susan which includes their spring yearling
bull sale and their autumn two-year old
bull sale. Roger, Susan, and Richard visit
clients across the country before the sales
to see how their progeny are breeding.
Their South Island clients travel to the
sales and the bulls are sold countrywide.
Make the move
to Go grazing
contracts
Working with PGW
Richard Johnston joined PGW 13 years ago and is a
Livestock Representative based in Waikato. Richard is
one of our more than 230 experienced PGW livestock
representatives nationally. As the biggest player in New
Zealand’s stud and livestock sector, PGW has more reach
and greater influence. We run some of the country’s
biggest sales events, bringing the largest possible pool
of buyers and sellers together. Our representatives pride
themselves on their strong adviser relationships with
their customers.
Demand for our Go grazing contracts continues to see
impressive growth with the flexibility and simplicity of the
programme appealing to our farmer customers.
AGENCY
LIVESTOCK
PGG Wrightson Livestock Representative,
Richard Johnston with Roger Hayward of
Twin Oaks, Waikato.
RETAIL & WATER
FRUITFED SUPPLIES
Rockit
TM
Apple orchard in Hawkes Bay.
22 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 23
Nature’s little treat
produces a sweet
relationship
Rockit
TM
apples were launched commercially in 2010 as a premium, on-the-go,
fresh, healthy snack. This award-winning apple was the result of a natural breeding
programme by New Zealand scientists. They are slightly larger than a golf ball and
the apple has a distinctive sweet fl avour and red colour.
Richard makes recommendations to RMS
managers regarding soil nutrition levels
before trees are planted, delivers advice
on chemical usage, and coordinates the
supply of posts. As new development
blocks come into production, Richard
maps the area and uses GPS for the
Orchard-Rite® wind machines to be
placed and installed with the correct
coverage area.
RMS are at the forefront of innovation
and Richard has instigated demonstration
days on their orchards with suppliers to
Croplands (who manufacture and supply
spray equipment, components and
accessories for sustainable agriculture)
to exhibit new technology to assist RMS
achieve industry-leading, integrated and
sustainable crop management practices.
Richard says, “the relationship relies on our
Fruitfed Supplies team being proactive
and thinking about their requirements,
especially during this rapid growth
phase, as well as Chris having trust in our
recommendations.”
Chris respects Richard’s knowledge as a
THR and an orchardist and Chris knows
that Richard will only recommend
something that will add value to
RMS. They have developed a personal
relationship built on trust and Chris says,
“Richard’s humble enough to admit if he
doesn’t know something and he’ll fi nd
out the answer as he knows how accurate
the information has to be. He provides
the best service to us and looks after our
needs so I can focus on what I have to do,
I don’t have to go behind and check.”
Working with PGW
Richard Griffi ths joined Fruitfed Supplies 10 years ago and is
a THR servicing horticultural customers across Hawke’s Bay.
Richard collaborates with the Fruitfed Supplies’ Technical
Team. Members of this Research and Development team
are all science degree-qualifi ed and they have a clear
appreciation of the realities of commercial horticulture. The
Technical Team support our THRs and our customers with
in depth expert advice in a range of subjects to increase
orchard performance and productivity, and deliver better
export quality produce to market.
PGG Wrightson Technical Horticultural
Representative for Fruitfed Supplies,
Richard Griffi ths, inspects Rockit
TM
apple
trees with Rockit Management Services
General Manager, Chris Hurrey, at an
orchard near Havelock North in Hawke’s
Bay in July 2020.
I
nitially grown in Hawke’s Bay, Rockit
TM
apples are now grown under licence
internationally with intellectual property
protection which assists in enabling year-
round supply. John Loughlin, Chairman of
Rockit Global Limited said, “Rockit
TM
are the
only miniature apple available globally. The
apples were initially exported to Taiwan in
2013 and are now available in 27 countries.
Fruitfed Supplies has been supporting us
through our steep increase in production for
the past seven years.”
As a pioneering company, Rockit Global
do not place themselves in the apple
market, they compete with snack foods.
The innovative cylinder-shaped recyclable
packaging conveniently allows the apples to
be eaten directly from the container, without
having to be washed. The packaging
is designed to be stacked on any shop
counter, allowing it to be sold alongside fast
moving consumer foods in outlets other
than supermarkets and grocery stores.
John said, “The past two to three years have
seen huge growth taking place at 30-40%
per annum. We are focusing on rapid
growth by commercialising our product and
investing ahead of the curve. Our new $50
million purpose-built head offi ce, cool store,
and packhouse is in development on the
outskirts of Hastings and incorporates new
innovations and technology.”
Fruitfed Supplies Technical Horticultural
Representative (THR), Richard Griffi ths,
has been working alongside Rockit
Management Services (RMS), the orchard
arm of the business, since the beginning
of the relationship. Richard works closely
with RMS General Manager, Chris Hurrey,
supporting him throughout the whole
process, from the development of new
blocks through to harvest assessments, as
well as providing advice to help produce an
export quality crop.
AGENCY
LIVESTOCK
Buyers can place bids and buy from anywhere.
ANNUAL REPORT 2020 | 2524 | PGG WRIGHTSON LIMITED
How to sign up to bidr®
All farmers need to do is sign up with their
trusted agency and register for upcoming
auctions. When farmers list their animals for
sale an accredited assessor visits the farm
to assess the livestock, gather information,
produce videos, and take photos. The sale
date and time of the auction is assigned, and
this information is uploaded on bidr®, similar
to a sale catalogue.
Trade
livestock like
never before
S
ince launch, bidr® has accredited
seven agencies and over 280
livestock assessors, hosted more
than 200 online auctions and facilitated
trades of more than 30,000 head of stock.
The fl exibility of bidr®’s platform
empowers farmers and agents with
choice when selling livestock, off ering
regular weekly auctions and the ability to
stand up feature auctions. As an online
platform, buyers can place bids and buy
from anywhere with internet access.
Importantly, there is reduced stress on
animals and the environmental footprint
of livestock trading is lowered given that
stock are transported directly to where
they need to go. This results in less
unnecessary stock movement and also
reduces biosecurity risk by removing the
need to congregate animals in saleyard
environments.
The agility of the bidr® business
came to the fore during the recent
COVID-19 lockdown period. In these
unprecedented times, internet use and
the adoption of online technologies saw
massive growth worldwide. This was also
true for New Zealand’s agribusinesses.
During Alert Levels 4 and 3 saleyards
throughout the country were closed and
farmers and agents welcomed bidr®’s
technology. bidr® experienced rapid
growth in activity with more than 3,600
registered users now signed up.
During lockdown, another key concern for
the industry was the upcoming two-year
old bull sales. With uncertainty about the
ability to host these sales on-farm due to
social distancing requirements, the PGW
Genetics team looked to bidr®. While
numerous smaller studs moved their sales
to fully online auctions, a solution was
needed for large-scale breeders. bidr®
and the Genetics Team co-designed
a hybrid auction format to provide a
fully integrated solution whereby an
auctioneer calls the auction on-farm and
buyers are able to bid on-farm or online
via bidr®. The addition of audio and video
livestreaming added a crucial dimension
allowing remote participation for users.
Livestreaming of on-farm auctions was
on bidr®’s development roadmap but
COVID-19 was a catalyst for its early
implementation. bidr® prioritised the
hybrid option and delivered quickly
to meet the need. Overall, bidr®
livestreamed 31 hybrid bull sales, each
with hundreds of viewers and a total of
more than 620 registered online buyers.
Te Mania Angus in North Canterbury are
industry leaders and conduct the largest
two-year old bull sale of its kind in New
Zealand. As innovators they readily took
the opportunity to use bidr®’s platform
to promote their business using the
hybrid livestream auction option in mid-
June 2020, with 131 lots sold, averaging
$10,056. bidr® activity at the sale was
strong with several purchases and bids in
excess of $40,000 being placed online.
Te Mania Stock Manager, Will Wilding said,
“the bidr® team provided us with excellent
service at every step of our sale process.
The website gave us the platform to
reach a wider audience, the video of the
bulls looked great, and on sale day bidr®
activity was strong and added value to
the Te Mania brand. We look forward to
using the bidr® team’s expertise in future.”
PGW Livestock General Manager, Peter
Moore said, “bidr® is supported by a
highly committed and qualifi ed team of
industry specialists who are dedicated
to delivering results. The team pride
themselves on their professionalism,
integrity, and being an approachable
partner to provide famers and agents
with better business solutions, while
delivering the best customer experience.
Their diverse backgrounds include dairy,
genetics, agribusiness, livestock and
provide a holistic view to delivering an
online business.”
Saleyards and on-farm sales are
synonymous with New Zealand farming
culture and have been so for more than
100 years. They will always be a large
part of many farmers and agents’ way
of buying and selling, allowing farmers
the opportunity to view stock in person
and the chance to socialise. However,
the benefi ts of bidr® are increasingly
being recognised by the industry and
the market has welcomed this innovative
off ering. The team is passionate about
the future of rural New Zealand and the
increasing role bidr® will play.
For further information please visit
www.bidr.co.nz or call 0800 TO BIDR
(0800 86 2437).
PGW launched bidr® its innovative online, real time, auction
platform, at Fieldays in June 2019. bidr® was designed to provide
the livestock industry with a practical new option for buying and
selling livestock online and, ultimately, all things rural.
ANNUAL REPORT 2020 | 2726 | PGG WRIGHTSON LIMITED
FOR THE IHC CALF
& RURAL SCHEME
SINCE LAUNCH
RAISING MORE THAN
$38m
128
RAISED FOR NEW ZEALAND RURAL COMMUNITIES,
CHARITIES AND SCHOOLS THROUGH CASH FOR
COMMUNITIES SINCE LAUNCH
Over $550k
IHC provided photograph
of Gabrielle who enjoys
growing up on a dairy farm
near Reefton on the West
Coast of the South Island.
PGG Wrightson
in the community
We appreciate the importance of making a positive and
meaningful contribution to the communities in which we
operate. We are proud to support and provide a wide range
of sponsorships within our rural communities throughout
the country. From A&P Shows to community organisations,
we are doing our part in ‘Helping grow the country’.
For more than 165 years our people have been key
members of the rural communities in which they live and
work alongside their customers. As a result, we have been
part of, and we have supported, rural communities for
multiple generations.
Cash for Communities
Having successfully fi nished its tenth season, the Cash for
Communities programme, partnered by PGW and Ballance
Agri-Nutrients, continues to provide fi nancial support to rural
communities throughout New Zealand and has raised over
$550,000 since 2011.
This year the Cash for Communities programme focused on
organisations active in supporting and promoting the health
and wellbeing of those living in rural New Zealand, including
the Cancer Society, the Rural Support Trust, and St John. This
focus produced a winning result with 830 farmers taking part
in the programme, raising $43,654 for these organisations and
schools, clubs, and charities nationwide.
The positive impact of the Cash for Communities programme
is felt throughout New Zealand’s rural communities. In Mid
Canterbury, the Kirwee Volunteer Fire Brigade was recently
presented with $3,742 raised through local community support.
As Stuart Jones, Chief Fire Offi cer at the Kirwee Volunteer
Fire Brigade explains, “it gives us the tools to provide a better
service to the community when they need us. It’s all for the
community.”
One way this programme is unique is that farmers nominate the
organisation or charity they would like to receive their donation,
with $1 for every tonne of participating Ballance Agri-Nutrients
fertiliser purchased on their PGG Wrightson or Fruitfed Supplies
account during the campaign period being donated.
For further information on the Cash for Communities
programme, visit www.cashforcommunities.co.nz.
Cancer Society
Everyday over 60 New Zealanders are diagnosed with cancer
and the Cancer Society supports those people and their
whanau who are impacted by cancer. The Cancer Society has
staff available to help those in rural communities by off ering
practical support and care.
The Society also funds vital research, runs free SunSmart
health promotion programmes for schools, and provides
accommodation facilities across the country. This is especially
benefi cial to people in rural communities as they often need to
travel some distance to receive treatment.
In addition to supporting the Society through the Cash for
Communities programme, a further $10,000 donation was
made to the Society through our association with FleetPartners,
the provider of all our leased vehicles.
IHC Calf & Rural Scheme
PGW Livestock’s enduring 35-year relationship with the IHC
is one of the longest running charitable partnerships in rural
New Zealand. The IHC Calf & Rural Scheme, which is run in
conjunction with our farming customers, raises signifi cant
funds to help the IHC charity provide support to people
with intellectual disabilities and their families within the rural
community. As of the 2020 fi nancial year the Scheme has raised
more than $38 million since launch.
The format of the Scheme for the past two years has diff ered
to previous years due to the risk of the Scheme spreading M.
bovis. In July 2018 the IHC, in consultation with the Ministry
for Primary Industries and PGW Livestock, made the necessary
decision to ask farmers to donate a ‘virtual calf ’ or to organise
transport for calves to sale themselves.
This new approach resulted in less funds being received in
FY2019 compared with previous years. Despite the challenges
faced due to M. bovis and saleyards being closed over the
COVID-19 lockdown, almost $900,000 was donated by farmers
to the IHC this fi nancial year.
Greg Millar, National Manager Fundraising, thanked PGW
Livestock and the Scheme’s dairy farmer supporters. Mr Millar
noted “the support PGG Wrightson has provided the IHC by
standing together with dairy farmers around New Zealand is
much more than fi nancial, it extends to advice, expertise, and
linkages. The IHC Calf & Rural Scheme is all about changing lives
in rural New Zealand; collectively dairy farmers around New
Zealand make a real impact on some of the most vulnerable
people and their families in rural New Zealand.”
In addition to our support of IHC, the PGW Livestock business
supports sheep and beef associations, along with several
livestock competitions across New Zealand.
SUPPORTING THE CANCER SOCIETY
THROUGH CASH FOR COMMUNITIES
AND IN ASSOCIATION WITH OUR
FLEET VEHICLE PROVIDER
$
ANNUAL REPORT 2020 | 2928 | PGG WRIGHTSON LIMITED
PGG WRIGHTSON
WOOL NATIONAL
SHEARING CIRCUIT
FOR 18+ YEARS
SUPPORTING
MĀORI EXCELLENCE
IN FARMING WITH
THE AHUWHENUA
TROPHY
YOUNG HORTICULTURIST
YOUNG VITICULTURIST
YOUNG GROWER
PGG WRIGHTSON IN
THE COMMUNITY
CONTINUED
Open Country Dairy
This fi nancial year saw the introduction of a joint initiative with
Open Country Dairy. PGW Livestock donated a portion of the
commission generated from all livestock sold through PGW for
Open Country Dairy suppliers to their respective regional Rescue
Helicopters service.
Supporting the Horticulture Sector
Fruitfed Supplies has a long association and partnership with the
horticultural industry by encouraging excellence, achievement,
and supporting the capabilities of our emerging leaders through
co-sponsoring competitions.
The Young Grower of the Year competition selects from the fi nest
fruit and vegetable growers in the country. The focus of the
competition is to give recognition to young people working in
the industry to develop their skills and foster leadership.
The Young Viticulturist of the Year provides young viticulturists
with the opportunity to upskill, grow in confi dence, widen their
network, and raise their profi le within the industry.
The Young Grower of the Year and the Young Viticulturist of the
Year progress to compete in the Young Horticulturist of the
Year competition. The aim of Young Horticulturist of the Year
competition is to encourage young people in horticulture to
further develop their skills and knowledge and to increase the
opportunities for long term careers in the industry.
This year saw the launch of the Fruitfed Supplies Horticulture
Scholarship through Massey University. The intention of
this academic scholarship is to help promote excellence in
horticulture by supporting future leaders in the industry.
Supporting Industry Events, A&P Shows, Regional Field
Days and Rural Communities
National Shearing Circuit
PGW Wool is proud to support our country’s shearers through the
National Shearing Circuit sponsorship.
The PGG Wrightson Wool National Shearing Circuit is a
prestigious competition celebrating excellence in shearing.
The competition is made up of heats held across New Zealand
between September and March, with the fi nal held at the Golden
Shears in Masterton in March each year.
The PGG Wrightson Wool National Shearing Circuit overall winner
this year was Angus Moore from Seddon, Marlborough.
A&P Shows, Regional Field Days and Fieldays NZ
PGW is proud to be involved with numerous Agricultural and
Pastoral shows (A&P) and fi eld days throughout the year. These
events bring the local rural community together and provide us
with the opportunity to acknowledge the ongoing support of
our customers.
Unfortunately, due to COVID-19, the staging of New Zealand’s
two largest agricultural shows, Fieldays at Mystery Creek and the
New Zealand Agricultural Show in Christchurch were cancelled in
2020 and we look forward to their return in the near future.
Supporting Excellence in Māori Farming
The Ahuwhenua Trophy, Te Puni Kōkiri Excellence in Māori
Farming and Horticulture Award, acknowledges and celebrates
business excellence in New Zealand’s agricultural sector. The
trophy has historically alternated between sheep and beef, and
dairy each year. With the addition of horticulture this year the
trophy will now be competed for by each sector on a three-year
rotational basis.
The 2020 awards were moved from May 2020 to November
2020 due to COVID-19 restrictions. The three fi nalists are The
Hineora Orchard / Te Kaha 15B Ahu Whenua Trust of Te Kaha,
Otama Marere (Paengaroa North A5) Block of Te Puke, and Ngai
Tukairangi Trust of Matapihi.
Industry Associations
As well as PGW sponsoring numerous national breeder
associations, PGW employees are respected members of many
of these associations, providing expert knowledge, advice, and
support to help grow these vital organisations.
Community Events
In addition to supporting corporate events at a national level,
PGW supports many grassroot community organisations across
New Zealand. The aim of our sponsorship involvement is to
support rural activities which promote excellence in farming and
ultimately help grow the country. Our preference is to sponsor
through an in-kind contribution such as the use of PGW vouchers,
marquee supply or the provision of people to help (e.g. judges).
PGW supports a large number of local A&P Shows, rural schools,
community groups, sports teams, golf clubs, dog trials, Lions
clubs, quiz evenings, and school pet and show days.
Dr Tom’s Walk the Talk Wellness Tour – With PGG Wrightson
We continue to support and promote Dr Tom Mulholland who
visits the regions doing health checks at agricultural events and
in stores which has been benefi cial for our teams, our customers,
and our communities. Dr Tom discusses the importance of
‘knowing your numbers’ when it comes to your health and
wellbeing and supporting farmers and growers in improving
theirs.
The Walk to Wellness Tour
The Walk for Wellness tour was organised by our Southern Team
and was a highlight in the southern region. The aim was to walk
the 457kms between all ten Southland stores and two Otago
stores, over a period of nine days at the end of January 2020. To
achieve this, approval was granted from fi ve local councils and
Transit New Zealand, and a stringent traffi c management plan
was implemented.
The more than 120 participants included the Rural Supplies team,
their families, staff from other business units, members of the
Christchurch corporate team, and customers who all battled heat,
wind and lots of rain! Dr Tom and his team were involved, both
walking and testing along the way.
Stephen Guerin, our CEO, joined the walkers for the last 5kms
en route to the Southern Field Days where the tour concluded.
PGW staff participate in Walk to Wellness
between all our Southland stores in
January 2020. Pilot vehicles in front and
behind walkers provided a safe walking
environment.
ANNUAL REPORT 2020 | 3130 | PGG WRIGHTSON LIMITED
TONNES OF PLASTIC
FROM FARMERS AND
GROWERS ANNUALLY
ASSISTING AGRECOVERY
BY COLLECTING OVER
500
OUR CERTIFIED
HANDLER POLICIES
FOR MANAGEMENT OF
HAZARDOUS CHEMICALS
Enhancing
PGG Wrightson’s purpose is ‘Helping grow the country’.
We are committed to protecting our natural environment
for future generations. This means balancing issues of
environmental, social, cultural, and economic sustainability
to make a valuable contribution to the future of our
country, our shareholders, our people, our communities, our
customers, and the rural business sectors we operate in.
Environmental, Social and
Governance Reporting
PGW has been part of rural New Zealand for more than 165
years and we take pride in our stewardship role alongside our
customers and stakeholders. Together we seek to ensure the
farming sector continues to prosper in a sustainable manner for
generations to come.
As an organisation, we are aware of the changing focus of
farming and the increasing pressure on the sector to operate in
an environmentally sustainable manner. Many of our activities
are designed to support more sustainable farming practices.
PGW’s overall strategy and framework for environmental and
social reporting is evolving and we have a range of initiatives to
assist in achieving that purpose.
Some of our initiatives across the three key areas of reporting
include:
Environmental
Of growing importance is the need to further understand and
evaluate PGW’s impact on the environment whilst ensuring we
maintain regulatory compliance wherever we operate. With
that in mind PGW’s Health, Safety and Environment Committee
(HSEC) approved our Environment Policy in October 2019,
following the addition of environmental management to the
scope of the HSEC Charter. The principal focus of the policy
is to manage environmental compliance and operational
risks, and to formalise PGW’s commitment to continuous
improvement of our practices and environmental impacts.
As an initial focus towards implementing our Environment
Policy, an Environment Compliance Management
Framework (ECMF) was established and a working group
was formed with representation from business operations,
technical teams, and project management by Group Safety,
Wellbeing and Environment. The working group’s focus is
to utilise the ECMF to develop a management system that
supports PGW’s business activities and ensure consistent
use and application across the business.
The working group has systematically identifi ed PGW’s
environmental compliance obligations and their
implications as they relate to our activities, services, and
potential impacts on the environment.
The next milestone for the ECMF working group will be to
complete a risk review of the environmental aspects and
impacts of all PGW operations.
The Retail & Water business has identifi ed Environmental
Management as a key strategic initiative for their business.
Last year numerous environmental and sustainability
projects came to fruition. These include:
• reviewing and preparing a submission on the Action
for Healthy Waterways package which introduces new
rules and regulations for New Zealand’s freshwater.
• informing farmers and growers of potential third party
grant assistance to help adopt specifi c environmentally
sustainable farming measures.
• undertaking a leading role regarding animal welfare in
winter cropping systems, with a senior member of the
Technical Team sitting on the Government led Winter
Grazing Action Group.
• senior members of the Technical Team advising industry
groups about the future sustainability of agrichemical
use in horticultural crops.
• working with multinational supplier companies to
develop and commercialise sustainability initiatives in
New Zealand.
Our Technical Team has a number of research programmes
underway in any given year to bring to the market fertiliser
and agrichemicals that off er sustainability benefi ts.
We enhanced our Chemical Handler practices for managing
hazardous chemicals by establishing key role responsibilities
and training requirements for confi rming our team
members have current Certifi ed Handler competency.
New PGW Group head
offi ce in the Christchurch
International Airport
campus.
PGW'S
ENVIRONMENT POLICY
WAS APPROVED IN
OCTOBER 2019
ANNUAL REPORT 2020 | 3332 | PGG WRIGHTSON LIMITED
ENVIRONMENTAL, SOCIAL AND
GOVERNANCE REPORTING
CONTINUED
We continue to work with suppliers of products to ensure
as many products as possible are sold in packages and
containers that can either be recycled or reused.
We provide ongoing support to the Agrecovery recycling
programme which helps our customers clear more waste.
This includes logistical support and we have Agrecovery
containers at some of our sites and we also work with
customers to ensure used containers are returned.
This product stewardship programme collects and
recycles more than 500 tonnes of plastic from farmers and
growers annually.
With compliance and product security becoming
increasingly important, the Retail & Water business has
commenced a recruitment process for a Quality Assurance
Coordinator role.
We continue to review and implement improved animal
welfare methods in our Livestock business, including
working closely with the Ministry for Primary Industries
and OSPRI to help develop industry policy, regulation, and
ensure compliance.
PGW Livestock continues to review saleyard effi ciency
and utilisation with an emphasis on improving the
management of effl uent. An external party has been
engaged to undertake further environmental audits of
the saleyards following a trial audit of Stratford in February
2020. The environmental audit will provide PGW Livestock
with an independent review recommending actions for
improvement.
bidr®, our online livestock trading platform, which was
launched in July 2019 reduces stress on animals and
farming’s environmental footprint by keeping livestock
on-farm until it is known where they need to go. Given
animals are transported directly between farms there is less
stock movement, resulting in increased effi ciencies and also
improved biosecurity benefi ts (see pages 24–25).
During November 2019 PGW’s corporate offi ce moved to
a new building in the Christchurch International Airport
campus. Benefi ts of the new building include double
glazing, motion sensor LED lights, an ecofl ow toilet system
which uses less water, and a heat exchanger on the
ventilation system has been used on the roof to capture
the energy in the air being expelled from the building.
Several electric vehicle chargers have been installed in the
car park, as electric vehicles have been introduced into our
pool car fl eet.
As part of our commitment to managing our environmental
impact at our corporate offi ce we are working with our
landlord to manage stormwater and protect the quality of
the receiving groundwater.
We progressed with our plans to continually improve our
retail store network though employing more energy effi cient
technologies, such as upgrading to LED lights to reduce
electricity consumption and our overall energy footprint.
We encourage our customers to receive statements and
invoices by email and for employees to reduce printing
internally.
Social
Safety and wellbeing are a key focus of our Board, our
executive team, and our people, with a number of new
initiatives implemented as outlined on pages 7– 8.
PGW has numerous human resources policies which
reference New Zealand employment and health and safety
legislation, supported by our Code of Conduct and our
core company values – accountability, leadership, integrity,
smarter and teamwork.
PGW proudly supports the rural communities in which
we operate with numerous community and sponsorship
arrangements, including a focus on community health
through our sponsorship of the Dr Tom's Walk the Talk
Wellness tour and associated events (see pages 26 –29).
In supply chain management, our contracts with suppliers
stipulate upon compliance with specifi ed social standards,
including for example, working conditions, ethical behaviour,
antibribery and a prohibition on child labour.
Governance
PGW applies good governance and risk management
procedures as outlined in the Governance section of this
annual report (see pages 84 –100).
$
CONSOLIDATED
FINANCIAL
STATEMENTS
FOR THE YEAR ENDED
30 JUNE 2020
KEY
FINANCIAL
DISCLOSURES
Harvest time at Creeside Farm
near Methven in Canterbury in
February 2020.
KEY FINANCIAL DISCLOSURES
PGG WRIGHTSON LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
For the year ended 30 June 2020
ANNUAL REPORT 2020 | 3534 | PGG WRIGHTSON LIMITED
PGG WRIGHTSON LIMITED
DIRECTORS’ RESPONSIBILITY STATEMENT
FOR THE YEAR ENDED 30 JUNE 2020
The Directors are responsible for ensuring that the consolidated financial statements give a true and fair view of the
financial position of the Group as at 30 June 2020 and the financial performance and cash flows for the year ended on
that date.
The Directors consider that the consolidated financial statements of the Group have been prepared using appropriate
accounting policies, consistently applied and supported by reasonable judgements and estimates and that all of the
relevant financial reporting and accounting standards have been followed.
The Directors believe that proper accounting records have been kept which enable, with reasonable accuracy, the
determination of the financial position of the Group and facilitate compliance of the consolidated financial statements
with the Financial Reporting Act 2013 and the Financial Markets Conduct Act 2013.
The Directors are pleased to present the consolidated financial statements for PGG Wrightson Limited and its
controlled entities (together the “Group”) set out on pages 35 to 79 for the year ended 30 June 2020.
The consolidated financial statements contained on pages 35 to 79 have been authorised for issue on 17 August 2020.
For and on behalf of the Board.
Rodger Finlay David Cushing
Chairman Director and Audit Committee Chairman
2020* 2019**
NOTE $000 $000
Continuing operations
Operating revenue 1 788,036 798,834
Cost of sales 2 (583,855) (579,280)
Gross profit 204,181 219,554
Other income 292 241
Employee expenses 6 (113,964) (123,137)
Other operating expenses 3 (45,327) (71,721)
Equity accounted earnings/(losses) of investees 8 (40)
Operating EBITDA 27(D) 45,190 24,897
Non–operating gains/(losses) 132 (2,170)
Impairment and fair value gains/(losses) 4 (807) (3,187)
Depreciation and amortisation expense (29,464) (9,333)
EBIT 27(D) 15,051 10,207
Net interest and finance costs 5 (5,032) (6,067)
Profit from continuing operations before income tax 10,019 4,140
Income tax benefit/(expense) 7 (2,886) 370
Profit from continuing operations, net of income tax 7,133 4,510
Discontinued operations
Results from discontinued operations, net of income tax (371) (6,985)
Gain on sale of discontinued operations, net of income tax 1,078 134,281
Profit/(loss) from discontinued operations, net of income tax 707 127,296
Net profit after tax
7,840 131,806
Profit attributable to:
Shareholders of the Company 7,840 131,123
Non-controlling interest – 683
Net profit after tax
7,840 131,806
Basic & diluted earnings per share (EPS)
2020 2019
$ $
Basic & diluted EPS on issued ordinary shares at the end of the period 8, 27(D) 0.104 0.174
Basic & diluted EPS on issued ordinary shares at the end of the period – continuing operations 8, 27(D) 0.094 0.006
Basic & diluted EPS on a weighted average basis 8 0.050 0.174
Basic & diluted EPS on a weighted average basis – continuing operations 8 0.045 0.006
* The Group adopted NZ IFRS 16 Leases from 1 July 2019 using the modified retrospective approach. Under this approach, the 2020
reporting period includes NZ IFRS 16 adjustments; however, the comparative period excludes such adjustments. Excluding NZ IFRS 16, the
Operating EBITDA and NPAT for the June 2020 period were $23.4 million and $9.8 million, respectively. Refer to page 37 for the impact of
the standard on the June 2020 profit or loss.
** The 2019 comparatives have been restated to present the Standardbred business as a discontinued operation and reclassifications. Refer to Note 26
Basis of Preparation.
The accompanying notes form an integral part of these consolidated financial statements.
KEY FINANCIAL DISCLOSURES
36 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 37
PGG WRIGHTSON LIMITED
CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME
For the year ended 30 June 2020
2020 2019
NOTE $000 $000
Net profit after tax 7,840 131,806
Other comprehensive income/(loss):
Continuing operations
Items that will never be reclassified to profit or loss
Changes in fair value of equity instruments – 21
Remeasurements of defined benefit liability 18 (3,942) (6,101)
Deferred tax on remeasurements of defined benefit liability 7 1,104 703
(2,838) (5,377)
Items that are or may be reclassified to profit or loss
Foreign currency translation differences for foreign operations – (884)
– (884)
Other comprehensive income/(loss) for continuing operations (2,838) (6,261)
Discontinued operations
Items that will never be reclassified to profit or loss
Changes in asset revaluation reserve – 403
Other comprehensive income/(loss) for discontinued operations – 403
Total other comprehensive income/(loss) for the period (2,838) (5,858)
Total comprehensive income for the period 5,002 125,948
Total comprehensive income/(loss) attributable to:
Shareholders of the Company 5,002 125,282
Non-controlling interest – 666
Total comprehensive income for the period 5,002 125,948
The accompanying notes form an integral part of these consolidated financial statements.
PGG WRIGHTSON LIMITED
IMPACT OF NZ IFRS 16 LEASES
For the year ended 30 June 2020
On 1 July 2019, the Group adopted NZ IFRS 16 Leases using the modified retrospective approach. The Group recognised right-of-use assets
($109.17 million) and a corresponding amount of lease liabilities ($106.63 million) and make good provisions ($2.54 million) as at 1 July 2019. The
transition to NZ IFRS 16 did not have an impact on retained earnings as at that date.
Under the modified retrospective approach, comparative information is not restated and continues to be reported under NZ IAS 17. Refer to Note
15 Right-of-Use Assets and Lease Liabilities for the change in accounting policy in respect of leases.
The impact of NZ IFRS 16 on the consolidated financial statements for the year ended 30 June 2020 is significant. The following tables show the
impact on the consolidated statement of profit or loss, consolidated statement of financial position and consolidated statement of cash flows.
These tables are intended to provide comparability to the prior year results.
A. Impact on the consolidated statement of profit or loss
2020
2020 EXCLUDING
INCLUDING NZ IFRS 16 NZ IFRS 16
NZ IFRS 16 IMPACT (NON-GAAP) 2019
$000 $000 $000 $000
Continuing operations
Operating revenue 788,036 – 788,036 798,834
Cost of sales (583,855) – (583,855) (579,280)
Gross profit 204,181 – 204,181 219,554
Other income 292 – 292 241
Employee expenses (113,964) – (113,964) (123,137)
Other operating expenses (45,327) (21,744) (67,071) (71,721)
Equity accounted earnings/(losses) of investees 8 – 8 (40)
Operating EBITDA 45,190 (21,744) 23,446 24,897
Non-operating gains/(losses) 132 (853) (721) (2,170)
Impairment and fair value gains/(losses) (807) 852 45 (3,187)
Depreciation and amortisation expense (29,464) 20,265 (9,199) (9,333)
EBIT 15,051 (1,480) 13,571 10,207
Net interest and finance income/(expense) (5,032) 4,183 (849) (6,067)
Profit/(loss) from continuing operations before income tax 10,019 2,703 12,722 4,140
Income tax benefit/(expense) (2,886) (756) (3,642) 370
Profit/(loss) from continuing operations, net of income tax 7,133 1,947 9,080 4,510
Discontinued operations
Profit/(loss) from discontinued operations, net of income tax 707 1 708 127,296
Net profit after tax 7,840 1,948 9,788 131,806
KEY FINANCIAL DISCLOSURES
38 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 39
B. Impact on the consolidated statement of financial position
2020
2020 EXCLUDING
INCLUDING NZ IFRS 16 NZ IFRS 16
NZ IFRS 16 IMPACT (NON-GAAP) 2019
$000 $000 $000 $000
Total current assets 280,212 – 280,212 495,292
Total non-current assets 179,241 (105,382) 73,859 70,262
Total assets 459,453 (105,382) 354,071 565,554
Total current liabilities 179,669 (16,049) 163,620 159,714
Total non-current liabilities 123,083 (91,281) 31,801 7,576
Total liabilities 302,751 (107,330) 195,421 167,290
Total equity as at 30 June 2020 156,702 1,948 158,650 398,264
C. Impact on the consolidated statement of cash flows
2020
2020 EXCLUDING
INCLUDING NZ IFRS 16 NZ IFRS 16
NZ IFRS 16 IMPACT (NON-GAAP) 2019
$000 $000 $000 $000
Net cash inflow/(outflow) from operating activities 34,227 (17,586) 16,641 (49,001)
Net cash inflow/(outflow) from investing activities (11,020) – (11,020) 379,280
Net cash inflow/(outflow) from financing activities (216,830) 17,586 (199,244) (130,714)
Total cash inflow/(outflow) (193,623) – (193,623) 199,565
PGG WRIGHTSON LIMITED
IMPACT OF NZ IFRS 16 LEASES CONTINUED
For the year ended 30 June 2020
PGG WRIGHTSON LIMITED
SEGMENT REPORT
For the year ended / as at 30 June 2020
A. Operating segments
The Group has two primary operating segments, Agency and Retail
& Water, which are the Group’s strategic divisions. These operating
segments operate within New Zealand.
The two operating segments offer different products and services,
and are managed separately because they require different skills,
technology and marketing strategies. Within each segment, further
business unit analysis may be provided to management where there
are significant differences in the nature of activities. The Chief Executive
Officer or Chairman of the Board reviews internal management reports
on each strategic business unit on at least a monthly basis.
The Group’s segments are described below:
– Agency: This segment derives its revenue primarily from
commissions in respect of rural Livestock, Wool, Insurance, Real
Estate and Finance transactions. This segment also derives revenue
from wool and velvet product sales, and interest revenue from its
Go receivables (refer to Note 12 Go Livestock Receivables for further
explanation regarding this programme).
– Retail & Water: This segment includes Rural Supplies and Fruitfed
Supplies retail operations, PGG Wrightson Water, PGW Consulting,
Agritrade, ancillary sales support and supply chain functions. This
segment derives its revenue primarily from the sale of goods as
well as the design, installation and servicing of irrigation solutions.
– Other: Other relates to certain Group Corporate activities
including Governance, Finance, Treasury, Risk and Assurance, HR,
IT, Marketing and other support services (including corporate
property services) and includes consolidation/elimination
adjustments. The Marketing function derives sales revenue from its
rewards and on-charging programmes.
– Discontinued operations: Relates to PGG Wrightson Seeds
Holdings Limited together with its subsidiaries and investments
in jointly controlled entities (formerly the Seed & Grain segment)
which was sold in May 2019; and PGW Rural Capital Limited
(PGWRC) which was established in 2012 to hold and recover
certain excluded loans related to the sale of the Group’s finance
subsidiary, PGG Wrightson Finance Limited. Also includes the
Standardbred business (previously included within Agency) which
was closed in January 2020.
Assets and liabilities allocated to each business unit combine to form
total assets and liabilities for the Agency and Retail & Water business
segments. Certain other assets and liabilities are held at a Corporate
level including those for the Corporate functions noted above. Similarly,
the profit/loss for each business unit combines to form total profit/
loss of the Agency and Retail & Water business segments. Certain other
revenues and expenses are recorded at the Corporate level for the
Corporate functions noted above.
Corporate costs allocation
The Group allocates certain corporate costs to an operating segment
where they can be directly attributed to that segment or using the
following methods:
– IT hardware, support, licence and other costs are allocated on a per
user basis.
– Property costs which are not directly attributable are allocated on a
property space utilisation basis.
– Business operations costs (Accounts Payable, Accounts Receivable,
Call Centre) are allocated based on FTE usage by each operating
segment or transactional volumes. Credit Services costs are
allocated to the operating segment to which overdue accounts
relate.
Other costs such as non-operating gains/losses, impairment and fair
value gains/losses, net interest and finance costs, income tax expense
and the results of discontinued operations are not fully allocated by the
Group across the operating segments. The Group Governance, Finance,
Treasury, Risk and Assurance and HR continue to be reported outside of
the operating segments.
B. Geographical segment
The Group operates within New Zealand only and its revenue is derived
primarily from New Zealand.
KEY FINANCIAL DISCLOSURES
40 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 41
C. Operating Segment Information
AGENCY RETAIL & WATER OTHER DISCONTINUED OPERATIONS TOTAL
2020* 2019** 2020* 2019** 2020* 2019** 2020* 2019** 2020* 2019**
$000 $000 $000 $000 $000 $000 $000 $000 $000 $000
Sales revenue 72,154 84,171 604,409 577,899 2,816 4,962 – – 679,379 667,032
Commission revenue 88,770 105,142 97 80 112 133 – – 88,979 105,355
Construction contract revenue – – 13,640 20,985 – – – – 13,640 20,985
Interest revenue on Go livestock receivables 4,258 3,900 – – – – – – 4,258 3,900
Debtor interest charges 659 629 962 781 159 152 – – 1,780 1,562
Total external operating revenues 165,841 193,842 619,108 599,745 3,087 5,247 – – 788,036 798,834
Operating EBITDA 15,706 15,865 34,729 19,296 (5,245) (10,264) – – 45,190 24,897
Non-operating gains/(losses) 78 96 31 1,318 23 (3,584) – – 132 (2,170)
Impairment and fair value gains/(losses) 243 (2,286) (1,425) – 375 (901) – – (807) (3,187)
Depreciation and amortisation expense (8,907) (1,682) (16,388) (4,922) (4,169) (2,729) – – (29,464) (9,333)
EBIT 7,120 11,993 16,947 15,692 (9,016) (17,478) – – 15,051 10,207
Net interest and finance costs (1,672) 1,460 (3,062) (357) (298) (7,170) – – (5,032) (6,067)
Profit/(loss) from continuing operations before income tax 5,448 13,453 13,885 15,335 (9,314) (24,648) – – 10,019 4,140
Income tax benefit/(expense) (1,686) (3,323) (3,707) (3,860) 2,507 7,553 – – (2,886) 370
Profit/(loss) from continuing operations, net of income tax 3,762 10,130 10,178 11,475 (6,807) (17,095) – – 7,133 4,510
Profit/(loss) from discontinued operations, net of income tax – – – – – – 707 127,296 707 127,296
Net profit/(loss) after tax 3,762 10,130 10,178 11,475 (6,807) (17,095) 707 127,296 7,840 131,806
Segment assets 184,714 168,661 241,827 154,299 32,872 239,066 – 1,202 459,413 563,228
Assets held for sale – – 40 218 – 2,108 – – 40 2,326
Total segment assets 184,714 168,661 241,867 154,517 32,872 241,174 – 1,202 459,453 565,554
Total segment liabilities (87,481) (81,876) (145,907) (66,373) (69,345) (19,041) (18) – (302,751) (167,290)
Capital expenditure 5,571 2,857 14,807 5,064 8,639 2,736 – 7,251 29,017 17,908
D. Impact of NZ IFRS 16
AGENCY RETAIL & WATER OTHER DISCONTINUED OPERATIONS TOTAL
2020* 2019** 2020* 2019** 2020* 2019** 2020* 2019** 2020* 2019**
$000 $000 $000 $000 $000 $000 $000 $000 $000 $000
Operating EBITDA including NZ IFRS 16 15,706 15,865 34,729 19,296 (5,245) (10,264) – – 45,190 24,897
Less NZ IFRS16 adjustments:
Other operating expenses 7,300 – 12,773 – 1,671 – – – 21,744 –
Operating EBITDA excluding NZ IFRS 16 8,406 15,865 21,956 19,296 (6,916) (10,264) – – 23,446 24,897
NZ IFRS 16 impact on the consolidated statement of financial position
Segment assets 25,111 – 71,230 – 9,041 – – – 105,382 –
Segment liabilities (25,565) – (72,322) – (9,443) – – – (107,330) –
Capital expenditure 4,175 – 7,835 – 5,132 – – – 17,142 –
* The Group adopted NZ IFRS 16 Leases from 1 July 2019 using the modified retrospective approach. The 2020 reporting period includes NZ IFRS 16
adjustments; however, the comparative period excludes such adjustments.
** The comparative period has been restated to reflect the transfer of Marketing, IT and HR functions, which were previously included within Agency and
Retail & Water segments, to Group Corporate during the period. The comparative period has also been restated to reflect the reclassification of the
Standardbred division, which was previously included within Agency, to Discontinued Operations during the period.
PGG WRIGHTSON LIMITED
SEGMENT REPORT CONTINUED
For the year ended / as at 30 June 2020
KEY FINANCIAL DISCLOSURES
42 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 43
PGG WRIGHTSON LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2020
2020 2019
NOTE $000 $000
Cash flows from operating activities
Cash was provided from:
Receipts from customers 809,733 1,216,387
Dividends received 17 2
Interest received 6,622 6,399
816,372 1,222,788
Cash was applied to:
Payments to suppliers and employees (772,069) (1,238,239)
Lump sum contributions to defined benefit plans (ESCT inclusive) – (10,274)
Interest paid (923) (8,322)
Interest paid on lease liabilities (4,185) –
Income tax paid (4,968) (14,954)
(782,145) (1,271,789)
Net cash inflow/(outflow) from operating activities 34,227 (49,001)
Cash flows from investing activities
Cash was provided from:
Proceeds from sale of property, plant and equipment and assets held for sale 855 624
Cash acquired on purchase of investments – 1,523
Proceeds from sale of investments – 425,851
855 427,998
Cash was applied to:
Purchase of property, plant and equipment (5,419) (11,571)
Purchase of intangibles (6,456) (4,934)
Investment sale costs – (6,799)
Cash disposed on sale of investments – (25,414)
(11,875) (48,718)
Net cash inflow/(outflow) from investing activities (11,020) 379,280
Cash flows from financing activities
Cash was provided from:
Increase in external borrowings and bank overdraft 47,320 –
47,320 –
Cash was applied to:
Share repurchase and cancellation (234,000) (6)
Dividends paid to shareholders (12,564) (15,267)
Dividends paid to minority interests – (1,189)
Repayment of external borrowings and bank overdraft – (114,252)
Repayment of principal portion of lease liabilities (17,586) –
(264,150) (130,714)
Net cash inflow/(outflow) from financing activities (216,830) (130,714)
Net increase/(decrease) in cash held (193,623) 199,565
Opening cash 210,491 10,926
Cash and cash equivalents 9 16,868 210,491
The accompanying notes form an integral part of these consolidated financial statements.
PGG WRIGHTSON LIMITED
RECONCILIATION OF PROFIT AFTER TAX
WITH NET CASH FLOW FROM OPERATING ACTIVITIES
For the year ended 30 June 2020
2020 2019
$000 $000
Net profit after tax 7,840 131,806
Add/(deduct) non-cash/non-operating items:
Depreciation and amortisation 29,503 13,891
Impairment and fair value losses 807 4,079
Bad debts written off (net) 489 2,519
Loss/(profit) on sale of assets/investments (1,259) (134,218)
Loss/(profit) from equity accounted investees (8) 6,412
Foreign exchange loss/(gain) 135 (5,879)
Deferred tax expense/(benefit) 788 2,111
Defined benefit expense/(gain) 13 (817)
Pension contributions not expensed through profit or loss – (10,274)
Other non-cash/non-operating items (302) (2,357)
38,006 7,273
Add/(deduct) movement in working capital items:
Change in working capital due to sale/purchase of businesses – (199,376)
Change in inventories (1,110) 176,575
Change in accounts receivable and prepayments 22,825 85,936
Change in trade creditors, provisions and accruals (22,222) (112,759)
Change in income tax payable/receivable (3,661) (4,997)
Change in other current assets/liabilities 389 (1,653)
(3,779) (56,274)
Net cash flow from operating activities 34,227 (49,001)
Cash Flows Accounting Policies
In the statement of cash flows, cash receipts and payments on behalf of customers which reflect the activities of the customer rather than
those of the Group are reported on a net basis.
KEY FINANCIAL DISCLOSURES
ANNUAL REPORT 2020 | 4544 | PGG WRIGHTSON LIMITED
PGG WRIGHTSON LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2020
2020 2019
NOTE $000 $000
ASSETS
Current
Cash and cash equivalents 9 16,868 210,491
Short-term derivative assets 10 707 614
Trade and other receivables 11 122,946 145,881
Go livestock receivables 12 48,111 47,754
Income tax receivable 2,369 –
Inventories 13 87,111 85,969
Intangible assets 14 2,056 2,222
Assets classified as held for sale 40 2,326
Other current assets 4 35
Total current assets 280,212 495,292
Non-current
Long-term derivative assets 10 235 387
Deferred tax asset 7 10,292 9,976
Investments in equity accounted investees 79 71
Other investments 471 470
Intangible assets 14 17,180 14,644
Right-of-use assets 15 104,625 –
Property, plant and equipment 16 46,330 44,702
Other non-current assets 29 12
Total non-current assets 179,241 70,262
Total assets
459,453 565,554
LIABILITIES
Current
Debt due within one year 9 30,000 2,680
Short-term derivative liabilities 10 562 280
Accounts payable and accruals 17 132,601 155,903
Short-term lease liabilities 15 16,506 –
Income tax payable – 851
Total current liabilities 179,669 159,714
Non-current
Long-term debt 9 20,000 –
Long-term derivative liabilities 10 45 62
Long-term lease liabilities 15 90,398 –
Long-term provisions 17 2,802 1,631
Defined benefit liability 18 9,838 5,883
Total non-current liabilities 123,083 7,576
Total liabilities
302,751 167,290
EQUITY
Share capital 28 372,318 606,318
Reserves 28 7,586 10,424
Retained earnings 28 (223,202) (218,478)
Total equity 156,702 398,264
Total liabilities and equity
459,453 565,554
The accompanying notes form an integral part of these consolidated financial statements.
ADDITIONAL
FINANCIAL
DISCLOSURES
INCLUDING NOTES TO
THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
30 JUNE 2020
$
Hereford cattle at Beaumont Station
near Millers Flat in Central Otago in
July 2020.
46 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 47
PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2020
ADDITIONAL FINANCIAL DISCLOSURES
1 OPERATING REVENUE
2020 2019
$000 $000
Revenue from contracts with customers
Sales revenue 679,379 667,032
Commission revenue 88,979 105,355
Construction contract revenue 13,640 20,985
Other operating revenue
Interest revenue on Go livestock receivables 4,258 3,900
Debtor interest charges 1,780 1,562
788,036 798,834
Income Recognition Accounting Policies
The Group adopted NZ IFRS 15 Revenue from Contracts with Customers from 1 July 2018. Revenue is recognised to the extent that it is
probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition
criteria must also be met before revenue is recognised.
Sales revenue
Sales revenue comprises the sale value of transactions where the Group acts as a principal; for example, retail store sales, and sales of wool
and velvet products. Revenue is measured at the transaction price when control is transferred to which an entity expects to be entitled
in exchange for transferring goods or services to a customer. For sale of goods, the transfer of control occurs when the risks and rewards,
physical possession and the legal title of the goods have been transferred and accepted by the customer and the customer has a present
obligation to make the payment.
Our customers may be entitled to discounts/rebates for certain items and/or volumes purchased, under varying categories. These
discounts/rebates are defined as variable consideration and are included in the transaction price as a component of operating revenue
upon the completion of our performance obligations. These discounts/rebates are contractual in nature and known at balance date,
therefore no assumptions or estimates are required.
The Group offers a range of payment terms, and in some cases can be up to 12 months. The Group does not recognise a financing element
for contracts with terms of 12 months or less.
When part of the Group’s performance obligation in selling its products is to arrange freight and/or insurance, the Group is considered to be
acting as an agent and these costs are recognised net against freight recoveries.
The Group offers warranties and returns as required by New Zealand law and/or per the terms and conditions of the contracts with
customers. The Group recognises the obligations under these warranties as a provision.
Commission revenue
Commission revenue comprises commission for transactions where the Group acts as an agent. For agency commissions, the Group
does not take inventory risk or title for inventories, or for the Group’s Livestock and Real Estate businesses, biological assets and properties
respectively. The Group generates commissions from acting as an agent for organising the sale of livestock or real estate, and from the
successful referral of clients to unrelated lending and insurance partners.
Revenue is recognised at a point in time upon completion of service.
Construction contract revenue
Construction services are provided to customers in the Water business to construct pivots and irrigation systems. Most contracts contain a
single performance obligation. The size and duration of the contracts can vary significantly, and customers are invoiced as work progresses.
Most contracts are completed within 12 months; therefore, the unearned revenue on these contracts has not been disclosed.
The Group accounts for revenue over time, which best depicts the pattern of transfer of the construction services to the customer. The
Group uses an input method to recognise revenue based on a percentage of cost completed. This method involves judgements relating to
a contract’s expected margin and its stage of completion.
Interest and similar income and expense
The Group recognises the fixed fees charged to customers under its Go programme as interest revenue. Refer to Note 12 Go Livestock
Receivables for further explanation regarding this programme. This interest revenue is recognised over the term of the Go contracts.
The Group also recognises interest revenue and establishment fees on an accruals basis when the services are rendered using the
effective interest method. Refer to the accounting policies under Note 5 Net Interest and Finance Costs for further explanation on
the effective interest method.
2 COST OF SALES
2020 2019
NOTE $000 $000
Depreciation and amortisation 181 182
Employee benefits including commissions 23,953 30,754
Inventories, finished goods, work in progress, raw materials and consumables 13 534,366 534,811
Other 25,355 13,533
583,855 579,280
3 OTHER OPERATING EXPENSES
2020 2019
$000 $000
Audit of annual consolidated financial statements of the Company by KPMG 3(A) 190 290
Regulatory and other assurance services provided by KPMG 11 14
Directors’ fees 611 718
Donations 1 1
Increase/(decrease) in provision for impaired debtors 343 1,305
Net bad debts written off/(recovered) 147 298
IT & telecommunication costs 11,641 9,721
Marketing 3,818 4,037
Motor vehicle costs 5,804 6,575
Travel costs 3,044 4,105
Rental and operating lease costs 279 21,869
Occupancy costs (excluding rental and operating lease) 5,542 5,022
Other staff costs 6,558 7,535
Other expenses 7,338 10,231
45,327 71,721
A. Audit fees
In FY19, the Group paid additional fees of $0.34 million to KPMG which were disclosed separately within the results of discontinued operations.
These additional fees were for the audit of PGG Wrightson Seeds Holdings Limited’s balance sheets as part of the sale of the Seed & Grain segment,
and for the audit of annual consolidated financial statements of the subsidiaries and equity accounted investees within the Seed & Grain segment.
4 IMPAIRMENT AND FAIR VALUE GAINS/(LOSSES)
2020 2019
$000 $000
Net impairment reversal/(impairment) – Property, plant and equipment 4(A) 253 (2,260)
Net impairment reversal/(impairment) – Right-of-use assets 4(B) (852) –
Fair value gains/(losses) – Assets held for sale 16(A) (198) (181)
Impairment – Investment in equity accounted investee – (720)
Fair value gains/(losses) – Biological assets (10) (26)
(807) (3,187)
PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 June 2020
ADDITIONAL FINANCIAL DISCLOSURES
4 IMPAIRMENT AND FAIR VALUE GAINS/(LOSSES) (CONTINUED)
A. Saleyards
During the year, the Group reviewed the status of each saleyard as strategic or non-strategic, and tested them for impairment. The Group
recognised impairments of $0.41 million on two saleyards which management no longer considers strategic. The Group also reversed $0.66 million
of previously recognised impairment losses on five saleyards based on updated valuations. The net impairment reversal recognised in the profit or
loss is $0.25 million.
B. Right-of-use assets
The Group reviewed its right-of-use assets for indicators of impairment and has recognised an impairment of $2.25 million in respect of three
leased properties. Most of the impairment relates to the Water business following the Group’s decision to restructure that business. The Group also
recorded an impairment reversal of $1.40 million on a leased property previously treated as an onerous lease, as there is no longer an indication
that site is impaired. The net impairment loss recognised in the profit or loss is $0.85 million.
Impairment Accounting Policies
The carrying value of the Group’s assets are reviewed at each reporting date to determine whether there is any objective evidence of
impairment. An impairment loss is recognised whenever the carrying amount exceeds its recoverable amount. Impairment losses directly
reduce the carrying value of assets and are recognised in profit or loss unless the asset is carried at a revalued amount in accordance with
another standard.
Non-financial assets
The carrying amounts of the Group’s non-financial assets (other than biological assets, inventories and deferred tax assets) are reviewed at
each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the recoverable amount
of the asset or the cash-generating unit (CGU) to which the asset relates is estimated. A CGU is the smallest identifiable asset group that
generates cash flows that are largely independent from other assets and groups.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the
estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the
time value of money and the risks specific to the asset or CGU.
An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are
recognised in profit or loss.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have
been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
5 NET INTEREST AND FINANCE COSTS
2020 2019
$000 $000
Interest income 579 771
Interest funding expense
Bank interest on loans and overdrafts (923) (4,928)
Other interest expense – (312)
Bank facility fees (683) (1,885)
(1,606) (7,125)
Net interest on interest rate derivatives – (761)
Fair value gain/(loss) on interest rate derivatives – 535
Effective interest on defined benefit pension ESCT payments – (299)
(1,606) (7,650)
Net interest income/(expense) excluding interest on lease liabilities (1,027) (6,879)
Interest on lease liabilities (4,183) –
Foreign exchange income/(expense)
Net gain/(loss) on foreign denominated items 502 (423)
Fair value gain/(loss) on foreign exchange derivatives (324) 1,235
178 812
Net interest and finance income/(expense) (5,032) (6,067)
Interest and Finance Income/Expense Accounting Policies
Interest and similar income and expense
For all financial instruments measured at amortised cost, interest income or expense is recorded at the effective interest rate, which is the
rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument or a shorter
period, where appropriate, to the net carrying amount of the financial asset or financial liability. The calculation takes into account all
contractual terms of the financial instrument (for example, prepayment options) and includes any fees or incremental costs that are directly
attributable to the instrument and are an integral part of the effective interest rate, but not future credit losses. Once the recorded value of a
financial asset or a group of similar financial assets has been reduced due to an impairment loss, interest income continues to be recognised
using the original effective interest rate applied to the new carrying amount.
Fair value change on foreign exchange derivatives
The Group undertakes transactions denominated in foreign currencies and exposure to movements in foreign currency arises from these
activities. The Group uses forward, spot foreign exchange contracts and foreign exchange options to manage these exposures. These
derivatives are recorded at their fair value with mark-to-market fair value movements flowing through fair value change on foreign
exchange derivatives in the profit or loss. A portion of the underlying hedged future sale or purchase transactions have not yet been
recognised by the Group. For this portion, no corresponding offsetting net gain/(loss) on foreign denominated items has been recognised.
48 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 49
Refer to
Accounting
Policies
– page 52.
Refer to
Accounting
Policies
– page 52.
PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 June 2020
ADDITIONAL FINANCIAL DISCLOSURES
6 GOVERNMENT GRANT
COVID-19 wage subsidy
On 11 March 2020, the World Health Organisation declared the outbreak of Coronavirus ("COVID-19") a pandemic. The Group's financial
performance for 2020 has been significantly impacted by COVID-19. Whilst the Group's retail stores and warehouse supplies facilities continued
operating as an "essential service" during all of New Zealand's alert levels, the Group's Water, Wool, Real Estate and Livestock saleyard businesses
were closed at alert level 4 and only reopened under alert level 3 following strict protocols.
The Group received $4.11 million under the Government’s COVID-19 wage subsidy scheme which is aimed at supporting employers affected by
the COVID-19 lockdown to continue to employ staff. $3.15 million of this subsidy has been recognised in the profit or loss within the Employee
Expenses line, with the remaining $0.96 million being recognised as deferred income on the balance sheet as at balance date. There are no
unfulfilled conditions or other contingencies attaching to these grants.
The Group did not benefit directly from any other forms of government assistance during the year.
Government Grant Accounting Policies
Government grants are recognised when there is reasonable assurance that the entity will comply with the conditions attaching to them
and the grants will be received. Government grants relating to costs are recognised in profit or loss on a systematic basis over the periods in
which the entity recognises as expenses the related costs for which the grants are intended to compensate.
7 INCOME TAXES
A. Income tax recognised in profit or loss
2020 2019
$000 $000
Current tax benefit/(expense)
Current year (2,201) 1,982
Adjustments for prior years 103 612
(2,098) 2,594
Deferred tax benefit/(expense)
Origination and reversal of temporary differences (973) (2,559)
Adjustments for prior years 185 335
(788) (2,224)
Income tax benefit/(expense) (2,886) 370
Reconciliation
Profit from continuing operations before income tax 10,019 4,140
Income tax using the Company’s domestic tax rate (28%) (2,805) (1,159)
Non-deductible expenditure (792) (625)
Tax exempt income 481 260
Defined benefit scheme contributions – 777
Tax credits 109 170
Over/(under) provided in prior years 288 947
Other (167) –
Income tax benefit/(expense) (2,886) 370
7 INCOME TAXES CONTINUED
B. Income tax recognised directly in equity
2020 2019
$000 $000
Deferred tax on movement of actuarial gains/losses on employee benefit plans 1,104 703
Deferred tax on transition adjustment upon adoption of NZ IFRS 9 – 126
Income tax benefit/(expense) recognised directly in equity 1,104 829
C. Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
ASSETS ASSETS LIABILITIES LIABILITIES NET NET
2020 2019 2020 2019 2020 2019
$000 $000 $000 $000 $000 $000
Property, plant and equipment 616 818 – – 616 818
Intangible assets – – (1,549) (759) (1,549) (759)
Right-of-use assets – – (29,350) – (29,350) –
Lease liabilities 29,987 – – – 29,987 –
Employee benefits 6,361 6,294 – – 6,361 6,294
Provisions 4,227 3,623 – – 4,227 3,623
Deferred tax asset/(liability) 41,191 10,735 (30,899) (759) 10,292 9,976
RECOGNISED RECOGNISED IN RECOGNISED IN
IN PROFIT IN PROFIT OTHER RECOGNISED ACQUISITION /
BALANCE OR LOSS OR LOSS COMPREHENSIVE IN RETAINED SALE OF BALANCE
1 JUL 2019 (CONTINUING) (DISCONTINUED) INCOME EARNINGS SUBSIDIARIES 30 JUN 2020
$000 $000 $000 $000 $000 $000 $000
Property, plant 818 (202) – – – – 616
and equipment
Intangible assets (759) (790) – – – – (1,549)
Right-of-use assets – (29,350) – – – – (29,350)
Lease liabilities – 29,987 – – – – 29,987
Employee benefits 6,294 (1,037) – 1,104 – – 6,361
Provisions 3,623 604 – – – – 4,227
9,976 (788) – 1,104 – – 10,292
RECOGNISED RECOGNISED IN RECOGNISED IN
IN PROFIT IN PROFIT OTHER RECOGNISED ACQUISITION /
BALANCE OR LOSS OR LOSS COMPREHENSIVE IN RETAINED SALE OF BALANCE
1 JUL 2018 (CONTINUING) (DISCONTINUED) INCOME EARNINGS SUBSIDIARIES 30 JUN 2019
$000 $000 $000 $000 $000 $000 $000
Property, plant (162) 1,175 (983) – – 788 818
and equipment
Intangible assets (97) (524) 2,600 – – (2,738) (759)
Employee benefits 10,689 (3,973) (329) 703 – (796) 6,294
Provisions 4,878 1,098 (2,582) – 126 103 3,623
Other items 951 – – – – (951) –
16,259 (2,224) (1,294) 703 126 (3,594) 9,976
50 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 51
PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 June 2020
ADDITIONAL FINANCIAL DISCLOSURES
7 INCOME TAXES CONTINUED
D. Unrecognised tax losses and temporary differences
At 30 June 2020, the Group has no unrecognised deferred tax assets relating to tax losses and temporary differences (2019: Nil).
E. Imputation credits
The Group has $8.8 million imputation credits as at 30 June 2020 (2019: $7.1 million).
Income Tax Accounting Policies
Income tax expense comprises current and deferred taxation and is recognised in profit or loss except to the extent that it relates to items
recognised directly in other comprehensive income or equity, in which case it is recognised directly in other comprehensive income or
equity.
Current tax
Current tax is the expected tax payable on the taxable income for the year, calculated using tax rates enacted or substantively enacted at
the reporting date. Current tax includes any adjustment to tax payable with respect to previous periods. Current tax assets and liabilities are
offset only if certain criteria are met.
Deferred tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to the
temporary differences when they reverse, based on the laws that have been enacted or substantially enacted at the reporting date.
Deferred tax is not recognised for:
– taxable temporary differences arising on the initial recognition of goodwill;
– temporary differences relating to subsidiaries, associates and jointly controlled entities to the extent that the Group is able to control the
timing of the reversal of the temporary differences and it is probable they will not reverse in the foreseeable future;
– temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects
neither accounting nor taxable profit or loss.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which temporary
differences can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer
probable that the related tax benefit will be recognised.
Deferred tax assets and liabilities are offset only if certain criteria are met.
8 EARNINGS PER SHARE AND NET TANGIBLE ASSETS
A. Earnings per share (EPS)
The calculation of EPS, as disclosed in the consolidated statement of profit or loss, is based on the following profit figures and number of
authorised shares.
WEIGHTED AVERAGE
ISSUED ORDINARY SHARES NUMBER OF ORDINARY SHARES
2020 2019 2020 2019
000 000 000 000
Issued ordinary shares at 1 July 754,839 754,849 754,839 754,849
Ordinary shares issued due to 2:1 share split 754,839 – 663,845 –
Ordinary shares repurchased and cancelled (754,839) (10) (663,845) (5)
Ordinary shares reduced due to 1:10 share consolidation (679,355) – (597,460) –
Balance at 30 June 75,484 754,839 157,379 754,844
There are no dilutive shares or options (2019: Nil).
2020 2019
$000 $000
Profit (net of tax) attributable to Shareholders of the Company 7,840 131,123
Profit from continuing operations (net of tax) attributable to Shareholders of the Company 7,133 4,510
B. Net tangible assets (NTA)
The calculation of NTA per share is based on the following NTA figure and the Company’s issued ordinary shares at the end of the period.
2020 2019
$000 $000
Total assets 459,453 565,554
Total liabilities (302,751) (167,290)
less intangible assets (19,236) (16,866)
less deferred tax (10,292) (9,976)
Net tangible assets 127,174 371,422
2020 2019
$ $
Basic & diluted EPS on issued ordinary shares at the end of the period 0.104 0.174
Basic & diluted EPS on issued ordinary shares at the end of the period – continuing operations 0.094 0.006
Basic & diluted EPS on a weighted average basis 0.050 0.174
Basic & diluted EPS on a weighted average basis – continuing operations 0.045 0.006
NTA per issued ordinary shares at the end of period 1.685 0.492
Earnings Per Share Accounting Policies
The Group presents basic and diluted EPS data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to
shareholders by the weighted average number of shares outstanding during the period. Diluted EPS is determined by adjusting the profit or
loss attributable to shareholders and the number of shares outstanding to include the effects of all potential dilutive shares.
52 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 53
PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 June 2020
ADDITIONAL FINANCIAL DISCLOSURES
9 CASH AND FINANCING FACILITIES
2020 2019
$000 $000
Cash and cash equivalents 16,868 210,491
Current financing facilities (30,000) (2,680)
Term financing facilities (20,000) –
Net interest-bearing (debt)/cash and cash equivalents (33,132) 207,811
Go livestock receivables 12 48,111 47,754
Net interest-bearing (debt) / cash and cash equivalents
after adjusting for Go livestock receivables 14,979 255,565
Financing facilities
On 2 July 2019, the Company entered into a new syndicated bank facility which provides the following:
– Term debt facility of $50.00 million maturing on 1 August 2021
– Working capital facilities of up to $70.00 million maturing on 1 August 2021 (subject to an annual Clean Down)
The syndicated facilities fund the general corporate activities of the Group, the seasonal fluctuations in working capital, and the Go livestock
receivables.
The Company has granted a general security deed and mortgage over all its wholly-owned New Zealand assets to a security trust. Bank of New
Zealand acts as facility agent and security trustee for the banking syndicate, which comprises Bank of New Zealand, Cooperatieve Rabobank U.A.
(New Zealand branch) and Westpac New Zealand Limited. The agreement contains various financial covenants and restrictions that are standard
for facilities of this nature, including maximum permissible ratios for debt leverage and operating leverage, together with limits for Go receivables,
capital expenditure and asset disposals.
The syndicated facility agreement allows the Group, subject to certain conditions, to enter into additional facilities outside of the Company’s
syndicated facility. The additional facilities are guaranteed by the security trust. These facilities amounted to $6.58 million as at 30 June 2020 (2019:
$9.58 million).
– Overdraft facilities of $3.00 million
– Guarantee, letters of credit and trade finance facility of $3.58 million
10 DERIVATIVE FINANCIAL INSTRUMENTS
The Group uses forward foreign exchange contracts, spot foreign exchange contracts and foreign exchange options to manage its exposure to
foreign currency fluctuations. The Group may also use interest rate swaps and options to hedge its exposure to changes in the market rates of
variable and fixed interest rates. In accordance with the Group’s treasury policy, the Group does not hold these derivative instruments for trading
purposes. The Group does not currently apply hedge accounting.
Where the Group enters into derivative transactions, these agreements do not meet the criteria for offsetting in the consolidated statement of
financial position. Amounts in the consolidated statement of financial position are the gross amounts.
2020 2019
$000 $000
Derivative assets held for risk management
Current 707 614
Non-current 235 387
942 1,001
Derivative liabilities held for risk management
Current (562) (280)
Non-current (45) (62)
(607) (342)
Net derivative asset/(liability) held for risk management 335 659
Derivative Financial Instruments Accounting Policies
Derivative financial instruments are recognised initially at fair value and transaction costs are expensed immediately. Subsequent to initial
recognition, derivative financial instruments are stated at fair value, and changes therein are generally recognised in profit or loss.
The fair value of forward exchange contracts is based on broker quotes, if available. If broker quotes are not available, then fair value is
estimated by discounting the difference between the contractual forward price and the current forward price at the reporting date for the
residual maturity of the contract using a risk-free interest rate based on government bonds.
54 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 55
PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 June 2020
ADDITIONAL FINANCIAL DISCLOSURES
11 TRADE AND OTHER RECEIVABLES
2020 2019
$000 $000
Accounts receivable due from unrelated parties 108,547 136,798
Accounts receivable due from related parties 49 40
Gross accounts receivable 108,596 136,838
less Provision for impaired debtors (4,025) (4,635)
Net accounts receivable 104,571 132,203
Other receivables 16,410 11,373
Prepayments 1,965 2,305
Trade and other receivables 122,946 145,881
Analysis of movements in provision for impaired debtors
Balance at beginning of year (4,635) (6,887)
Movement in provision 610 (2,025)
Increase in provision upon adoption of NZ IFRS 9 – (450)
Increase in provision due to acquisition of subsidiary – (4,956)
Reduction in provision due to sale of Seed & Grain – 9,683
Balance at end of year
(4,025) (4,635)
The aging status of the accounts receivable at the reporting date is as follows:
TOTA L TOTA L
DEBTORS PROVISION DEBTORS PROVISION
2020 2020 2019 2019
$000 $000 $000 $000
Not past due 99,860 (705) 125,625 (1,403)
Past due 1– 30 days 4,297 (311) 6,474 (41)
Past due 31 – 60 days 930 (204) 978 (20)
Past due 61 – 90 days 314 (157) 1,523 (987)
Past due 90 plus days 3,195 (2,648) 2,238 (2,184)
108,596 (4,025) 136,838 (4,635)
Trade and Other Receivables Accounting Policies
Recognition and measurement
A trade receivable without a significant financing component is initially measured at the transaction price and classified as financial assets
measured at amortised cost. Accounts receivables include accrued interest.
Impairment
Specific provisions are maintained to cover identified impaired debtors. Judgement is required in determining the impairment provision.
The Group recognises loss allowances on expected credit loss (ECL) on trade receivables. The Group measures loss allowances for trade
receivables at an amount equal to lifetime ECL. The ECL is a probability-weighted estimate of credit losses (i.e. present value of all cash
shortfalls). The ECL is discounted at the effective interest rate of the financial asset, although receivables with short duration are not
discounted.
When estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost and
effort. This includes both qualitative and quantitative information and analysis, based on the Group’s historical experience and informed
credit assessment, that includes forward-looking information. The Group assumes that the credit risk has increased significantly if it is more
than 60 days past due. The Group considers a financial asset to be in default when when the debtor is unlikely to pay its credit obligations to
the Group in full, without recourse by the Group to actions such as realising security (if any is held).
On a monthly basis, the Group via its Credit Committee assesses whether trade receivables are credit-impaired. All individual instruments
that are considered significant are subject to this approach. A financial asset is credit-impaired when one or more events that have a
detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired
includes observable data such as significant financial difficulty of the debtor.
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets. The gross
carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its
entirety or a portion thereof.
12 GO LIVESTOCK RECEIVABLES
The Group holds receivables in respect of its Go range of livestock products. The Go range allows farmers to defer payment for the purchase
of livestock. The counterparty to the Go product is fully exposed to the risks and rewards of ownership. To mitigate credit risk, the Group
retains title to the livestock until sale. Fee income received in respect of the Go range of livestock receivables is recognised by the Group
as interest income over the respective contract period and is included within operating revenue of the Agency operating segment
(refer to Note 1 Operating Revenue).
2020 2019
$000 $000
Go livestock receivables – less than one year 48,111 47,754
Go livestock receivables – greater than one year – –
less Provision for impairment – Go livestock receivables – –
48,111 47,754
The status of the Go livestock receivables at the reporting date is as follows:
Not past due 48,111 47,754
Past due – –
48,111 47,754
Included within Trade and Other Receivables is accrued interest of $1.69 million (2019: $1.64 million).
13 INVENTORY
2020 2019
$000 $000
Merchandise 68,639 67,892
Work in progress & finished goods 21,732 20,686
less provision for inventory write down (3,260) (2,609)
87,111 85,969
During the year ended 30 June 2020, inventories of $534.37 million (2019: $534.81 million) are included in cost of sales in the profit or loss (refer
to Note 2 Cost of Sales). Included within this amount are write-down of inventories of $1.93 million (2019: $1.75 million) to net realisable value and
reversals of write-down of $0.09 million (2019: $0.45 million).
Inventories Accounting Policies
Raw materials and finished goods are stated at the lower of cost or net realisable value. Cost is determined on a weighted average cost
basis. In the case of manufactured goods, cost includes direct materials, labour and production overheads. Judgement is required in
determining the net realisable value for inventories.
56 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 57
PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 June 2020
ADDITIONAL FINANCIAL DISCLOSURES
14 INTANGIBLE ASSETS
TRADEMARKS,
SOFTWARE PATENTS & RIGHTS GOODWILL TOTAL
$000 $000 $000 $000
Cost
Balance at 1 July 2018 29,015 3,194 – 32,209
Additions 7,442 131 – 7,573
Added as part of a business combination/amalgamation – – 13,741 13,741
Disposals and reclassifications (2,531) – – (2,531)
Disposed as part of a business disposal (4,983) (1,479) (13,741) (20,203)
Effect of movement in exchange rates (67) (28) – (95)
Balance at 30 June 2019 28,876 1,818 – 30,694
Balance at 1 July 2019 28,876 1,818 – 30,694
Additions 9,914 98 – 10,012
Disposals and reclassifications (3,573) – – (3,573)
Balance at 30 June 2020 35,217 1,916 – 37,133
Amortisation and impairment losses
Balance at 1 July 2018 14,768 1,783 – 16,551
Amortisation for the year 4,978 23 – 5,001
Impairment – – 1,190 1,190
Disposals and reclassifications (2,647) – – (2,647)
Disposed as part of a business disposal (4,562) (493) (1,190) (6,245)
Effect of movement in exchange rates (8) (14) – (22)
Balance at 30 June 2019 12,529 1,299 – 13,828
Balance at 1 July 2019 12,529 1,299 – 13,828
Amortisation for the year 3,994 92 – 4,086
Disposals and reclassifications (17) – – (17)
Balance at 30 June 2020 16,506 1,391 – 17,897
Carrying amounts
At 1 July 2018 14,247 1,411 – 15,658
At 30 June 2019 16,347 519 – 16,866
At 30 June 2020 18,711 525 – 19,236
Intangible Assets Accounting Policies
Software
Software is a finite life intangible and is recorded at cost less accumulated amortisation and impairment. Amortisation is charged on a
straight line basis over an estimated useful life between 1 and 15 years. The estimated useful life and amortisation method is reviewed at the
end of each annual reporting period and adjusted if appropriate.
Rights
Manufacturing and production rights are finite life intangibles and are recorded at cost less accumulated amortisation and impairment.
Amortisation is charged on a straight line basis over an estimated useful life between 2 and 10 years. The estimated useful life and
amortisation method is reviewed at the end of each annual reporting period and adjusted if appropriate.
Impairment
The carrying amounts of the Group’s intangible assets are reviewed at each reporting date to determine whether there is any indication of
impairment. If any such indication exists, then the recoverable amount of the asset is estimated. For intangible assets that have indefinite
lives, the recoverable amount is estimated at each reporting date. An impairment loss is recognised in the profit or loss if the carrying
amount of an asset exceeds the recoverable amount. Refer to the accounting policy under Note 4 Impairment and Fair Value Gains/(Losses)
for further explanation.
15 RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
The Group leases many assets, including:
– leases of land and buildings from which it conducts operations. These leases range in length from one to fifteen years with various rights of
renewal. Where surplus properties are unable to be exited, the Group subleases these properties where possible and derives sublease revenue
on a short-term temporary basis.
– leases of vehicles for use by employees, agents and representatives. These leases range for a period of between three and six years.
– leases of office and IT equipment. These leases are typically for a period of four years.
Transition to NZ IFRS 16
The Group adopted NZ IFRS 16 Leases from 1 July 2019 using the modified retrospective approach. In accordance with the new standard, the
Group recognised right-of-use assets of $109.17 million and lease liabilities of $106.63 million at the initial adoption date of 1 July 2019. The Group
also recognised a provision for make good costs of $2.54 million as at 1 July 2019. There was no impact on retained earnings as at 1 July 2019.
Lease liabilities were measured at the present value of the remaining lease payments, discounted using the Group’s incremental borrowing rate
as at 1 July 2019. The incremental borrowing rates applied to the lease liabilities on 1 July 2019 were 4.0% for properties and 3.5% for vehicles. The
right-of-use assets were recognised at an amount equal to the lease liabilities, adjusted by the amount of any prepaid or accrued lease payments.
On transition, the Group applied various practical expedients including:
– The Group grandfathered the assessment of which transactions constitute leases and applied NZ IFRS 16 only to contracts that were
previously identified as leases under NZ IAS 17. Contracts that were not identified as leases under NZ IAS 17 were not reassessed for whether
there is a lease. The definition of a lease under NZ IFRS 16 was only applied to contracts entered into or changed on or after 1 July 2019.
– The Group elects to measure right-of-use assets at an amount equal to the lease liabilities upon transition.
– The Group applied a single discount rate to a portfolio of leases with reasonably similar characteristics.
– The Group excluded initial direct costs from the measurement of the right-of-use asset at the date of initial application.
– The Group used hindsight in determining the lease term.
– The Group elected not to recognise a right-of-use asset and a lease liability for certain leases for which the lease term ends within 12 months
of the initial adoption date.
In the process of adopting the new standard, a number of judgements and estimates have been made. These include:
– incremental borrowing rate at the time of adoption
– lease terms, including any rights of renewal expected to be exercised
The Group elected not to recognise right-of-use assets and lease liabilities for short-term or low-value leases, such as leases of office and IT
equipment. The Group continues to expense lease payments associated with these leases on a straight-line basis.
2020
$000
Amounts in consolidated statement of profit or loss
Depreciation on right-of-use assets – continuing operations (20,265)
Interest on lease liabilities (4,183)
Short-term or low-value lease expenses (333)
Variable lease payments not included in the measurement of lease liabilities (168)
Income from sub-leasing right-of-use assets 1,149
Amounts in consolidated statement of cash flows
Cash outflow for interest on lease liabilities (operating activities) (4,185)
Cash outflow for principal portion of lease liabilities (financing activities) (17,586)
Total cash outflow for leases (21,771)
58 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 59
Refer to
Accounting
Policies
– page 61.
Refer to
Accounting
Policies
– page 63.
PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 June 2020
ADDITIONAL FINANCIAL DISCLOSURES
15 RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (CONTINUED)
Amounts in consolidated statement of financial position
PROPERTY VEHICLES TOTAL
$000 $000 $000
Right-of-use assets
Balance at 1 July 2019 97,084 12,082 109,166
Additions 11,498 5,644 17,142
Modifications and terminations (881) 342 (539)
Depreciation charge for the period (13,623) (6,669) (20,292)
Net Impairment (852) – (852)
Balance at 30 June 2020 93,226 11,399 104,625
2020
$000
Lease liabilities
Current lease liabilities 16,506
Non-current lease liabilities 90,398
Total recognised lease liabilities 106,904
Maturity analysis - minimum contractual undiscounted cash flows
Less than one year 18,334
One to five years 39,174
More than five years 12,731
Total undiscounted lease liabilities at 30 June 2020 70,239
Some property leases contain extension options exercisable by the Group up to one year before the end of the non-cancellable contract period.
Where practicable, the Group seeks to include extension options in new leases to provide operational flexibility. The extension options held are
exercisable only by the Group and not by the lessors. The Group assesses at lease commencement date whether it is reasonably certain to exercise
the extension options. The Group reassesses whether it is reasonable certain to exercise the options if there is significant event or significant
changes in circumstances within its control. The Group has estimated that the potential future lease payments, should it exercise all the extension
options, would result in an increase in lease liability of $65.0 million.
2020
$000
Reconciliation of recognised lease liabilities to operating lease commitments
Operating lease commitments at 30 June 2019 as disclosed in the Group’s consolidated financial statements 84,403
Operating lease commitments at 30 June 2019 discounted at the incremental borrowing rate at 1 July 2019 74,905
Value of operating leases not commenced as at 1 July 2019 (9,560)
Recognition exemption for short-term leases (402)
Value of additional leases and future lease renewal options reasonably certain to be exercised 41,683
Lease liabilities recognised on initial adoption date of 1 July 2019 106,626
15 RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (CONTINUED)
Lease Accounting Policies
The Group assesses at the inception of a contract as to whether the contract is, or contains, a lease as defined in NZ IFRS 16 Leases.
The Group recognises a right-of-use asset and a lease liability at the lease commencement date.
Right-of-use assets
Right-of-use assets are initially measured at cost, which comprises the initial amount of lease liability adjusted for any prepaid lease
payments, plus any initial direct costs incurred and any estimated restoration costs, and less any lease incentives received. These assets are
depreciated using the straight-line method from the commencement date to the earlier of the end of the lease term or the asset’s useful
life. Right-of-use assets are periodically reduced by impairment losses (if any) and adjusted for certain remeasurements of the lease liabilities.
Lease liabilities
Lease liabilities are initially measured at the present value of the lease payments that are not paid at the commencement date. Lease
payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that are based on an index
or a rate, amounts expected to be payable under a residual value guarantee, and any exercise price the Group is reasonably certain to
exercise. The lease payments are discounted using the Group’s incremental borrowing rate, being the rate that the Group would have to pay
to borrow the fund necessary to obtain an asset of similar value in a similar environment under similar terms and conditions.
After the commencement date, lease liabilities are increased to reflect interest on the lease liabilities and reduced to reflect the lease
payments made. Interest on lease liabilities is charged to the profit and loss and is the amount that produces a constant periodic rate of
interest on the remaining balance of the lease liabilities.
Lease liabilities are remeasured when there is a change in future lease payments arising from a change in an index or rate, a change in the
Group’s estimate of any amount payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise
a purchase, extension or termination option. When the lease liabilities are remeasured, a corresponding adjustment is made to the carrying
amount of the right-of-use assets, or recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
16 PROPERTY, PLANT AND EQUIPMENT
PLANT AND CAPITAL WORKS
LAND BUILDINGS EQUIPMENT PROJECT* TOTAL
NOTE $000 $000 $000 $000 $000
Cost
Balance at 1 July 2018 20,987 47,441 128,508 3,822 200,758
Additions 6 700 10,812 54 11,572
Added as part of a business combination 1,306 6,584 3,019 – 10,909
Disposals and transfers to other asset classes (71) (164) (2,142) – (2,377)
Disposed as part of a business disposal (8,741) (40,042) (89,019) (1,072) (138,874)
Effect of movements in exchange rates (304) (274) (1,500) – (2,078)
Balance at 30 June 2019 13,183 14,245 49,678 2,804 79,910
Balance at 1 July 2019 13,183 14,245 49,678 2,804 79,910
Additions – 119 5,362 (62) 5,419
Reclassification from/(to) assets held for sale 16(A) 322 1,706 – – 2,028
Disposals and transfers (3) (727) (3,045) – (3,775)
Balance at 30 June 2020 13,502 15,343 51,995 2,742 83,582
60 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 61
Refer to
Accounting
Policies
– page 63.
PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 June 2020
ADDITIONAL FINANCIAL DISCLOSURES
16 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
PLANT AND CAPITAL WORKS
LAND BUILDINGS EQUIPMENT PROJECT* TOTAL
NOTE $000 $000 $000 $000 $000
Depreciation and impairment losses
Balance at 1 July 2018 – 7,997 68,541 – 76,538
Depreciation for the year – 848 6,800 – 7,648
Depreciation recovered to COGS – – 182 – 182
Added as part of a business combination – 526 1,237 – 1,763
Disposals and transfers to other asset classes – (64) (1,766) – (1,830)
Disposed as part of a business disposal – (5,119) (44,686) – (49,805)
Impairment – 2,256 – – 2,256
Effect of movements in exchange rates – (104) (1,440) – (1,544)
Balance at 30 June 2019 – 6,340 28,868 – 35,208
Balance at 1 July 2019 – 6,340 28,868 – 35,208
Depreciation for the year – 285 4,828 – 5,113
Depreciation recovered to COGS – – 181 – 181
Reclassification from/(to) assets held for sale 16(A) – (60) – – (60)
Disposals and transfers – (702) (2,368) – (3,070)
Impairment / (impairment reversal) – (254) 133 – (121)
Balance at 30 June 2020 – 5,610 31,642 – 37,252
Carrying amounts
At 1 July 2018 20,987 39,444 59,967 3,822 124,220
At 30 June 2019 13,183 7,905 20,810 2,804 44,702
At 30 June 2020 13,502 9,734 20,353 2,742 46,330
* Capital works projects are recorded net of transfers to other asset classes.
Capital gains on the sale of property, plant and equipment of $0.15 million were recognised in non-operating items in the current period
(2019: $0.20 million loss).
A. Reclassification from/(to) assets held for sale
During the year, the Group reclassified four properties which were previously classified as assets held for sale back to property, plant and
equipment on the basis the likelihood of their sale in the next 12 months is low. These properties are remeasured at their carrying amount
(adjusted for any depreciation that would have been recognised had the asset not previously been classified as held for sale) of $2.1 million.
The loss on the remeasurement of the properties of $0.2 million was recognised in the profit or loss.
16 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
Property, Plant & Equipment Accounting Policies
Recognition and measurement
Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment. Cost includes expenditure that
is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any
other costs directly attributable to bringing the asset to a working condition for its intended use, and the cost of dismantling and removing
the items and restoring the site on which they are located. Purchased software that is integral to the functionality of the related equipment
is capitalised as part of that equipment. Borrowing costs that are directly attributable to the acquisition, construction or production of a
qualifying asset are capitalised as part of the cost of that asset.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major
components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.
Subsequent expenditure
Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to
the Group and the cost can be measured reliably. The costs of day-to-day servicing of property, plant and equipment is recognised in profit
or loss as incurred.
Depreciation
Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each item of property, buildings, plant
and equipment. Leasehold assets are depreciated over the shorter of the lease term and their useful lives. Land is not depreciated. The
estimated useful lives for the current and comparative periods are between 2 and 40 years for plant and equipment and 50 years for
buildings. Depreciation methods, useful lives and residual values are reassessed at each reporting date and adjusted if appropriate.
Impairment
The carrying amounts of the Group’s property, plant & equipment assets are reviewed at each reporting date to determine whether there
is any indication of impairment. If any such indication exists, then the recoverable amount of the asset is estimated. An impairment loss is
recognised in the profit or loss if the carrying amount of an asset exceeds the recoverable amount. Refer the accounting policy under
Note 4 Impairment and Fair Value Gains/(Losses) for further explanation.
17 TRADE AND OTHER PAYABLES
2020 2019
NOTE $000 $000
Trade creditors 81,835 96,802
Goods received but not invoiced 5,799 7,343
Deposits received in advance 1,474 1,042
Wage subsidy received in advance 6 958 –
Loyalty reward programme 21 998 1,015
Employee entitlements 13,960 16,821
Make good provision on leased properties 17(A) 2,680 90
Accruals and other liabilities 26,941 30,486
Other provisions (including product warranty provisions) 757 3,935
135,403 157,534
Payable within 12 months 132,601 155,903
Payable beyond 12 months 2,802 1,631
135,403 157,534
A. Make good provision on leased properties
The Group has recognised a provision of $2.54 million for estimated make good costs in respect of its leased properties upon the adoption of NZ
IFRS 16 Leases as at 1 July 2019. During the year, the Group recognised an additional provision of $0.14 million in respect of new leased properties
which it signed up to. The balance of the make good provision as at 30 June 2020 is $2.68 million. These costs have been capitalised to the right-of-
use assets and are amortised over the life of the right-of-use assets.
The Group expects to settle this liability over the next 10–15 years as the leases expire.
62 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 63
Refer to
Accounting
Policies
– page 65.
PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 June 2020
ADDITIONAL FINANCIAL DISCLOSURES
18 DEFINED BENEFIT LIABILITY
The Group makes contributions to the PGG Wrightson Employee Benefits Plan (the Plan), a defined benefit plan that provides a range of
superannuation and insurance benefits for employees and former employees. The Plan is registered under the Financial Markets Conduct Act
2013. The Plan is not open to new members. The Plan’s retired employees are entitled to receive an annual pension payment payable for their
remaining life, and in some cases, for the remaining life of a surviving spouse.
In June 2019, the Group brought the Plan to an actuarial equilibrium position (calculated on a different basis to the IFRS amounts below).
2020 2019 2018 2017 2016
$000 $000 $000 $000 $000
Present value of funded obligations (62,563) (61,624) (66,814) (71,106) (73,417)
Fair value of plan assets 52,725 55,741 59,092 58,835 52,702
Total defined benefit asset/(liability) (9,838) (5,883) (7,722) (12,271) (20,715)
The Group expects to pay $0.85 million in contributions to defined benefit plans in 2021 (2020: expected $1.01 million and paid $0.69 million).
Member contributions are expected to be $0.59 million in 2021 (2020: expected $0.65 million and paid $0.83 million).
As at 30 June 2020, the weighted average duration of the defined benefit obligation (DBO) is 12.5 years for the Plan (2019: 12.4 years).
A. Plan assets
2020 2019
% %
Consist of:
Equities 58 54
Fixed interest 29 28
Cash 13 18
100 100
Plan assets do not include any exposure to the Company’s ordinary shares (2019: Nil).
B. Actuarial assumptions at the reporting date
2020 2019
% %
Discount rate used (10 year New Zealand Government Bond rate) 0.91 1.57
Inflation 1.50 2.00
Future salary increases 2.00 3.00
Future pension increases 1.50 2.00
2020 2019
YEARS YEARS
Assumptions regarding future mortality are based on published statistics and experience.
Current longevities underlying the DBO values at the reporting date:
Longevity at age 65 for current pensioners
– Males 21 21
– Females 24 24
Longevity at age 65 for current members aged 45
– Males 24 24
– Females 28 28
18 DEFINED BENEFIT LIABILITY (CONTINUED)
C. Sensitivity analysis
The sensitivity of the DBO to changes in the weighted principal assumptions is:
2020 2020 2019 2019
DBO (INCREASE) DBO (INCREASE) DBO (INCREASE) DBO (INCREASE)
/ DECREASE WITH / DECREASE WITH / DECREASE WITH / DECREASE WITH
INCREASE IN DECREASE IN INCREASE IN DECREASE IN
ASSUMPTION ASSUMPTION ASSUMPTION ASSUMPTION
$000 $000 $000 $000
Discount rate (0.50% movement) 1,689 (2,252) 1,541 (1,849)
Salary growth rate (0.50% movement) (188) 63 (185) 123
Pension growth rate (0.25% movement) (1,001) 876 (801) 616
Life expectancy (1 year movement) (2,127) 2,127 (1,787) 1,787
D. Movement in net defined benefit liability
NET DEFINED BENEFIT ASSET/
DEFINED BENEFIT OBLIGATION FAIR VALUE OF PLAN ASSETS (LIABILITY)
2020 2019 2020 2019 2020 2019
$000 $000 $000 $000 $000 $000
Balance at 1 July (61,624) (66,814) 55,741 59,092 (5,883) (7,722)
Included in profit or loss:
Current service costs (613) (842) – – (613) (842)
Interest costs (937) (1,734) 845 1,623 (92) (111)
Included in other comprehensive income:
Gains/(losses) from change in financial assumptions (799) (3,797) – – (799) (3,797)
Experience gains/(losses) (3,059) (1,213) – – (3,059) (1,213)
Expected return on plan assets – – (84) (653) (84) (653)
Other:
Employer contributions – – 692 8,455 692 8,455
Member contributions (832) (1,268) 832 1,268 – –
Benefits paid by the plan 5,301 14,044 (5,301) (14,044) – –
Balance at 30 June (62,563) (61,624) 52,725 55,741 (9,838) (5,883)
Employee Benefits Accounting Policies
Defined benefit plans
The Group’s net obligation with respect to defined benefit plans is calculated by estimating the amount of future benefit that employees
have earned in return for their service in the current and prior periods, discounting that amount and deducting the fair value of any plan
assets is deducted. The discount rate is the yield at the reporting date on bonds that have maturity dates approximating the terms of the
Group’s obligations. The calculation is performed by a qualified actuary using the projected unit credit method. When the calculation
results in a potential asset for the Group, the recognised asset is limited to the lower of the net assets of the plan or the current value of the
contributions holiday that is expected to be generated.
Remeasurement of the net defined benefit liability, which comprise actuarial gains and losses and the return on plan assets, are recognised
directly in other comprehensive income and the defined benefit plan reserve in equity. Net interest expense and other expenses related to
defined benefit plans are recognised in profit or loss.
Short-term employee benefits
Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the undiscounted amount of
short-term employee benefits expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result
of past service provided by the employee and the obligation can be estimated reliably.
Long-term employee benefits
Provisions made with respect to employee benefits which are not expected to be settled within twelve months are measured as the present
value of the estimated future cash outflows to be made by the Group with respect to services provided by employees up to reporting date.
Remeasurements are recognised in profit or loss in the period in which they arise.
64 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 65
PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 June 2020
ADDITIONAL FINANCIAL DISCLOSURES
19 FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT
A. Accounting classifications and fair values
The tables below set out the Group’s classification of each class of financial assets and liabilities, and their fair values.
FAIR VALUE MANDATORILY
THROUGH OTHER AT FAIR VALUE
COMPREHENSIVE THROUGH PROFIT AT AMORTISED TOTAL CARRYING FAIR
INCOME OR LOSS COST AMOUNT VALUE
$000 $000 $000 $000 $000
2020
Assets
Cash and cash equivalents – – 16,868 16,868 16,868
Derivative financial instruments – 942 – 942 942
Trade and other receivables – – 104,571 104,571 104,571
Go livestock receivables – – 48,111 48,111 48,111
Other investments – – 471 471 471
– 942 170,021 170,963
Liabilities
Debt – – 50,000 50,000 50,000
Derivative financial instruments – 607 – 607 607
Trade and other payables – – 81,835 81,835 81,835
Lease liabilities – – 106,904 106,904
– 607 238,739 239,346
2019
Assets
Cash and cash equivalents – – 210,491 210,491 210,491
Derivative financial instruments – 1,001 – 1,001 1,001
Trade and other receivables – – 132,203 132,203 132,203
Go livestock receivables – – 47,754 47,754 47,754
Other investments – – 470 470 470
– 1,001 390,918 391,919
Liabilities
Debt – – 2,680 2,680 2,680
Derivative financial instruments – 342 – 342 342
Trade and other payables – – 96,802 96,802 96,802
– 342 99,482 99,824
The Group’s banking facilities are based on floating interest rates. Therefore, the fair value of the banking facilities equals the carrying value.
19 FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT (CONTINUED)
A. Accounting classifications and fair values (continued)
Fair value hierarchy
The table below analyses financial instruments carried at fair value by valuation method. The different levels have been defined as follows:
– Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
– Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (ie. as prices) or
indirectly (ie. derived from prices)
– Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)
LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
$000 $000 $000 $000
2020
Assets
Derivative financial instruments – 942 – 942
Liabilities
Derivative financial instruments – 607 – 607
2019
Assets
Derivative financial instruments – 1,001 – 1,001
Liabilities
Derivative financial instruments – 342 – 342
There have been no material movements between the fair value hierarchy during the year ended 30 June 2020.
B. Financial management risk
The Group’s primary risks are those of liquidity and funding, credit and market (foreign currency, price and interest rate) risks.
The Group is committed to the management of risk to achieve sustainability of service, employment and profits, and therefore, takes on controlled
amounts of risk when considered appropriate. The Board of Directors is responsible for the review and ratification of the Group’s systems of risk
management, internal compliance and control, code of conduct and legal compliance. The Board maintains a formal set of delegated authorities
(including policies for credit and treasury) that clearly define the responsibilities delegated to Management and those retained by the Board. The
Board approves these delegated authorities and reviews them annually.
The following management committees review and manage key risks:
– The Senior Management Team meets regularly to consider new and emerging risks, review actions required to manage and mitigate key risks,
and to monitor progress.
– The Credit Committee, comprising of management appointees, meets regularly to review credit risk, account limits and provisioning.
Management formally reports on all aspects of key risks to the Audit Committee at least two times each year.
(i) Liquidity and funding risks
Liquidity risk is the risk that the Group will encounter difficulties in raising funds at short notice to meet commitments associated with financial
instruments. Funding risk is the risk of over-reliance on a funding source to the extent that a change in that funding source could increase overall
funding costs or cause difficulty in raising funds.
The Group manages liquidity risk by forecasting daily cash requirements and future funding requirements, and maintaining an adequate liquidity
buffer. The Group monitors its liquidity daily, weekly and monthly and maintains appropriate liquid assets and committed bank funding facilities to
meet all obligations in a timely and cost efficient manner. The Group has a policy of funding diversification and utilises a banking syndicate to limit
concentration risk in relation to liquidity and funding. The funding policy augments the Group’s liquidity policy with its aim to ensure the Group
has a stable diversified funding base without over-reliance on any one market sector.
The objectives of the Group’s funding and liquidity policy is to:
– Ensure all financial obligations are met when due;
– Provide adequate protection, even under crisis scenarios; and
– Achieve competitive funding within the limitations of liquidity requirements.
66 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 67
Refer to
Accounting
Policies
– page 71.
Refer to
Accounting
Policies
– page 71.
PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 June 2020
ADDITIONAL FINANCIAL DISCLOSURES
19 FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT (CONTINUED)
B. Financial management risk (continued)
(i) Liquidity and funding risks (continued)
Contractual maturity analysis
The following schedule analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the balance date
to the contractual maturity date (reported on an undiscounted basis). History demonstrates that such accounts provide a stable source of long
term funding for the Group.
CONTRACTUAL CASH FLOW
WITHIN BEYOND AMOUNT IN
12 MONTHS 1 TO 5 YEARS 5 YEARS TOTAL BALANCE SHEET
$000 $000 $000 $000 $000
2020
Debt 31,456 20,103 – 51,559 50,000
Derivative financial instruments 562 45 – 607 607
Trade and other payables 81,835 – – 81,835 81,835
Lease liabilities 20,296 57,544 47,228 125,068 106,904
134,149 77,692 47,228 259,069 239,346
2019
Debt 2,813 – – 2,813 2,680
Derivative financial instruments 280 62 – 342 342
Trade and other payables 96,802 – – 96,802 96,802
99,895 62 – 99,957 99,824
(ii) Credit risk
Credit risk is the potential for loss that could occur as a result of a counterparty failing to discharge its obligations. This may be due to drought, bio-
security issues or volatility in commodity prices.
Concentrations of credit risk
Financial instruments which potentially subject the Group to concentrations of credit risk principally consist of bank balances, advances, trade
debtors, and forward foreign exchange contracts. The Group places its cash and short term investments with three major trading banks.
Concentrations of credit risk with respect to advances are limited due to the large number of customers included in the Group’s farming customer
base in New Zealand.
(iii) Market risk
Market risk is the potential for change in the value of balance sheet positions caused by a change in the value, volatility or relationship between
market risks and prices. Market risk arises from the mismatch between assets and liabilities, both on and off balance sheet. Market risk includes
price, foreign currency and interest rate risk which are explained as follows.
Concentrations of market risk
The Group has exposure to commodity pricing risk on Wool inventories. This is mitigated by the Group having policies around unmatched
positions. Other inventory is of merchandise nature and the Group has a range of suppliers or has entered into long-term supply agreements.
Foreign currency risk
The Group undertakes transactions denominated in foreign currencies and exposure to movements in foreign currency arises from these activities.
The Group manages this risk by using forward, spot foreign exchange contracts and foreign exchange options to hedge foreign currency risks as
they arise.
19 FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT (CONTINUED)
B. Financial management risk (continued)
(iii) Market risk continued
Foreign currency exposure risk
The Group’s exposure to foreign currency risk can be summarised as:
GBP USD AUD EURO
NZ$000 NZ$000 NZ$000 NZ$000
2020
Cash and cash equivalents – 1 13 1
Trade and other receivables 82 2,047 – 1,827
Trade and other payables (532) (8,366) (972) (2,151)
Net balance sheet position
(450) (6,318) (959) (323)
Forward exchange contracts
Notional forward exchange cover 8,356 (1,764) 972 (15,777)
Net unhedged position
(8,806) (4,555) (1,931) 15,454
2019
Cash and cash equivalents – 1 1 1
Trade and other receivables 1,213 2,235 237 4,697
Trade and other payables (565) (5,122) (1,758) (1,991)
Net balance sheet position
648 (2,886) (1,520) 2,707
Forward exchange contracts
Notional forward exchange cover 9,483 1,585 (1,758) 21,356
Net unhedged position
(8,835) (4,471) 238 (18,649)
Interest rate risk
Floating rate borrowings are used for general funding activities. Interest rate risk is the risk that the value of financial instruments and the interest
margin will fluctuate as a result of changes in market interest rates. The risk is that financial assets may be repriced at a different time and/or by a
different amount than financial liabilities.
This risk is managed by operating within approved policy limits using an interest rate duration approach. Interest rate swaps, interest rate options
and forward rate agreements may be used to hedge the floating rate exposure as deemed appropriate. The Group had no interest rate derivatives
at balance date (2019: Nil).
68 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 69
Refer to
Accounting
Policies
– page 71.
PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 June 2020
ADDITIONAL FINANCIAL DISCLOSURES
19 FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT (CONTINUED)
(iii) Market risk continued
Interest rate repricing schedule
The following tables include the Group’s liabilities at their carrying amounts, categorised by the earlier of contractual repricing or maturity dates.
WITHIN 1 TO 2 OVER NON INTEREST
12 MONTHS YEARS 2 YEARS BEARING TOTAL
$000 $000 $000 $000 $000
2020
Debt 30,000 20,000 – – 50,000
Derivative financial instruments – – – 607 607
Trade and other payables – – – 81,835 81,835
30,000 20,000 – 82,442 132,442
2019
Debt 2,680 – – – 2,680
Derivative financial instruments – – – 342 342
Trade and other payables – – – 96,802 96,802
2,680 – – 97,144 99,824
Sensitivity analysis
The Group’s treasury policy effectively insulates earnings from the effect of short-term fluctuations in either foreign exchange or interest rates. Over
the longer term however, permanent changes in foreign exchange rates and interest rates will have an impact on profit. A 1% change in interest
rate has been applied as it is considered a reasonably possible change. The sensitivity of net profit after tax for the period to 30 June 2020, and
shareholders equity at that date, to reasonably possible changes in conditions is shown below.
INTEREST RATES INCREASE BY 1% INTEREST RATES DECREASE BY 1%
2020 2019 2020 2019
$000 $000 $000 $000
Increase/(decrease) in net profit after tax and shareholders’ equity (198) (748) 217 934
Other market risks such as pricing and foreign exchange are not considered likely to lead to material change over the next reporting period. The
Group’s financial assets and liabilities are predominantly held in NZD. For this reason, a sensitivity analysis of these market risks is not included.
C. Capital management
The capital of the Group consists of share capital, reserves, and retained earnings. The policy of the Group is to maintain a strong capital base so
as to maintain investor, creditor and market confidence while providing the ability to develop future business initiatives. This policy has not been
changed during the period.
19 FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT (CONTINUED)
Non-Derivative Financial Instruments Accounting Policies
(i) Non-derivative financial assets
Non-derivative financial assets comprise cash and cash equivalents, trade and other receivables, and investments in equity and debt
securities.
The Group initially recognises financial assets on the date at which the Group becomes a party to the contractual provisions of the
instrument, although trade receivables are initially recognised when they are originated.
Financial assets are initially measured at fair value. If the financial asset is not subsequently measured at fair value through profit or loss, the
initial investment includes transaction costs that are directly attributable to the asset’s acquisition or origination. The Group subsequently
measures financial assets at either fair value or amortised cost.
Financial assets measured at amortised cost
A financial asset is subsequently measured at amortised cost using the effective interest method and net of any impairment loss, if:
– the asset is held within a business model with an objective to hold assets in order to collect contractual cash flows; and
– the contractual terms of the financial asset give rise, on specified dates, to cash flows that are solely payments of principal and interest.
Financial assets measured at fair value
Financial assets other than those classified as financial assets measured at amortised cost are subsequently measured at fair value with all
changes recognised in profit or loss.
However, for investments in equity instruments that are not held for trading, the Group may elect at initial recognition to present gains
and losses through other comprehensive income. For instruments measured at fair value through other comprehensive income gains
and losses are never reclassified to profit and loss and no impairments are recognised in profit and loss. Dividends earned from such
investments are recognised in profit and loss unless the dividends clearly represent a repayment of part of the cost of investment.
Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short term highly liquid investments with
maturities of three months or less. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash
management are included as a component of cash and cash equivalents.
Trade and other receivables
Trade and other receivables are stated at their amortised cost less impairment losses.
(ii) Non-derivative financial liabilities
Interest-bearing borrowings
Interest-bearing borrowings are classified as other financial liabilities and are initially recognised at fair value plus any directly attributable
transaction costs. Subsequent to initial recognition, these liabilities are measured at amortised cost using the effective interest method.
Trade and other payables
Trade and other payables are stated at cost.
(iii) Determination of fair values for non-derivative financial instruments
Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cash flows,
discounted at the market rate of interest at the reporting date.
70 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 71
PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 June 2020
ADDITIONAL FINANCIAL DISCLOSURES
20 COMMITMENTS
A. Capital expenditure not provided for
The Group does not have any capital commitments as at 30 June 2020 (2019: $0.11 million).
B. Forward purchase commitments
The Group as part of its ordinary course of business enters into forward purchase agreements with wool growers. These commitments extend for
periods of up to 3 years and are at varying stage of execution. There remains uncertainty associated with yield, quality and market price. Therefore,
the Group is unable to sufficiently quantify the value of these commitments.
21 CONTINGENT LIABILITIES AND CONTINGENT ASSETS
A. PGG Wrightson Loyalty Reward Programme
The Group recognises a provision for the expected level of points redemption from the PGG Wrightson Loyalty Reward Programme. As at balance
date, the balance of live points which does not form part of the recognised provision total $0.09 million (2019: $0.09 million). Losses are not
expected to arise from this contingent liability.
B. Contingent liabilities
The Group receives client claims from time to time as part of the ordinary course of business and these claims are reviewed on a case by case
basis to determine validity. As at balance date, the Group was in the process of reviewing certain claims for the supply of goods which are typically
the responsibility of suppliers under terms of trade. The amount of any potential obligation in respect of these claims cannot be estimated with
sufficient reliability and therefore, with the exception of the warranty provision of $0.4 million, the Group has no provisioning in respect of these
claims.
C. Contingent assets
The Group is pursuing a claim against a contractual counterparty for repudiation of contract. The Directors are confident in the validity of the claim,
however no receivable has been recognised at balance date as the outcome of the claim remains uncertain.
22 SEASONALITY OF OPERATIONS
The Group is subject to significant seasonal fluctuations. The Retail businesses’ earnings are weighted towards the first half of the financial year as
demand for New Zealand farming inputs are generally weighted towards the spring season. Livestock trading is weighted towards the second half
of the financial year in order for farmers to maximise their income as New Zealand generally has spring calving and lambing. Other business units
have similar but less material cycles. The Group recognises that this seasonality is the nature of the industry and plans and manages its business
accordingly.
23 SUBSEQUENT EVENTS
There have been no material events subsequent to balance date that impact on these consolidated financial statements.
24 RELATED PARTIES
A. Key management personnel compensation
2020 2019
$000 $000
Key management personnel compensation comprised:
Short-term employee benefits 3,216 7,129
Post-employment benefits 96 151
Termination benefits – 1,169
3,312 8,449
Directors fees incurred during the year are disclosed in Note 3 Other Operating Expenses.
B. Other transactions with key management personnel
Several Directors, Senior Executives or their related parties, hold positions in other entities that result in them having control or significant influence
over the financial or operating policies of these entities. A number of these entities transacted with the Group during the reporting period.
The terms and conditions of these transactions with key management personnel and their related parties were no more favourable than those
available, or which might reasonably be expected to be available, on similar transactions to non-key management personnel related entities on an
arm’s length basis.
The aggregate value of transactions and outstanding balances (on a GST inclusive basis) relating to Directors, Senior Executives and entities over
which they have control or significant influence were as follows:
TRANSACTION BALANCE TRANSACTION BALANCE
VALUE OUTSTANDING VALUE OUTSTANDING
2020 2020 2019 2019
$000 $000 $000 $000
Key Management
Personnel/Director Transaction
Nick Berry Purchase of retail goods 2 – – –
(from 1 August 2019)
David Cushing Purchase of retail goods, livestock and wool 2,424 43 392 37
transactions. Also includes real estate
commissions on a property sale
Grant Edwards Purchase of retail goods – – 1 –
Stephen Guerin Purchase of retail goods and livestock transactions 9 1 7 1
Peter Moore Purchase of retail goods and 5 1 – –
fuel on-charge transactions
Peter Newbold Purchase of retail goods 25 3 27 2
Peter Scott Purchase of retail goods and 4 1 – –
fuel on-charge transactions
72 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 73
PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 June 2020
ADDITIONAL FINANCIAL DISCLOSURES
25 REPORTING ENTITY
PGG Wrightson Limited (the “Company”) is a company domiciled in New Zealand and registered under the Companies Act 1993 in New Zealand.
The Company’s registered office is at 1 Robin Mann Place, Christchurch. The Company is listed on the New Zealand Stock Exchange and is an FMC
reporting entity for the purposes of the Financial Markets Conduct Act 2013.
The consolidated financial statements of PGG Wrightson for the year ended 30 June 2020 comprise the Company and its subsidiaries (together
referred to as the “Group”). The Group is primarily involved in the provision of goods and services within the agricultural and horticultural sectors.
OWNERSHIP INTEREST
COUNTRY OF 2020 2019
SIGNIFICANT SUBSIDIARIES INCORPORATION DIRECT PARENT % %
Agriculture New Zealand Limited New Zealand PGG Wrightson Limited 100% 100%
AgriServices South America Limited New Zealand PGG Wrightson Limited 100% 100%
Bidr Limited New Zealand PGG Wrightson Limited 100% 100%
Bloch & Behrens Wool (NZ) Limited New Zealand PGG Wrightson Limited 100% 100%
NZ Agritrade Limited New Zealand PGG Wrightson Limited 100% 100%
PGG Wrightson Investments Limited New Zealand PGG Wrightson Limited 100% 100%
PGG Wrightson Real Estate Limited New Zealand PGG Wrightson Limited 100% 100%
PGG Wrightson Trustee Limited New Zealand PGG Wrightson Limited 100% 100%
PGG Wrightson Employee Benefits Plan Trustee Limited New Zealand PGG Wrightson Limited 100% 100%
PGW Rural Capital Limited New Zealand PGG Wrightson Limited 100% 100%
Ag Property Holdings Limited New Zealand PGG Wrightson Investments Limited 100% 100%
PGG Wrightson Employee Benefits Plan Limited New Zealand PGG Wrightson Employee Benefits
Plan Trustee Limited 100% 100%
26 BASIS OF PREPARATION
Statement of compliance
These consolidated financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting Practice (“NZ
GAAP”). They comply with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board, the New
Zealand equivalents to International Financial Reporting Standards (“NZ IFRS”) and other applicable Financial Reporting Standards, as appropriate
for a Tier 1 for-profit entity. These consolidated financial statements have also been prepared in accordance with the requirements of the Financial
Markets Conduct Act 2013 and the Financial Reporting Act 2013.
Basis of measurement
The consolidated financial statements have been prepared on the historical cost basis except for the following:
– Derivative financial instruments are measured at fair value.
– Financial instruments at fair value through profit or loss are measured at fair value.
– Assets classified as held for sale are measured at the lower of their carrying amount and fair value less cost to sell.
– Biological assets are measured at fair value less point-of-sale costs.
Functional and presentation currency
These consolidated financial statements are presented in New Zealand dollars ($), which is the Group’s functional currency. All amounts have been
rounded to the nearest thousand, unless otherwise indicated.
Use of estimates and judgements
In preparing these consolidated financial statements, management has made judgements, estimates and assumptions that affect the application
of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these
estimates and assumptions.
Estimates and assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively.
Information about critical judgements made in applying accounting policies, assumptions and estimation uncertainties that have the most
significant effect on the amounts recognised in the consolidated financial statements is included in the following notes:
Note
1 Operating revenue from construction contracts
11 Carrying value of trade and other receivables
13 Carrying value of inventories
15 Right-of-use assets and lease liabilities – Lease term (renewal options to be exercised) and discount rates
18 Measurement of defined benefit liability – Key actuarial assumptions
Management has determined that the COVID-19 pandemic has not significantly impacted the estimates and judgements used on the
consolidated statement of financial position as at 30 June 2020. Management will continue to monitor and assess the impacts of future
developments of COVID-19, which are highly uncertain and cannot be predicted, on its judgements and estimates.
Comparative information
Certain comparative amounts have been reclassified to conform with the current period’s presentation, including the treatment of $10.4 million of
fuel oncharge revenue and corresponding cost of sales that have now been netted, resulting in no change to gross profit or net profit after tax. In
addition, the comparatives have been restated to present the Standardbred business as a discontinued operation.
74 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 75
PGG WRIGHTSON LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 30 June 2020
ADDITIONAL FINANCIAL DISCLOSURES
27 OTHER SIGNIFICANT ACCOUNTING POLICIES
The accounting policies set out in these consolidated financial statements have been applied consistently to all periods presented in these
consolidated financial statements, and have been applied consistently by Group entities.
A. Basis of consolidation
Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns through its power over the entity. The consolidated financial statements
of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control
ceases.
Transactions eliminated on consolidation
Intra-group balances, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated
financial statements. Unrealised gains arising from transactions with equity accounted investees are eliminated against the investment to the
extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there
is no evidence of impairment.
B. Foreign currency
Transactions in foreign currencies are translated to the respective functional currencies of the group entities at the exchange rates at the dates of
the transactions.
Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency at the exchange rate at the reporting
date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated to the functional currency at the
exchange rate at the date that fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency
are translated to the functional currency at the exchange rate at the date of the transaction. Foreign currency differences arising are recognised in
profit or loss.
C. Discontinued operation
A discontinued operation is a component of the Group’s business, the operations and cash flows of which can be clearly distinguished from the
rest of the Group and which:
– represents a separate major line of business or geographic area of operations;
– is part of a single co-ordinated plan to dispose of a separate major line of business or geographic area of operations; or
– is a subsidiary acquired exclusively with a view to resale.
When an operation is classified as a discontinued operation, the comparative statement of profit or loss and OCI is re-presented as if the operation
had been discontinued from the start of the comparative year.
D. Disclosure of non-GAAP financial information
Non-GAAP reporting measures have been presented in the consolidated statement of profit or loss or referenced to in the notes to the
consolidated financial statements. The following non-GAAP measures are relevant to the understanding of the Group financial performance:
– Operating EBITDA represents earnings before net interest and finance costs, income tax, depreciation, amortisation, results from discontinued
operations, fair value adjustments and non-operating items.
– EBITDA represents earnings before net interest and finance costs, income tax, depreciation, amortisation and the results from discontinued
operations.
– Basic & diluted EPS on issued ordinary shares at the end of the period represents the net profit after tax for the reporting period divided by the
outstanding number of shares as at the end of the reporting period.
– Impact of NZ IFRS 16 on the consolidated financial statements for the year ended 30 June 2020.
The Directors and management believe the Operating EBITDA and EBITDA measures provide useful information as they provide valuable insight
on the underlying performance of the business. They are used internally to evaluate the underlying performance of the business and to analyse
trends.
Due to the share consolidation which occurred in August 2019, the Directors and management consider the basic & diluted EPS on issued ordinary
shares at the end of the period measure facilitates a more meaningful comparison against the dividend per share measure for the 2020 year.
These measures are not uniformly defined or utilised by all companies. Accordingly, these measures may not be comparable with similarly titled
measures used by other companies. Non-GAAP financial measures should not be viewed in isolation nor considered as a substitute for measures
reported in accordance with NZ IFRS.
27 OTHER SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
E. Standards issued but not yet effective
A number of new standards and interpretations are not yet effective for the year ended 30 June 2020 and have not been applied in preparing
these consolidated financial statements. These include:
– Definition of Material (Amendment to IAS 1 and IAS 8)
– A variety of minor improvements to standards have been made in order to clarify various treatments of specific transactions.
The above are not expected to have a significant impact on the Group’s consolidated financial statements.
28 CAPITAL AND RESERVES
Share capital
All shares are ordinary fully paid shares with no par value, carry equal voting rights and share equally in any profit on the winding up of the Group.
Foreign currency translation reserve
The translation reserve comprises all foreign currency differences arising from the translation of the consolidated financial statements of foreign
operations and the translation of liabilities that hedge the Group’s net investment in a foreign subsidiary. Following the sale of the Seed & Grain
segment which includes all of the Group’s foreign operations and subsidiaries, the amount in the translation reserve has been taken to profit or loss
(within gain on sale in discontinued operations) and the translation reserve was cleared to nil.
Realised capital and revaluation reserve
The realised capital reserve comprises the cumulative net capital gains that have been realised. The revaluation reserve relates to historic
revaluations of property, plant and equipment. The balances relating to the Seed & Grain segment have been transferred to retained earnings.
Defined benefit plan reserve
The defined benefit plan reserve contains actuarial gains and losses on plan assets and defined benefit obligations. During the year ended 30 June
2020, no amount was transferred from the defined benefit reserve to retained earnings (30 June 2019: $2.77 million which represented the tax
impact of lump sum cash contributions made during that year).
Fair value reserve
The fair value reserve comprises the cumulative net change in the fair value of available-for-sale financial assets and equity investments elected at
fair value through other comprehensive income until the investments are derecognised or impaired.
Retained earnings
Retained earnings equals accumulated undistributed profit.
Dividends
The following dividends were declared and paid by the Company during the year.
PAYMENT DATE $ PER SHARE
2020 interim dividend – fully imputed (post-share consolidation) 3 April 2020 0.09000
2019 final dividend – fully imputed (post-share consolidation) 2 October 2019 0.07500
2019 interim dividend – fully imputed (pre-share consolidation) 5 April 2019 0.00750
2018 final dividend – fully imputed (pre-share consolidation) 3 October 2018 0.01250
Share Capital Accounting Policies
Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction
from equity.
Repurchase of ordinary shares
When shares recognised as equity are repurchased, the amount of the consideration paid, including directly attributable costs, is recognised
as a deduction from equity. Repurchased shares are cancelled. However, treasury stock for which unrestricted ownership has not yet been
transferred are not cancelled.
76 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 77
ADDITIONAL FINANCIAL DISCLOSURES
78 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 79
FOREIGN CURRENCY REALISED CAPITAL
SHARE TRANSLATION AND REVALUATION DEFINED BENEFIT FAIR VALUE RETAINED NON-CONTROLLING TOTAL
CAPITAL RESERVE RESERVES PLAN RESERVE RESERVE EARNINGS INTEREST EQUITY
$000 $000 $000 $000 $000 $000 $000 $000
Balance at 1 July 2018 606,324 (3,723) 23,999 (9,042) (2,587) (329,987) 2,478 287,462
Adjustment on adoption of NZ IFRS 9, net of tax – – – – – (324) – (324)
Adjusted balance at 1 July 2018 606,324 (3,723) 23,999 (9,042) (2,587) (330,311) 2,478 287,138
Total comprehensive income for the period
Profit or loss – – – – – 131,123 683 131,806
Other comprehensive income
Foreign currency translation differences – (867) – – – – (17) (884)
Changes in asset revaluation reserve – – 403 – – – – 403
Changes in fair value of equity instruments, net of tax – – – – 21 – – 21
Defined benefit plan actuarial gain/(loss), net of tax – – – (5,398) – – – (5,398)
Total other comprehensive income – (867) 403 (5,398) 21 – (17) (5,858)
Total comprehensive income for the period – (867) 403 (5,398) 21 131,123 666 125,948
Transactions with shareholders recorded directly in equity
Contributions by and distributions to shareholders
Share repurchase and cancellation (6) – – – – – – (6)
Dividends to shareholders – – – – – (15,267) (1,189) (16,456)
Total contributions by and distributions to shareholders (6) – – – – (15,267) (1,189) (16,462)
Sale of PGG Wrightson Seed Holdings Limited
Reclassification of reserves to profit or loss – 3,741 – – – – (2,101) 1,640
Reclassification of reserves to retained earnings – 849 260 – – (1,255) 146 –
Total reclassification to profit or loss – 4,590 260 – – (1,255) (1,955) 1,640
Transfer to retained earnings – – – 2,768 – (2,768) – –
Balance at 30 June 2019 606,318 – 24,662 (11,672) (2,566) (218,478) – 398,264
Balance at 1 July 2019 606,318 – 24,662 (11,672) (2,566) (218,478) – 398,264
Total comprehensive income for the period
Profit or loss – – – – – 7,840 – 7,840
Other comprehensive income
Defined benefit plan actuarial gain/(loss), net of tax – – – (2,838) – – – (2,838)
Total other comprehensive income – – – (2,838) – – – (2,838)
Total comprehensive income for the period – – – (2,838) – 7,840 – 5,002
Transactions with shareholders recorded directly in equity
Contributions by and distributions to shareholders
Share repurchase and cancellation (234,000) – – – – – – (234,000)
Dividends to shareholders – – – – – (12,564) – (12,564)
Total contributions by and distributions to shareholders (234,000) – – – – (12,564) – (246,564)
Balance at 30 June 2020 372,318 – 24,662 (14,510) (2,566) (223,202) – 156,702
The accompanying notes form an integral part of these consolidated financial statements.
PGG WRIGHTSON LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2020
80 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 81
35 to 79:
$
i
82 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 83
84 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 85
Corporate Governance
and Board Charter
Incorporating Disclosure of Compliance with the NZX Corporate Governance Code
Introduction
The Board of PGG Wrightson Limited is committed to acting with integrity and expects high standards of behaviour and accountability from all of
PGG Wrightson’s officers and staff. As part of this commitment, the Board has adopted this Corporate Governance Code which incorporates the
Board Charter in section 2 below.
PGG Wrightson has applied the new NZX Listing Rules from 1 July 2019.
PGG Wrightson complies with the Recommendations in the NZX 2019 Corporate Governance Code (NZX Code) except where specifically
disclosed in this annual report. This Corporate Governance section is current as at 30 June 2020 and has been approved by PGG Wrightson’s Board
of Directors.
The Board’s primary objective is the creation of shareholder value through following appropriate strategies and ensuring effective and innovative
use of PGG Wrightson’s resources in providing customer satisfaction. PGG Wrightson will be a good employer and a responsible corporate citizen.
Principle 1 – Code of Ethical Behaviour
“Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable
for these standards being followed throughout the organisation.”
1.1 PGG Wrightson Code of Conduct
Directors recognise that it is their role to set high standards of
ethical behaviour, model this behaviour and hold management
accountable for observing, fostering and delivering high ethical
standards throughout PGG Wrightson. Directors and employees
are expected to act honestly and in the best interests of PGG
Wrightson, as required by law, and taking account of interests of
shareholders and other stakeholders.
In compliance with NZX Code Recommendation 1.1, the Board
has several documents that codify minimum standards of ethical
behaviour, being the:
Corporate Governance Code and Board Charter which is
available at www.pggwrightson.co.nz under Our Company >
Governance;
Conflict of Interest Policy;
Fraud Prevention and Response Policy; and
Whistle-Blower Policy.
The Code of Conduct requires all PGG Wrightson, directors and
employees, to observe the highest of standards of ethics and
conduct, in alignment with these PGG Wrightson Values:
Accountability:
Stand by our word and meet commitments.
Be accountable to our customers and each other.
Leadership:
Set standards and exceed expectations.
Take action and strive to excel.
Lead through innovation.
Integrity:
Operate ethically and with integrity.
Treat others with respect.
Act professionally.
Smarter:
Find ways to be more effective and efficient.
Think, decide and act quickly (without compromising quality).
Learn from mistakes and celebrate successes.
Teamwork:
Share knowledge and information.
Work together to create solutions.
Think and act as ‘One-PGW’.
The Code of Conduct is intended to guide directors and
employees in carrying out their duties and responsibilities. It
supports decision-making that is consistent with PGG Wrightson’s
values and obligations, rather than prescribing a complete
list of acceptable and non-acceptable behaviour. It reflects
expectations that directors and employees of the PGG Wrightson
will:
Comply with standards including all applicable laws,
regulations, codes, policies and procedures and lawful and
reasonable directions;
Behave in a professional manner in a way that upholds the
PGG Wrightson Values and maintains public confidence in
our professionalism, honesty and integrity;
Use PGG Wrightson resources, assets, time, funds and
information only for their authorised/intended purpose;
Treat customers, suppliers, other PGG Wrightson personnel
and third parties with respect, courtesy and dignity;
Ensure their own and others’ health, safety and wellbeing in
the workplace, and protect the environment;
Avoid and/or disclose any Conflicts of Interest (real or
apparent). PGG Wrightson has a detailed Conflicts of Interest
Policy which contains good practice guidelines surrounding
the identification, disclosure and management of staff
conflicts of interest;
Follow company policy on receiving and giving gifts and
gratuities;
Protect PGG Wrightson Assets and comply with our Group
Fraud Prevention Policy;
Give proper attention to all matters and create an open
communication environment that results in all material
items being brought to the attention of directors and the
appropriate management; and
Protect the confidentiality of and intellectual property rights
in all non-public information about our customers, suppliers,
PGG Wrightson personnel and business.
The Code of Conduct, and where to find it, is communicated to
all staff and is included in regular staff training and inductions.
The Code of Conduct provides mechanisms to report breaches
of the Code including unethical behaviour and specifies the
disciplinary procedures in place for any breaches. It is the
responsibility of the Board to review the Code of Conduct, to
implement the Code and to monitor compliance. The Board
receives reports on compliance with the Code of Conduct from
its internal audit function. No instances of material breaches have
been reported.
PGG Wrightson has a Whistle-Blower policy that allows any
reports of serious wrongdoing including material breaches of
the Code of Conduct to be made on a protected disclosure basis,
which contains a process for direct access to an independent
director, to help encourage a culture of promoting ethical
behaviour and being able to speak up.
PGG Wrightson maintains a Directors and Officers Interests
Register which is regularly updated, documenting interests
disclosed by all Board members and senior management.
The statutory disclosures section in the 2020 Annual Report is
compiled from entries in the Directors Interests Register during
the reporting period. Directors may not participate in Board
discussions nor vote on matters in which they have a personal
interest.
1.2 Securities Trading Policy
In compliance with NZX Code Recommendation 1.2, the
Company has a detailed financial product trading policy
applying to all Directors and staff which incorporates insider
trading restraints, and rules. The Securities Trading Policy, which
is available at www.pggwrightson.co.nz
under Our Company
> Governance, specifies that no director or employee may
buy or sell PGG Wrightson shares while in possession of inside
information. Inside information is material information that is
not generally available to the market. The policy also states
that Directors and staff in possession of inside information
cannot directly or indirectly advise or encourage any person to
deal in PGG Wrightson shares. Compliance with the Securities
Trading Policy is monitored through the consent process, by
education and by notification by PGG Wrightson’s share registrar
Computershare when any Director or Officer engages in trading
activities. Trading in PGG Wrightson shares by Directors and
Officers is disclosed to the NZX.
86 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 87
Principle 2 – Board Composition & Performance incorporating
PGG Wrightson’s Board Charter
“To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and perspectives.”
2.1 This section 2 outlines the Board’s Charter which is in compliance
with NZX Code Recommendation 2.1. The Board is committed
to the principle that there should be a balance of independence,
skills, knowledge and experience among Directors so that the
Board works effectively. Directors are, except where permitted
by law, required to act in the best interests of PGG Wrightson
and to give proper attention to the matters before them. The
Board is satisfied that the Directors commit the time needed
to be fully effective in the role. Directors are entitled to seek
independent professional advice to assist them in meeting their
responsibilities. The Board is responsible for:
overall governance;
employing the Chief Executive Officer;
providing strategic leadership and overseeing the
development, adoption and communication of a clear
strategy for the business;
overseeing management’s implementation of PGG
Wrightson’s strategic objectives and performance;
overseeing accounting and reporting systems (including
the external audit) and PGG Wrightson’s compliance with its
continuous disclosure obligations;
adopting and reviewing a risk management framework;
approval of PGG Wrightson’s operating budgets/major
capital expenditure; and
adoption of PGG Wrightson’s remuneration policy and other
corporate governance documents.
There is a clear understanding of the division of responsibilities
between, and the respective roles of, the Board and
management. To ensure efficiency, the Board has delegated
to the Chief Executive Officer and subsidiary company boards
the day to day management and leadership of PGG Wrightson
operations. The Company has a formal delegated authority
framework and policy that sets out matters reserved for the
Board and sub-delegates certain authorities to the Chief
Executive Officer and Managers within defined limits.
2.2 In compliance with NZX Code Recommendation 2.2 that
every issuer should have a procedure for the nomination
and appointment of directors to the Board. This is done
as circumstances require. PGG Wrightson has a formal and
transparent method for the nomination and appointment of
directors to the Board – nominations are publicly called for by
notice on the NZX and considered at the Annual Meeting. Checks
will be done and key information about a candidate provided
to shareholders in the Notice of Annual Meeting, including any
material adverse information disclosed in the checks where a
candidate is standing for the first time or the term of office if
seeking re-election. Directors may be appointed by the Board
between Annual Meetings as permitted by the Constitution but
are required to seek re-election at the next Annual Meeting. The
Constitution contains no provisions for compulsory retirement or
a fixed tenure for Directors, although Directors must periodically
retire and seek re-election in accordance with the Constitution
and NZX Listing Rules.
2.3 In compliance with NZX Code Recommendation 2.3 that an
issuer should enter into written agreements with each newly
appointed Director establishing the terms of their appointment.
The Board has a template Director Letter of Appointment
available for use which sets out the written expectations of
Directors and which is used for all new Directors.
2.4 In compliance with NZX Code Recommendation 2.4, information
about each Director is disclosed in this annual report, including a
profile of experience, length of service, independence, ownership
interests and attendance at Board meetings. As at 30 June 2020
the Board had five Directors. Their experience, qualifications
and the value that they contribute to the Board are listed in
the Board of Directors biographies set out in the 2020 Annual
Report. The full Board met seven times during the year ended
30 June 2020, including conference calls and video-meetings.
Directors also meet on other occasions for strategic planning
and held conference calls from time to time as required. The
attendance at Board meetings of all Directors who served during
the financial year to 30 June 2020 is set out below, including
attendance in part:
Corporate
Governance and
Board Charter
continued
2.5 In compliance with NZX Code Recommendation 2.5, the Board
has a Diversity Policy which is available at www.pggwrightson.
co.nz under Our Company > Governance. Attributes that are
particularly relevant to PGG Wrightson are culture, ethnicity/
nationality, gender and skills. The Board has evaluated PGG
Wrightson’s performance against its Diversity Policy objectives
which relate to the working environment, employment and
selection opportunities, Board appointment recommendations,
leadership training and HR management support, and considers
that these objectives have been met.
The table below lists the numerical quantitative breakdown of
the gender composition of PGG Wrightson’s Board of Directors
and its Officers as at 30 June 2020 and comparative figures for
30 June 2019. An Officer means a person, however designated,
who is concerned or takes part in the management of PGG
Wrightson's business, but excludes a person who does not report
directly to the Board or who does not report directly to a person
who reports to the Board.
PGG WRIGHTSON LTD’S
BOARD OF DIRECTORS AS AT
30 JUNE 2020
PGG WRIGHTSON LTD’S
BOARD OF DIRECTORS AS
AT 30 JUNE 2019
PGG WRIGHTSON LTD’S
OFFICERS
AS AT 30 JUNE 2020
PGG WRIGHTSON LTD’S
OFFICERS
AS AT 30 JUNE 2019
PGG WRIGHTSON GROUP
WORKFORCE*
AS AT 30 JUNE 2020
PGG WRIGHTSON GROUP
WORKFORCE*
AS AT 30 JUNE 2019
Number of Males 4577933989
Percentage of Males 80%83%88%88%60%61%
Number of Females 1111621629
Percentage of Females 20%17%12%12%40%39%
* Calculation methodology excludes casuals, fixed term employees and independent commission agents/independent contractors.
DIRECTOR
NUMBER OF
BOARD MEETINGS
ATTENDED
NUMBER OF
AUDIT COMMITTEE
MEETINGS ATTENDED
NUMBER OF
REMUNERATION
COMMITTEE
MEETINGS ATTENDED
Rodger Finlay 7 (2 via Audio/Video)42
Sarah Brown7
(2 via Audio/Video)2 (via Audio)2
David Cushing7
(2 via Audio/Video)4 (1 via Video)2
Joo Hai Lee7
(4 via Audio/Video)4 (4 via Video)2
U Kean Seng7
(4 via Audio/Video)01
Ronald Seah
(to 31 August 2019)101
2.6 In compliance with NZX Code Recommendation 2.6, Directors
are expected to undertake appropriate training to remain current
on how best to perform their duties as a Director of a listed
company. Directors are regularly updated on relevant industry
and company issues, undertake visits to PGG Wrightson and
customer branches and operations, and receive briefings from
Executive Managers from all Business Units. Directors are able
to attend PGG Wrightson Business Unit conference sessions to
further their training.
2.7 In compliance with NZX Code Recommendation 2.7, the Board
has a process to regularly assess the performance of each
Director, the Board as a whole, and Board Committees.
2.8 In compliance with NZX Code Recommendation 2.8, a majority
of the Board are Independent Directors, with three out of
five Directors being independent. In accordance with NZX
requirements, no less than one third of the total number of
Directors are required to be Independent Directors. The Board
meets this requirement. The Board defines an Independent
Director as one who:
is not an executive of the Company; and
has no disqualifying relationship within the meaning of the
NZX Listing Rules.
The statutory disclosures section in the 2020 Annual Report lists
the Company’s Directors’ independence status. The Board reviews
any determination that it makes on a Director’s independence on
becoming aware of any information that indicates that a Director
may have a relevant material relationship. Directors are required
to immediately advise of any new or changed relationships so
the Board can consider and determine its materiality. Directors’
interests including other relevant directorships that they hold are
listed on pages 92 to 93 of the 2020 Annual Report. None of the
Directors sit on any PGG Wrightson companies apart from the
parent PGG Wrightson Limited.
2.9 In compliance with NZX Code Recommendation 2.9, the
Chairman Rodger Finlay is an Independent Director.
Principle 3 - Board Committees
“The board should use committees where this will enhance its effectiveness in key areas, while still retaining board responsibility.”
The Board has delegated some of its powers to Board
Committees where it will enhance its effectiveness in key areas
while still retaining Board responsibility. As at 30 June 2020 the
Board had two standing Committees – the Audit Committee, the
Remuneration and Appointments Committee.
The Committees are made up of a minimum of three non-
Executive Director members and each Committee has a written
Board-approved charter which outlines that Committee’s
role, rights, responsibilities, membership requirements and
relationship with the Board. In compliance with NZX Code
Recommendation 2.7, the Board has a process to formally
review the performance of each Committee from time to time
in accordance with the relevant Committee’s written charter.
Proceedings of Committees are reported back to the full Board to
allow other Directors to question Committee members.
88 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 89
3.1 Audit Committee
In compliance with NZX Code Recommendation 3.1, as explained
below, the Audit Committee operates under a written charter,
membership is majority independent and comprises solely of
non-Executive Directors. The Chairman of the Audit Committee,
David Cushing is an Independent Director and is not also the
Chairman of the Board.
The Audit Committee Charter is available on PGG Wrightson’s
website at www.pggwrightson.co.nz under Our Company >
Governance.
The members of the Audit Committee are currently David
Cushing (Chairman), Rodger Finlay and Joo Hai Lee. The majority
of the members of the Audit Committee are Independent
Directors. No member of the Audit Committee is an Executive
Director. The Audit Committee has appropriate financial
expertise, with all current members having an accounting or
financial background. The Audit Committee met four times
during the financial year.
The main responsibilities of the Audit Committee are:
Ensuring effectiveness of the accounting and internal control
systems;
Ensuring the Board is properly and regularly informed and
updated on corporate financial matters;
Monitoring and reviewing the independent and internal
auditing practices;
Recommending the appointment and removal of the
external auditor and considering a change in the lead audit
partner where the auditors continue in office for a period
exceeding five years;
Ensuring the ability and independence of the auditors to
carry out their statutory audit role is not impaired or could
reasonably be perceived to be impaired;
To interface with management, internal auditors and
external auditors and review the financial reports, as well as
advising all Directors whether they comply with appropriate
laws and regulations;
Overseeing matters relating to the values, ethics and
financial integrity of the Group; and
To report Audit Committee proceedings back to the Board.
The Audit Committee has the authority to appoint outside legal
or other professional advisors if it considers necessary. The Audit
Committee on occasions meets with the internal auditors and
external auditors without management present.
3.2 In compliance with NZX Code Recommendation 3.2, employees
only attend Committee meetings at the invitation of the
Committee as is considered appropriate.
3.3 Remuneration and Appointments Committee
In compliance with NZX Code Recommendation 3.3, the
Remuneration and Appointments Committee operates under a
written Charter, and the majority of members are independent
directors as the Committee is comprised of the full Board. In
compliance with NZX Code Recommendation 4.2 the Charter is
available on PGG Wrightson’s website at www.pggwrightson.
co.nz under Our Company > Governance. The Remuneration
and Appointments Committee is chaired by Rodger Finlay. The
Remuneration and Appointments Committee met twice during
the financial year as part of a full Board meeting. Employees only
attend Committee meetings at the invitation of the Committee
as is considered appropriate.
The main responsibilities of the Remuneration and Appointments
Committee are:
To undertake an annual performance appraisal of the Chief
Executive Officer and review the appraisal of direct reports to
the Chief Executive Officer;
To review compensation policy and procedures, including
employee benefits and superannuation, and recommend
to the Board remuneration changes for the Chief Executive
Officer and direct reports to the Chief Executive Officer;
To review succession planning and senior management
development plans; and
To report Committee proceedings back to the Board.
The role of the Remuneration and Appointments Committee as
set out in its Charter will be expanded to include the function
of recommending remuneration packages for Directors to
shareholders in future when such a recommendation to
shareholders is put forward.
3.4 In relation to NZX Code Recommendation 3.4, the Board does
not have a nomination Committee to recommend director
appointments to the Board as that is carried out by the whole
Board.
3.5 In compliance with NZX Code Recommendation 3.5, the Board
has considered but does not think it is currently necessary to
have any other Board committees as standing Board committees.
Other committees are formed as and when required.
3.6 In relation to NZX Code Recommendation 3.6, if and when
necessary the Board will establish appropriate protocols that set
out the procedure to be followed if there is a takeover offer for
the issuer including any communication between insiders and
the bidder. The protocols will disclose the scope of independent
advisory reports to shareholders, the option of establishing an
independent takeover committee, and the likely composition
and implementation of an independent takeover committee. The
Board does not consider it necessary to establish such protocols
in advance as standing protocols but will do so if the need arises.
Corporate
Governance and
Board Charter
continued
Principle 4 – Reporting and Disclosure
“The board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of
corporate disclosures.”
4.1 The Board endorses the principle that it should demand
integrity both in financial and non-financial reporting and in the
provision by management of information of sufficient content,
balance, quality and timeliness to enable the Board to effectively
discharge its disclosure duties.
In compliance with NZX Code Recommendation 4.1, the Board
has adopted a Continuous Disclosure Policy which is available
on PGG Wrightson’s website at www.pggwrightson.co.nz
under Our Company > Governance. The Company will provide
timely and adequate disclosure of information on matters of
material impact to shareholders and comply with the continuous
disclosure and other listing requirements of the NZX relating to
shareholder reporting. PGG Wrightson has established and will
maintain processes for the provision of information to the Board
by management of sufficient content, quality and timeliness, as
the Board considers necessary to enable the Board to effectively
discharge its duties.
4.2 In compliance with NZX Code Recommendation 4.2, PGG
Wrightson’s Code of Conduct, Board and Committee Charters,
Diversity Policy and other key governance policies are available
to view on PGG Wrightson’s website at www.pggwrightson.
co.nz under Our Company > Governance.
4.3 In compliance with NZX Code Recommendation 4.3, PGG
Wrightson considers that its financial reporting is balanced, clear
and objective. The Board receives assurances from the Chief
Executive Officer and Chief Financial Officer that the Directors’
declaration provided in accordance with International Financial
Reporting Standards (IFRS) and NZ IFRS is founded on a sound
system of risk management and internal control, and that the
system is operating effectively in all material respects in relation
to financial reporting risks.
4.4 PGG Wrightson considers that its non-financial reporting is
informative, contains forward-looking assessment, and aligns
with key strategies and metrics monitored by the Board. Non-
financial disclosure, including material environmental, economic
and social sustainability factors and practices, risks and other key
risks, risk management and relevant internal controls, is outlined
in various sections of this annual report. The Company also
communicates through the Interim and Annual Reports,
releases to the NZX and media, and on its website at
www.pggwrightson.co.nz.
Principle 5 - Remuneration
“The remuneration of directors and executives should be transparent, fair and reasonable.”
5.1 The Board is committed to the policy that remuneration of
Directors and Officers/Executives should be transparent, fair
and reasonable. The Board’s Remuneration Policy for Directors is
that Directors’ fees in aggregate must be formally approved by
shareholders. In compliance with NZX Code Recommendation
5.1, the statutory disclosures section in the 2020 Annual Report
lists the Company’s Directors’ actual remuneration including
any Board Committee fees paid. There are no performance
incentives for any Directors. The Board has not elected to create a
performance-based Equity Security Compensation Plan. Further
the Board supports Directors investing a portion of their Directors’
remuneration in purchasing shares in the Company but it does
not consider this should be mandatory.
5.2 The Board considers that it partially complies with NZX Code
Recommendation 5.2, being that PGG Wrightson’s policy for
remuneration of Officers outlines the relative weightings of
remuneration components and relevant performance criteria.
Directors’ remuneration does not have performance criteria
attached to it. All executive officer remuneration incentives align
with financial and non-financial performance measures relating
to PGG Wrightson’s objectives and are compatible with PGG
Wrightson’s risk management policies and systems.
5.3 In compliance with NZX Code Recommendation 5.3, the
remuneration arrangements in place for the Chief Executive
Officer during the year ended 30 June 2020 including disclosure
of the base salary, short-term incentive and the performance
criteria used to determine performance-based payments, are
outlined on page 96 of this annual report.
90 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 91
Principle 6 – Risk Management
“Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The board
should regularly verify that the issuer has appropriate processes that identify and manage potential and material risks.”
6.1 In compliance with NZX Code Recommendation 6.1, PGG
Wrightson has in place a risk management framework for its
business to manage any existing risks and to report the material
risks facing the business and how these are being managed. The
Board receives and reviews regular reports.
It is the responsibility of the Board to monitor the broader
risk management processes in place to identify and
manage potential and relevant risks. Directors have a sound
understanding of the key risks faced by the business.
In discharging this obligation, the Board has:
In conjunction with the Chief Executive Officer, Audit
Committee, internal and external audit, set up and
monitored rigorous processes for risk management and
internal controls to ensure that management prudently and
efficiently manage resources, and the identification of the
nature and magnitude of the Company’s material risks. PGG
Wrightson has a comprehensive Risk Policy and Group Risk
Management Framework;
Considered the nature and extent of risks the Board is
willing to take to achieve its strategic objectives. The
Company is committed to the management of risk to
achieve sustainability of service, employment and profits,
and therefore takes on controlled amounts of risk when
considered appropriate;
In conjunction with the Chief Executive Officer and Audit
Committee, reviewed the effectiveness and integrity of
compliance and risk management systems within the
business. The Board receives and reviews regular reports
on the operation of the risk management framework that
includes policies and internal control processes, as well as
any developments in relation to key risks. Reports include
oversight of the Company’s Group risk register and highlight
the main risks to the Company’s performance and the steps
being taken to manage these; and
Established a separate management Risk and Compliance
Committee that is responsible for the oversight of business
risks and future risk strategy.
The Board maintains insurance coverage with reputable insurers
for relevant insurable risks and recently renewed its insurance
policies in accordance with the policy approach determined by
the Board.
6.2 In compliance with NZX Code Recommendation 6.2, PGG
Wrightson has on pages 7 to 8 of this 2020 Annual Report
disclosed how it manages its health and safety risks and has
reported on our health and safety risks, performance and
management.
Principle 7 – Auditors
“The board should ensure the quality and independence of the external audit process.”
7.1 In compliance with NZX Code Recommendation 7.1, the Board
has established a framework as set out below for the Company’s
relationship with its external auditors. This includes procedures:
(a) for sustaining communication with the external auditors;
(b) to ensure that the ability of the external auditors to carry out
their statutory audit role is not impaired, or could reasonably
be perceived to be impaired;
(c) to address what, if any, services (whether by type or level)
other than their statutory audit roles may be provided by the
auditors; and
(d) to provide for the monitoring and approval by the Audit
Committee of any service provided by the external auditors
other than in their statutory audit role.
The Board subscribes to the principle that it has a key function
to ensure the quality and independence of the external
audit process. The Board operates formal and transparent
procedures for sustaining communication with PGG Wrightson’s
independent and internal auditors. The Board seeks to ensure
that the ability, objectivity and independence of the auditors
to carry out their statutory audit role is not compromised or
impaired or could reasonably be perceived to be compromised
or impaired. The auditors are invited to attend all Audit
Committee meetings (except where auditor remuneration is
discussed). This attendance can include invitations for private
sessions between the Audit Committee and the external auditor
without management present. In addition, the lead audit partner
of the external auditor is rotated at least every five years.
To ensure there is no conflict with other services that may be
provided by the external auditors, the Company has adopted a
policy whereby the external auditors will not provide any other
services unless specifically approved by the Audit Committee.
Corporate
Governance and
Board Charter
continued
The external auditors KPMG did provide some small value non-
financial statement audit work in the year ended 30 June 2020
which was pre-approved by the Audit Committee. The nature of
the types of work completed and the remuneration received is
disclosed on page 47 of the Annual Report. The external auditors
confirmed in their audit report on pages 80 to 83 of this Annual
Report that those matters did not impair their independence as
auditor of the Group.
7.2 In compliance with NZX Code Recommendation 7.2, the external
auditor attends the Annual Meeting to answer questions from
shareholders in relation to the audit.
7.3 In compliance with NZX Code Recommendation 7.3, PGG
Wrightson’s internal audit functions are disclosed here. The
internal audit function comprised a Manager supported by a
panel of co-source external providers. The internal audit function
is responsible for carrying out internal audits in accordance with
the internal audit plan approved by the Audit Committee. The
function reviews and reports on the effectiveness of internal
control systems and processes for the Company.
Principle 8 – Shareholder Rights & Relations
“The board should respect the rights of shareholders and foster constructive relationships with shareholders that encourage
them to engage with the issuer.”
8.1 While the Company does not have a formal shareholder
or stakeholder relations policy, the Board actively fosters
constructive relationships with its shareholders, as appropriate.
The Board is at all times cognisant of the need to protect and act
in the best interests of the Company’s shareholders.
In compliance with NZX Code Recommendation 8.1, PGG
Wrightson’s website www.pggwrightson.co.nz has an Investors
Section where investors and interested stakeholders can
access financial and operational information and key corporate
governance information. This contains key governance
documents and policies, contact details for investor matters,
current and past Annual Reports, notices of meetings and
other key dates in the investor schedule, the constitution,
media releases and NZX announcements, periodic financial
information, dividend histories and other information. PGG
Wrightson lists its Business Unit descriptions and key activities
on its website, and its releases contain information on business
goals and performance. The Company encourages shareholder
participation at the Annual Meeting, by providing as an item of
General Business, the conducting of a shareholder discussion,
where a reasonable opportunity is given for shareholders to
question, discuss or comment on the management of the
Company.
8.2 In compliance with NZX Code Recommendation 8.2, PGG
Wrightson allows investors the ability to communicate with
it, including providing the option to receive communications
electronically. The Company has continued to seek to improve
shareholder participation, efficiency and cost effectiveness of
communication with shareholders by offering them its e-comms
programme, where shareholders can elect to receive their
security holder communications by electronic communications.
8.3 In compliance with NZX Code Recommendation 8.3,
shareholders have the right to vote on major decisions which
may change the nature of the Company.
8.4 If PGG Wrightson was seeking additional equity capital in the
future, it would consider the recommendation in NZX Code
Recommendation 8.4 to offer further equity securities to existing
equity security holders of the same class on a pro rata basis and
no less favourable terms before further equity securities are
offered to other investors.
8.5 In compliance with NZX Code Recommendation 8.5, the
shareholders’ Notice of Annual Meeting is posted on the
website as soon as possible and at least 20 working days prior to
the meeting.
9 Annual Review
9.1 A review of this Corporate Governance Code and associated
processes and procedures is completed on an annual basis
to ensure the Company adheres to best practice governance
principles (as promulgated by the relevant authoritative bodies)
and maintains high ethical standards.
92 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 93
The following particulars of notices were given by Directors of the Company pursuant to
section 140(2) of the Companies Act 1993 for the year 1 July 2019 to 30 June 2020
DIRECTOR INTEREST ORGANISATION
R J Finlay
Chairman Chairman Mundane Asset Management Limited (UK)
Independent Advisory Panel of Provincial Growth Fund
St Andrews College Foundation (Trustee)
NZ Post Limited
Deputy Chairman Rural Equities Limited
Director Provincial Growth Fund Limited
Moeraki Limited
Ngāi Tahu Holdings Corporation Limited
Kiwi Group Holdings Limited
Mundane World Leaders Fund Limited (Cayman)
Trustee Burnett Valley Trust
J H Lee
Deputy Chairman Director Hyflux Ltd
Agria Corporation
Agria (Singapore) Pte Ltd
Lung Kee (Bermuda) Holdings Limited
IPC Corporation Ltd
S Brown
Director Electricity Invercargill Limited
PowerNet Limited
OtagoNet Limited
OtagoNet Properties Limited
Electricity Southland Limited
Pylon Limited
Panellist Independent Advisory Panel for the Provincial Growth Fund
Trustee Southland Boys High School Board of Trustees
Turnbull Trust
Statutory
Disclosures
DIRECTOR INTEREST ORGANISATION
B D Cushing
Executive Chairman Rural Equities Limited
Director Skellerup Holdings Limited
H & G Limited
Red Steel Limited
Makowai Farm Limited
U Kean Seng
Head of Corporate Agria Corporation
and Legal Affairs
L S Seah*
*
Retired 31 August 2019 Chairman Nucleus Connect Pte Limited
Director M&C Reit Management Limited
M&C Business Trust Management Limited
Global Investments Limited
Telechoice International Limited
Yanlord Land Group Limited
Non-Executive Director Life Health Group Ltd
Life Clinic Ltd
Sole Proprietor Soft Capital Sg
In addition, R Finlay and B D Cushing advised that they hold interests in farming operations that transact business with PGG Wrightson Limited
companies on normal terms of trade.
Directors’ Remuneration
The following persons held office, or ceased to hold office, as a Director during the year to 30 June 2020 and received the following remuneration
(including the value of any benefits). Fees are not paid for membership of the Remuneration & Appointments Committee. Figures are gross and
exclude GST (if any):
DIRECTORPGG WRIGHTSON LIMITEDDIRECTORS’ FEESAUDIT COMMITTEE
AUDIT
COMMITTEE FEES
TOTA L
REMUNERATION
R J FinlayChairman$202,500$10,000$212,500
S Brown$80,000–$80,000
B D Cushing$80,000 Chairman$18,125 $98,125
J H LeeDeputy Chairman$117,500$10,000$127,500
U Kean Seng$80,000–$80,000
L S Seah *$13,333–$13,333
*
Retired 31 August 2019
94 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 95
Directors’ Independence
The Board has determined that as at 30 June 2020:
The following Directors are Independent Directors: R J Finlay, B D Cushing and S Brown.
The following Directors are not Independent Directors by virtue of their association with a substantial product holder: J H Lee and U Kean Seng.
Directors’ Indemnity and Insurance
In accordance with section 162 of the Companies Act 1993 and the Constitution of the Company, the Company has insured Directors and Officers
against liabilities to other parties that may arise from their positions as Directors and Officers of the Company, Subsidiaries and Associates. This
insurance does not cover liabilities arising from criminal actions and deliberate and reckless acts or omissions.
Use of Company Information by Directors
The Board has implemented a protocol governing the disclosure of Company information to its substantial product holders. In accordance with
this protocol and section 145 of the Companies Act 1993, J H Lee and U Kean Seng have given notice that while directors they may disclose certain
information to Agria Corporation in order to seek, and inform the Board of, its view as to the governance and operation of the Company and in
order to enable Agria Corporation to comply with certain statutory obligations.
Employee Remuneration
Set out on page 96 are the numbers of employees of the Company and its subsidiaries who received remuneration and other benefits of $100,000
or more during the year, in their capacity as employees.
The schedule includes:
all monetary payments actually made during the year, including termination payments and the face value of any at-risk long-term incentives
granted, where applicable;
the employer’s contributions to superannuation funds, retiring entitlements, health insurance schemes and other payments to terminating
employees (e.g. long service leave);
livestock employees who are remunerated on a commission basis and whose remuneration fluctuates accordingly from year to year. Livestock
remuneration includes incentives paid in the current year that were earned in respect of the prior year’s performance.
The schedule excludes:
amounts paid post 30 June 2020 that related to services provided in the 2019/2020 financial year;
telephone concessions to some employees that can include free telephone line rental, national and international phone calls
and online services;
independent real estate/livestock commission agents;
any attributed or non-attributed benefits received by employees.
No employees appointed as a director of a subsidiary company of PGG Wrightson Limited receives or retains any remuneration or other benefits
from PGG Wrightson Limited for acting as such.
Statutory
Disclosures
continued
Directors’ Shareholdings
As at 30 June 2020 the following Directors of PGG Wrightson Limited held a beneficial interest in shares in PGG Wrightson Limited:
DIRECTORREGISTERED HOLDERNUMBER OF SHARES
R J FinlayRGH Holdings Limited81,274
S BrownSarah Brown11,400
J H Lee and U Kean Seng are associated persons of substantial product holder Agria (Singapore) Pte Limited holding 33,463,399 shares.
B D Cushing is an associated person of H & G Limited holding 2,006,732 shares.
Directors’ Share Transactions
The following Directors of PGG Wrightson Limited notified the Company of the following share transactions between 1 July 2019
and 30 June 2020.
DIRECTOR REGISTERED HOLDER
NATURE AND
DATE OF TRANSACTION
NUMBER OF
SHARESCONSIDERATION
B D CushingH & G Limited
(beneficial interest)
Pursuant to a court approved
scheme of arrangement, PGW
undertook a 2:1 share split
immediately followed by a 1:2
cancellation on 7 August 2019. This
was followed by a 1/10 share
consolidation on 9 August 2019.
20,067,323 shares
cancelled
$0.31 per share
B D CushingRural Equities Limited (REL)*
(beneficial interest)
On-market purchase
15 August 2019
72,238 purchased$158,121.76
B D CushingRural Equities Limited (REL)*
(beneficial interest)
On-market purchase
16 August 2019
27,035 purchased$61,647.91
B D CushingRural Equities Limited (REL)*
(beneficial interest)
Off-market purchase from
Ngāi Tahu Capital Limited
19 August 2019
2,743,463 purchased$6,447,138.05
B D CushingRural Equities Limited (REL)*
(beneficial interest)
Four on-market purchases
between 26 September
2019 to 2 October 2019
315,577 purchased$729,799
B D CushingRural Equities Limited (REL)*
(beneficial interest)
On-market sale
17 April 2020
3,158,313 sold$8,685,361
R J FinlayRGH Holdings Limited
(beneficial interest)
On-market purchase
30 September 2019
31,069 purchased$72,080.08
R J FinlayRGH Holdings Limited
(beneficial interest)
On-market purchase
3 October 2019
27,300 purchased$63,437.03
R J FinlayRGH Holdings Limited
(beneficial interest)
On-market purchase
4 October 2019
22,905 purchased$53,368.65
S BrownSarah Brown and
Keith William Brown
On-market purchase
29 August 2019
6,400 purchased$15,232.00
S BrownSarah Brown and
Keith William Brown
On-market purchase
5 November 2019
5,000 purchased$12,300.00
* H&G Limited is deemed to have had a relevant interest in REL’s share as it is the legal and beneficial owner of more than 20% of the shares in
REL. B D Cushing has a beneficial interest in H & G Limited.
96 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 97
REMUNERATION RANGENUMBER OF EMPLOYEESREMUNERATION RANGENUMBER OF EMPLOYEES
$100,000 – $110,00052
$110,001 – $120,00059
$120,001 – $130,00031
$130,001 – $140,00032
$140,001 – $150,00033
$150,001 – $160,00025
$160,001 – $170,00012
$170,001 – $180,00022
$180,001 – $190,00012
$190,001 – $200,0007
$200,001 – $210,0004
$210,001 – $220,00015
$220,001 – $230,0007
$230,001 – $240,0003
$240,001 – $250,0002
$250,001 – $260,0003
$260,001 – $270,0002
$280,001 – $290,0002
$290,001 – $300,0001
$300,001 – $310,0002
$310,001 – $320,0001
$320,001 – $330,0002
$330,001 – $340,0001
$340,001 – $350,0001
$350,001 – $360,0002
$360,001 – $370,0001
$370,001 – $380,0002
$380,001 – $390,0001
$390,001 – $400,0001
$400,001 – $410,0001
$420,001 – $430,0001
$430,001 – $440,0001
$500,001 – $510,0001
$610,001 – $620,0001
$770,001 – $780,0001
$790,001 – $800,0001
The Board’s Remuneration and Appointments Committee approves the Group’s remuneration policy. The Committee also reviews and
recommends to the Board for approval the remuneration of the Chief Executive Officer and the remuneration of the executives who report directly
to the Chief Executive Officer.
The Board of Directors’ general policy for Chief Executive remuneration is payment of a base salary and an annual short-term incentive based on
achievement of performance criteria being Financial Results, Strategic Objectives and Safety and Wellbeing performance.
In compliance with the NZX Code Recommendation 5.3, the remuneration arrangements in place for PGG Wrightson’s Chief Executive Officer
Stephen Guerin during the year ended 30 June 2020 are set out below. The Chief Executive Officer received payments totalling $770,440 as follows:
$748,000 – base salary
$22,440 – KiwiSaver employer contribution
The Chief Executive Officer had an annual short-term incentive of 20% of base salary based on achievement of performance criteria being Financial
Results, Strategic Objectives and Safety and Wellbeing performance. Given the impact of COVID-19 on PGG Wrightson’s business, no short-term
incentive was paid for the year ended 30 June 2020.
The Chief Executive Officer has a company vehicle with full private use valued at $20,000pa.
General
Disclosures
Subsidiary Company Directors
The following persons held the office of Director of the respective subsidiaries (as defined in the Companies Act 1993) during the year or part year
as indicated on behalf of the Group. Directors appointed (A) or who resigned (R) during the year or part year are indicated. Staff appointments do
not receive Director fees or other benefits as a Director. Unless otherwise indicated, Group ownership is 100%.
LEGAL COMPANY NAMEPGG WRIGHTSON APPOINTED DIRECTORS
Agriculture New Zealand Limited JS Daly, SJ Guerin
Ag Property Holdings LimitedJS Daly, SJ Guerin
AgriServices South America Limited JS Daly, SJ Guerin
Bidr LimitedSJ Guerin, PJ Moore, PC Scott
Bloch & Behrens Wool (NZ) LimitedJS Daly, SJ Guerin, GW Edwards
NZ Agritrade LimitedJS Daly, SJ Guerin
PGW Rural Capital Limited JS Daly, SJ Guerin
PGG Wrightson Employee Benefits Plan LimitedCD Adam, JS Daly, SJ Guerin
PGG Wrightson Employee Benefits Plan Trustee Limited CD Adam, JS Daly, S Guerin, PR Drury, JA O’Neill (A)
PGG Wrightson Investments LimitedJS Daly, SJ Guerin
PGG Wrightson Real Estate Limited JS Daly, SJ Guerin
PGG Wrightson Trustee LimitedJS Daly, S Guerin
Statutory
Disclosures
continued
98 | PGG WRIGHTSON LIMITEDANNUAL REPORT 2020 | 99
PGG Wrightson Limited is quoted on the New Zealand Stock Market of NZX Limited (code PGW).
As at 30 June 2020, PGG Wrightson Limited had 75,484,083 ordinary shares on issue.
Substantial Product Holders
At 30 June 2020, the following security holders had given notices in accordance with the Financial Markets Conduct Act 2013 that they were, or in
the case of H & G Limited had ceased to be, a substantial product holder in the Company. The number of shares shown below are as recorded in
the Company’s share register at 30 June 2020.
SHAREHOLDER
NUMBER OF SHARES
AT 30 JUNE 2020DATE OF NOTICE
Beijing Holdings BAIC Limited8,382,62630 June 2020
H & G Limited
2,006,73217 April 2020
Agria (Singapore) Pte Limited
33,463,39910 April 2019
Agria Group*
33,463,39917 December 2018
* Agria Group being Agria Group Limited, Agria Corporation, Agria Asia Investments Limited, Agria (Singapore) Pte Ltd, New Hope International and
New Hope Group Co., Ltd as listed in the substantial security product notice.
Twenty Largest Registered Shareholders
The 20 largest shareholders in PGG Wrightson Limited as at 21 August 2020 were:
SHAREHOLDERNUMBER OF SHARES HELD% OF SHARES HELD
1.Agria (Singapore) Pte Limited33,463,399 44.33
2.Beijing Holdings BAIC Limited
8,754,17411.60
3.H & G Limited
2,006,7322.66
4.HSBC Nominees (New Zealand) Limited
1,739,5822.30
5.Forsyth Barr Custodians Limited
1,531,7652.03
6. FNZ Custodians Limited
953,7911.26
7.Nicolaas Johannes Kaptein
500,9620.66
8.Citibank Nominees (New Zealand) Limited
483,2580.64
9.Accident Compensation Corporation
478,7140.63
10.JBWERE (NZ) Nominees Limited
367,0550.49
11. Michael Murray Benjamin
300,0000.40
12.New Zealand Depository Nominee Limited
255,7220.34
13.Leveraged Equities Finance Limited
205,4780.27
14.Robert Vincent Cottrell + Lesley Maureen Cottrell
200,0000.26
15.Woolf Fisher Trust Incorporated
185,0000.25
16.Colin Hugh Notley + Jan Marie Notley
180,0000.24
17.Ian David McIlraith
180,0000.24
18.Totara Grove Investments Limited
180,0000.24
19.JP Morgan Chase Bank NA NZ Branch
167,7160.22
20.Gamma Trust Limited
155,2840.21
Shareholder
Information
Analysis of Shareholdings
Distribution of ordinary shares and shareholdings at 31 July 2020 was:
RANGETOTAL HOLDERSUNITS% UNITS
1 – 4995,767975,4721.30
500 – 9991,324889,8061.18
1,000 – 1,9991,2721,688,4762.24
2,000 – 4,9991,2113,620,5464.80
5,000 – 9,9995073,330,3844.41
10,000 – 49,9994578,090,53510.72
50,000 – 99,999402,761,1773.66
100,000 – 499,999284,377,8845.80
500,000 – 999,99921,294,9601.72
1,000,000 Over648,454,84364.19
Total10,61475,484,083100.00
Registered addresses of shareholders as at 31 July 2020 were:
ADDRESS
NUMBER OF
SHAREHOLDERS
% OF
SHAREHOLDERS
NUMBER OF
SHARES
% OF
SHARES
Singapore100.0933,609,51844.53
New Zealand10,35197.5241,549,98555.04
Australia1391.31169,1020.22
Other1141.07155,4780.21
Total11,577100.0075,484,083100.00
Corporate
Directory
100 | PGG WRIGHTSON LIMITED
Board of Directors
As at 30 June 2020
Rodger Finlay
Chairman
Joo Hai Lee
Deputy Chairman
David Cushing
Sarah Brown
U Kean Seng
Seah Lim Siang (Ronald)
(retired 31 August 2019)
Executive Team
As at 30 June 2020
Stephen Guerin
Chief Executive Officer
Nick Berry
General Manager Retail & Water
Julian Daly
General Manager Corporate Affairs/
Company Secretary
Grant Edwards
General Manager Wool
Peter Moore
General Manager Livestock
Peter Newbold
General Manager Real Estate
Peter Scott
Chief Financial Officer
Rachel Shearer
General Manager Human Resources
(From February 2020)
Registered Office
PGG Wrightson Limited
1 Robin Mann Place
Christchurch Airport
Christchurch 8053
PO Box 292
Christchurch 8140
Telephone:
0800 10 22 76 (NZ only)
+64 3 372 0800 (International)
Email: enquiries@pggwrightson.co.nz
Auditors
KPMG
Level 5
79 Cashel Street
PO Box 1739
Christchurch 8140
Telephone +64 3 363 5600
Company number 142962
NZBN 9429040323497
Managing your shareholding online:
To change your address, update your payment instructions and to
view your investment portfolio, including transactions, please visit:
www.investorcentre.com/nz
General enquiries can be directed to:
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna, Auckland 0622
enquiry@computershare.co.nz
Private Bag 92119, Auckland 1142,
New Zealand
Telephone +64 9 488 8777
Facsimile +64 9 488 8787
Please assist our registrar by quoting your CSN
or shareholder number.
PGG Wrightson Retail Team Leader,
Troy Mackey, arrives at Beaumont
Station near Millers Flat in Central
Otago in July 2020.
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.
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