Seeka announces its 31 December 2020 result
1SEEKA LIMITED | ANNUAL REPORT 2020
2020
ANNUAL REPORT
ANNUAL REPORT 2020 | SEEKA LIMITED2
CONTENTS
1
From the Chairman and Chief Executive
13
Seeka's business
17
Sustainability report
23
2020 financial statements
67
Independent auditor's report
74
Corporate governance and disclosures
92
Directory
1SEEKA LIMITED | ANNUAL REPORT 2020
FROM THE CHAIRMAN AND CHIEF EXECUTIVE
It is our pleasure to provide you with this commentary on Seeka’s financial and operational performance for the year ended
31 December 2020. Without doubt, 2020 was the most challenging year since Psa impacted the kiwifruit industry.
This report provides details on the audited results for the 12 months, operational performance of our business segments, the
impact of Covid-19, health and safety, Seeka’s strategy, capacity and automation, the Seeka team, shareholder dividends and
business outlook.
Covid-19, drought, a change to kiwifruit clearance protocols and severe labour shortages created unprecedented operational
and financial challenges for our New Zealand and Australian businesses. While contending with additional costs from stringent
hygiene protocols, Seeka received no Government wage subsidy in 2020.
Despite the challenges, the Group successfully completed all harvests; an outstanding achievement by our people who continued
to provide an essential service as Covid-19 posed a very real threat to their health and the welfare of their whānau. Our people
responded with commitment and innovation, drawing together as a team to deliver a timely harvest to our growers and business
continuity to our stakeholders. This continued into the second half of the year with the New Zealand avocado and Australian
pear and apricot harvests. Seeka strives to provide our customers with a reliable supply of high-quality produce as we manage
challenges across our supply chain. For example, nearly every consignment of Seeka New Zealand avocados experienced
significant disruption.
Our teams continued to excel and their commitment and drive have delivered our shareholders and growers outstanding results.
The team focussed on getting the job done.
Seeka delivered a higher profit despite facing higher costs, a limited labour force and lower fruit volumes from summer drought.
The company lowered debt and maintained shareholder dividends, and our customers were delighted with the quality of our
produce.
Improving underlying financial performance is a key focus for the company.
Seeka continued to sell down Northland orchards and has sold and leased back three Australian kiwifruit orchards. Taking more
than 12 months to transact, the Australian sale realised profit, lowered debt and provides confidence to continue developing
Australian orchards.
Finally, by way of introduction, Seeka progressed initiatives that address the risks and opportunities of climate change. The
Board established a sustainability committee to work with management and develop actions and strategies to become a more
sustainable business. Seeka’s second annual sustainability report is included in this document with work underway to ensure
Seeka’s environmental, social and governance initiatives will be a feature of stakeholder reporting.
ANNUAL REPORT 2020 | SEEKA LIMITED2
Highlights
Key financial components of the 2020 financial year include:
–$251.5m revenue (previous corresponding period to December 2020 (pcp): $236.9m); up 6%.
–$15.2m profit after tax (pcp: $6.9m); up 120%.
–$16.3m profit before tax (pcp: $9.9m); up 65%.
–$42.9m EBITDA (pcp: $34.5m); up 24%.
–$375.4m of assets; up 2.0% from the pcp.
–$0.22 dividend paid per share or declared during the year.
–$77.9m net interest-bearing debt; a decrease of $38.9m from the pcp (33%).
–$28.2m sale and leaseback of three Australian kiwifruit orchards, the sale lowered debt and realised a $6.2m gain.
–$10.7m sales of Northland orchards for a realised $2.8m gain.
–$5.6m tax benefit from the reintroduction of tax deductibility of depreciation on buildings.
Key operational components include:
–Successful harvest and processing operations across New Zealand and Australia including kiwifruit, avocado, kiwiberry, nashi
and pears.
–Low fruit loss of New Zealand kiwifruit (Hayward conventional 1.25%, Hayward organic 0.38% and SunGold 0.90%) and
delivered industry-leading quality to Zespri.
–33.4m tray equivalents of kiwifruit packed by New Zealand post harvest (pcp: 33.5m).
–Incurred $3.1m of direct Covid-19 costs and an estimated $2.2m of productivity losses.
–Successful and timely completion of the harvest, despite extreme labour shortages.
–Disappointingly three serious harm injuries, two involving forklifts and one involving a tractor; corrective actions and traffic
management plans in place at all sites.
3SEEKA LIMITED | ANNUAL REPORT 2020
Financial performance
The following table outlines Seeka’s performance for the year.
New Zealand dollarsFY2020FY2019Change
Total revenue ($m)
$ 251.5 $ 236.9 6%
EBITDA
before impairments and revaluations ($m)
$ 42.9 $ 34.5 24%
EBIT ($m)
$ 24.3 $ 17.6 39%
NPAT ($m)
$ 15.2 $ 6.9 120%
Basic earnings per share
$ 0.52 $ 0.23 126%
Net bank debt ($m)
$ 77.9 $ 116.8 ( 33%)
Highlights across the business
Business highlights for the year include:
–The commitment and leadership shown by our people to complete successful kiwifruit harvests in New Zealand and
Australia despite the impact of drought, Covid-19 and labour availability,
–Seeka achieved excellent growth in its retail services business that improved financial performance,
–Excellent returns in the kiwiberry and avocado programmes,
–Australian orcharding operations had a pleasing improvement and,
– Successful sell down of Northland orchards and sale and leaseback of three Australian kiwifruit orchards.
ANNUAL REPORT 2020 | SEEKA LIMITED4
Review of operations
Financial
Revenue for the twelve months ended 31 December 2020 increased 6% to $251.46m (pcp: $236.87m). Consolidated earnings
before interest, tax, depreciation and amortisation (EBITDA) was $42.95m (pcp: $34.52m); up 24%. Profit before tax improved
by $6.42m (65%) to $16.28m and profit after tax improved by $8.27m (120%) to $15.15m.
These results include a number of gains from the continuing orchard sales along with significant improvements in Australian and
retail services operations.
Gains on orchard sales include:
–$2.8m from the sale of Northland orchards, and
– $6.2m from the sale and leaseback of three Australian kiwifruit orchards. The gain on sale is calculated under NZ IFRS 16
which considers leaseback commitment.
Results were impacted by:
–$3.1m direct costs of Covid-19,
–$2.2m from productivity losses and Covid-19-related constraints, and
–$5.0m from the estimated effects of the drought on Hayward production volumes.
Additionally, there was a deferred tax benefit of $5.6m from the reintroduction of tax deductibility of depreciation on buildings.
Net cash flow from operations totalled $26.35m, compared against $18.59m in the pcp.
Seeka received $43.04m in proceeds from properties held for sale (pcp: $44.53m) and invested $13.50m in property, plant and
equipment (pcp: $34.67m). In addition, Seeka invested $6.78m in long term leased orchards in New Zealand, $1.07m in orchard
developments in Australia and $1.00m in the Wai O Kaha Gold Landowners Limited Partnership. Working with the Provincial
Growth Fund and local hapū, this partnership is developing 40 hectares of Hayward orchards at Raukokore on the East Cape.
Net debt at 31 December 2020 was $77.85m (pcp: $116.79m) (bank loans less bank deposits); a decrease of $38.93m, driven by
the planned disposals of orchards held for sale. This reduction reflects our strategy of reducing bank borrowings used to acquire
Northland kiwifruit orchards and business from T&G, and Aongatete Coolstores Limited. Seeka continues to review its asset
holdings to ensure they are consistent with strategy and earn the cost of capital.
5SEEKA LIMITED | ANNUAL REPORT 2020
$191.32
$186.81
Total revenue
NZ$million
$24.76
$23.13
EBITDA
NZ$million
$10.39
$5.83
$203.71
$236.87
$251.5
$33.30
$26.22
2
$34.52
$42.95
$6.65
$6.88
$15.15
$7.42
2
Net profit after tax
NZ$million
$21.13
1
1. Excludes effect of 2017 insurance settlement on EBITDA and NPAT.
2. EBITDA and NPAT as reported 2018 pre implementation of NZ IFRS 16.
$7.30
1
201620172018201920202016201720182019202020162017201820192020
Key financial indicators
ANNUAL REPORT 2020 | SEEKA LIMITED6
New Zealand orchard operations
Orchard operations span from Northland through to the Coromandel, Bay of Plenty and East Coast, with orcharding covering the
growing of kiwifruit, avocado and kiwiberry on leased, long term leased, and Seeka-owned orchards. This business also provides
comprehensive orchard management and vine management services to orchard owners and develops orchards under contract
for landowners under long term leases, including in partnership with iwi.
12.98m trays of kiwifruit were grown in 2020, compared to 11.42m trays in the pcp. For the second year, Hayward volumes were
affected by drought, being down an estimated 0.5m trays. At an average 10,200 trays per hectare in 2020, Hayward yields were
below the five-year average of 10,800 trays per hectare. While we expect drought to become more common in the future, the
2021 outlook is an improvement in volumes and fruit size, particularly for Hayward.
Seeka also grew 1,041,677 kilograms of avocado (pcp: 732,000 kgs) and 171,750 kilograms of kiwiberry (pcp: 64,400 kgs).
Orchard operations revenue of $75.71m is up $3.29m from the pcp reflecting higher returns from Zespri, higher avocado returns
and the sale of a small amount of SunGold license.
EBITDA for the year totalled $5.44m compared to pcp $4.99m after paying higher labour and compliance costs.
Seeka has a strategy to continue investing in long term leases to secure supply, with fruit volumes set to increase as these
orchards reach maturity. This includes the $1m investment in the Wai O Kaha Landowners Limited Partnership in conjunction
with local Raukokore hapū and the Provincial Growth Fund. In addition, we are developing a new seven-hectare SunGold orchard
in partnership with Ngāti Pūkenga in Welcome Bay.
Orchard revenue and volumes
NZ$million, millions of class 1 kiwifruit trays
Orchard EBITDA
NZ$million
Orchard assets
NZ$million
1. EBITDA 2018 and orchard assets 2017 and 2018 reported pre implementation of NZ IFRS 16, with restated values in dark blue. 2016 comparatives are pre NZ IFRS 16.
11.16m
8.45m
10.68m
11.42m
12.98m
$5.64
$6.38
$3.42m
1
$4.21
$4.99
$5.44
$33.56
$29.69
$38.96
$54.18
$63.44
$47.89
$48.58
$52.83
$72.42
$75.71
201620172018201920202016201720182019202020162017201820192020
$3.5.50m
1
$27.79m
1
7SEEKA LIMITED | ANNUAL REPORT 2020
New Zealand post harvest operations
Post harvest operates eight major facilities spread throughout the major growing regions in the North Island, and handles all
produce from our orcharding operations and from our independent growers.
In 2020, Seeka packed 33.4m trays of kiwifruit (pcp: 33.5m), down on expectation as drought impacted volumes by an estimated
2.4m trays, along with a loss of supply as new maturity protocols caused a short-term harvest rush whereby the volumes of fruit
deemed mature for harvest outstripped our capacity over a short period. Post harvest packed 760,000 trays of avocados and
82,000 trays of kiwiberry as well as contract packing citrus and blueberries in Kerikeri.
Post harvest revenue of $140.09m is similar to last season (pcp: $140.11m) reflecting a shorter storage year and selling season.
Costs increased from Covid-19 protocols, lower than expected volumes, and higher wage rates. EBITDA of $41.87m, while up on
the pcp’s $40.98m, is down on expectation.
Post harvest revenue and volumes
NZ$million, millions of kiwifruit trays
Post harvest assets
NZ$million
Post Harvest EBITDA
NZ$million
1. Excludes effect of 2017 insurance settlement on EBITDA.
2. EBITDA 2018 and post harvest assets 2017 and 2018 reported pre implementation of NZ IFRS 16. 2016 comparatives are pre NZ IFRS 16.
32.44m
25.68m
31.41m
33.46m
33.40m
$26.78
$21.96
$32.10
2
$37.16
$40.98
$41.87
$23.16
1
$111.72
$147.44
$165.40
$222.89
$232.74
$110.82
$96.70
$123.81
$140.11$140.09
201620172018201920202016201720182019202020162017201820192020
$144.48
2
$125.13
2
ANNUAL REPORT 2020 | SEEKA LIMITED8
New Zealand retail services operations
Includes the supply, export and sale of avocados, kiwiberry and class 2 New Zealand kiwifruit, sale of New Zealand kiwifruit
through collaborative programmes, operation of the New Zealand wholesale marketing business including imported tropical
fruits, and the manufacture and sale of Kiwi Crush and avocado oil.
A remarkable increase in revenue was achieved with a total of $21.80m compared to pcp of $12.30m (up 77%).
EBITDA of $3.00m is 79.6% up on the pcp’s $1.67m. This was achieved from a sound strategy and good execution of the plan.
Momentum continues to build with vibrant leadership, dedicated staff, great customer relationships, and high quality produce.
Australia operations
Seeka Australia Pty Limited, a 100% Seeka-owned company, leases and operates kiwifruit orchards, and owns and operates
nashi and pear orchards along with associated post harvest facilities in Victoria, directly marketing Seeka’s Australian produce
domestically and to export customers.
Kiwifruit yields were lower than expected following a very hot and dry summer which impacted fruit size. The kiwifruit business,
however, remains profitable. Green nashi sales returned to profitability as Seeka balanced supply to demand. Seeka sold its first
crop of the exciting new Ricó pear variety in 2020.
Total revenue for the year of $13.06m compares to pcp of $11.59m. EBITDA of $7.44m includes a $6.18m gain on sale of
Australian kiwifruit orchards. This delivered operational EBITDA of $1.26m which compares against negative $0.63m in the pcp.
The gain on sale is calculated in accordance with NZ IFRS 16 which takes into account the future lease liability with the sale price
much higher than the asset’s historical carrying value.
A tremendous job by our Australian team has made the business profitable. They executed a strategy that supplied profitable
product lines and delivered our customers excellent produce.
The sale of the mature kiwifruit orchards for AU$26.5m has reduced debt and yielded profit. Seeka has a further 63 hectares of
kiwifruit in development and a further 11 hectares of Ricó pears coming into production, and are trialling exciting new nashi pear
varieties.
Seeka remains positive about its Australian investment strategy.
Avocados and kiwiberry positive highlights
Seeka continues to build its emerging categories of kiwiberry and avocado. These varieties positively contribute to Seeka’s
earnings while delivering competitive returns to growers.
82,000 trays of kiwiberry were successfully harvested and marketed directly and in collaboration with Freshmax. Grower orchard
gate returns averaged an estimated $220,000 per hectare with the highest return over $320,000.
Likewise, Seeka’s avocado business continues to grow delivering supplying growers a premium return for their crop, while lifting
shareholder returns by utilising plant and equipment outside of the kiwifruit season.
These categories are sold under the Seeka brand, which is building a solid reputation for quality. Seeka is creating retail consumer
demand that generates superior returns to our growers.
9SEEKA LIMITED | ANNUAL REPORT 2020
Impact of Covid-19
Seeka proactively prepared for Covid-19 with a response committee formed prior to harvest and lockdown. The committee
included senior operational and support managers who prepared and executed mechanisms to ensure the safety of our people.
Actions included moving workers sourced from overseas through the recognised seasonal employer (RSE) programme to less
densely populated accommodation facilities. Quarantine facilities were established to house overseas workers who may have
Covid-19 like symptoms to separate them from others; this provided an excellent buffer when the normal winter flu symptoms
arrived.
When a manager of a third-party local accommodation facility was confirmed as Covid-19 positive, Seeka transferred people to
Seeka's quarantine facility until they tested negative. Seeka worked closely with the health professionals managing the Covid-19
response. The committee also sourced items including masks, gloves, sanitiser and thermometers well ahead of lockdown along
with protocols to achieve physical distancing and temperature monitoring.
Seeka’s packhouses and sites were established as “bubbles” with a total ban on personnel moving between facilities. Should
Seeka face a lockdown again, these procedures will be reinstated. The response committee continues to meet regularly and is
ensuring full preparedness for the coming 2021 harvests.
Covid-19 meant many of our experienced overseas workers were unable to return to New Zealand. The number of RSEs in New
Zealand and able to work further reduced as we responsibly aided their return once their work programme completed and they
requested to return home. We facilitated repatriation flights on their behalf. The number of continuing RSE workers for 2021 is
critically low. Seeka expects to have 460 RSEs for 2021 compared to a normal complement of 1180.
Seeka is operating a recruitment programme to attract New Zealanders to orchard work. Collaborating with the Ministry of Social
Development, the Ministry of Primary Industries, Te Arawa and Ngāti Hine, our training and induction programme is helping
interested people become “employment ready”. We are making every effort to fill the seasonal workforce, delivering training
on the available work, safety practices, well-being assessments, and skill-based training including forklift driving. This initiative
complements our long-standing orchard and post harvest cadet pathway.
Labour costs are expected to increase 18% in 2021, impacting orcharding and post harvest costs.
We worked to proactively ensure all our people were safe and in addition to our ongoing traffic management plans and guarding
upgrades we rolled out new Covid-19 protocols, including:
–New access and egress processes ensure physical distancing,
–New temporary tearooms,
–Access to gloves, masks and hand sanitiser,
–Strict 24-hour cleaning regime across all sites,
–Work bubbles with personnel prohibited from travelling between facilities,
–Limited site access from contractors and outside personnel,
–Developed and deployed screens to ensure two metres of separation on all packing lines, and
– Seeka’s wholesale markets continued to operate as an essential service, with strict physical distancing protocols.
Seeka estimates Covid-19 added $5.3m of costs to harvest 2020; $3.1m of direct Covid-19 operating costs plus $2.2m from
volume loss due to extraordinary productivity constraints.
ANNUAL REPORT 2020 | SEEKA LIMITED10
Health and safety
This season's lockdown placed significant load on our safety programme, which was exacerbated by the severe shortage of
people. Seeka took all efforts to ensure that we kept our people safe and invested in their safety. We focus on continuous
improvement to ensure the health and safety of all personnel at all locations, with all reported incidents and near-misses
investigated. We reviewed and improved traffic management systems, installed new barriers at post harvest sites, rolled out new
fatigue-management systems, and invested in machine guarding. Forklifts are now largely segregated from post harvest areas
with foot traffic. Seeka has reviewed its tractor fleet and purchased 30 new tractors for 2021 harvest operations at a cost of over
$1m.
Disappointingly, after lockdown ended there were two post harvest serious harm incidents involving forklifts, and one in orchard
operations involving the loading of a tractor for transportation. These impacted the severity rate in the period. All incidents were
reviewed, including independent review of the post harvest incidents, as the company relentlessly drives for a safer environment.
Seeka continues to refine its safety focus.
The following table shows key safety measures against annual thresholds.
2020 Target2020 Actuals
Total recordable injury frequency rate
Less than 4.5
4.5
Notifiable injuries
03
Notifiable injuries including incidents
13
Severity rate Less than 4.5
11.4
The total recordable injury frequent rate (TRIFR) measures the number of injuries per 200,000 hours worked.
Severity rate measures the average number of days that an injured person is away from work. Seeka had 3 notifiable injuries in 2019.
11SEEKA LIMITED | ANNUAL REPORT 2020
Strategic highlights
While continuity of operations was the major focus throughout the lockdown, Seeka was able to make significant strategic
progress in 2020. Kiwifruit is our core product, with the company diversifying geographically and targeting complementary
produce categories. The focus is on growth that delivers accretive value to our stakeholders, including shareholders, growers,
employees, contractors and community. We work to deliver our marketers, principally Zespri, the highest quality fruit and deliver
our growers great returns through our supply chain.
Seeka has excelled where it operates the entire value chain from the orchard to the customer and delivered incremental
returns to growers; as demonstrated by avocados and kiwiberry. We deliver orchard-to-market excellence in New Zealand
kiwifruit, avocados, class 2 kiwifruit, and kiwiberry, along with Australian kiwifruit, nashi and European pears, and have achieved
an excellent improvement in the operational and financial performance of our New Zealand retail services and Australian
businesses.
Seeka has focussed on consolidating its position, refining its management structures, and selling orchards with secure supply
contracts to reset debt while pursuing operational excellence.
The company has focussed on asset utilisation and capacity planning and has substantially built the infrastructure to handle the
anticipated immediate volumes. Seeka has deliberately positioned itself in Northland to provide excellent service to the region’s
growth in avocados and kiwifruit and has increased its avocado market share.
Capacity and automation
Analysis of future crop volumes indicate that Seeka has sufficient post harvest capacity for the 2021 and 2022 seasons,
with additional capacity required for 2023. The company is evaluating options for capacity expansion and is considering the
development of a new post harvest complex on the Pukenga Orchard in Young Road, Te Puke. The Board is expected to consider
this investment mid-year with any construction occurring in 2022.
Seeka continues to evaluate and deploy automation and information systems to drive efficiency, including in-shed automation
technology that reduces labour. New on-orchard scanning technology is providing an exciting opportunity to improve on-orchard
efficiency and reduce costs. By providing accurate measurements, the technology will improve winter pruning, crop optimisation
and crop estimation.
The Seeka team
We are very proud of the performance and commitment of all employees in what was a challenging year both operationally and
personally for everyone.
We have a clear strategy to be the employer of choice in a tight labour market. The company has increased wages and continued
to implement competitive remuneration levels. Talent development is one of our key platforms and we have created new joint
ventures to recruit and train New Zealanders to work in our industry.
Seeka actively sources New Zealand workers to fulfil peak seasonal labour demand and operates in parallel a RSE programme
that delivers focussed pastoral care for our overseas’ workers. Of our 3,500 strong seasonal workforce, 1,073 were scheduled to
come from overseas via this scheme. Seeka remains engaged with the New Zealand Government, noting that even with higher
domestic unemployment there remains insufficient local seasonal labour to safely undertake the harvests.
ANNUAL REPORT 2020 | SEEKA LIMITED12
Dividend
A dividend of $0.12 per share has been declared by the Board. The dividend is fully imputed and will be paid 30 March 2021 to
all shareholders on the register at 5pm on 5 March 2021. The dividend reinvestment plan will apply with a 2% discount to the
strike price. The total dividends distributed or declared in the 12 months to 31 December 2020 is $0.22 per share (12 months to
31 December 2019 - $0.24).
Outlook
Seeka remains focussed on delivering its strategy to deliver incremental earnings and returns to both shareholders and growers.
Lifting the base business operating profits is one of our strategic platforms. While kiwifruit is Seeka’s foundation crop, the
company also has a growing fruit bowl including avocados, kiwiberry, nashi and European pears across New Zealand and
Australia. We are a growth company and we continue to focus on profitable growth.
Additional capacity is required for the 2023 season with key investment decisions to be made in 2021.
Summary
We are proud of how the company has performed in an unprecedented, challenging environment. Covid-19 tested the resilience
of our people, but with their dedication and leadership the Seeka team and our community got the job done.
The company is responding to a changing climate and environment by the creation of a Board sustainability committee and
targeted initiatives intended to "Grow a Better Future", as detailed in the sustainability report.
Seeka ends the year having achieved a record profit, maintained dividends and significantly lowered debt. We are ready and
prepared to continue our growth journey knowing that lifting base profitability is a key strategic platform.
We thank all growers, shareholders and stakeholders for the loyalty and support you willingly give to Seeka.
Fred Hutchings Michael Franks
Chairman Chief executive
13SEEKA LIMITED | ANNUAL REPORT 2020
Seeka's business
Delivering an essential service
ANNUAL REPORT 2020 | SEEKA LIMITED14
ORCHARD-TO-MARKET PRODUCE HANDLER
Seeka’s works to supply premium, healthy produce to international
consumers. We’re a cornerstone handler of New Zealand-grown kiwifruit,
and also supply significant volumes of New Zealand avocado and kiwiberry.
We’ve also expanded our operations in Australia where Seeka is that
country’s largest producer of kiwifruit and nashi.
Our services and our clients
Seeka’s core product is kiwifruit, our core operation is post harvest services,
and our core clients are orchard owners. We handle a fifth of New Zealand’s
annual kiwifruit crop, and charge our clients a per-tray fee to grade, pack,
coolstore and send their crop to the port for export.
Seeka also helps our clients by managing their orchards at cost plus a per-
hectare fee, or we may lease their orchards, in which case Seeka owns the
crop and shares the profits of fruit production. Seeka also develops orchards
on long-term leased land, owns these orchard investments for the duration
of the lease, and shares profits of fruit production with the landowner.
Each season, Seeka’s orchard management, leasing, and long-term leases
produce around 8% of the national crop, and help secure product for our
core post harvest business.
While New Zealand kiwifruit exports beyond Australia are managed by
the industry-regulated marketer, we’re optimising our clients’ returns
through our New Zealand and Australian sales programmes. Each season
we market around 5% of kiwifruit produced on our New Zealand clients’
orchards and collect a commission on market returns.
Expanding our product range
Our business works along the supply chain from orchard to market, and
we’re a key service provider in the large North Island horticulture regions.
We’ve expanded our operations and added revenue streams by servicing
the fast-growing avocado sector and the niche kiwiberry market. Seeka
provides the same integrated orcharding, post harvest and retail services
to our avocado and kiwiberry orchard clients, with one key difference;
Seeka markets all avocado handled by our business, and half of our clients’
kiwiberry crop. All produce is Seeka branded and sold in Australia, Asia and
in New Zealand’s domestic market.
We’ve leveraged our expertise in supply chain management to import and
condition tropical fruits for New Zealand retailers, and recover avocado oil
and the digestive aid Kiwi Crush from process-grade fruit.
Expanding our geographical reach
With Australia the key market for our New Zealand-grown kiwifruit,
avocado and kiwiberry, Seeka has grown our Australian service by
producing kiwifruit, nashi and European pears on Seeka-owned and leased
orchards in Victoria, Australia. Seeka brands and markets its Australian
produce to the Australian domestic market with export channels to Asia
and Europe, collecting all market returns.
Seeka handles 20%
of New Zealand's $2b
kiwifruit export industry
Along with kiwifruit, we also
produce, market and export
avocado and kiwiberry
Seeka is also a large Australian
producer where we directly
market all our fruit
And we pack and
coolstore 20%
And we market 5% of
the kiwifruit we handle,
exporting to Australia
and selling domestically
Kiwifruit
Other fruit
Nashi
European
pears
We're a niche
producer and
marketer of New
Zealand kiwiberry
Seeka directly markets
all avocado produced by
our orchard clients
Seeka grows 8% of the
national kiwifruit crop
NZ fruit
volumes
marketed by
Seeka
Australian
fruit volumes
produced by
Seeka
15SEEKA LIMITED | ANNUAL REPORT 2020
Reporting on our performance
As a fully-integrated produce handler, Seeka works across the full supply chain from point of production to point of sale. To
provide stakeholders with clear insights, we report on the operational and financial performance of each of the three key stages
of our New Zealand supply chain. We also report on a fourth New Zealand segment comprising our corporate enabling services
and a fifth operating segment that covers all operations and produce from our Australian orchards.
–Orchard operations – Seeka’s New Zealand crop production services
–Post harvest operations – Seeka’s New Zealand picking, packing and cool chain supply services
–Retail services – domestic marketing of New Zealand and imported produce, plus export programmes to Australia and Asia
–All other segments New Zealand – Seeka’s enabling corporate support services
–Australian operations – the production, handling and retailing of Seeka’s Australian-grown produce
Orchard operationsPost harvest operationsRetail services
Operations
Grow 40% of the crops we handle
• 15% from leased orchards
• 25% from managed orchards
Grade, pack and coolstore 100%
of the crops we handle
Retail 6% of the crops we handle
• 5% of kiwifruit handled
• 100% of avocado
Revenue
$75.7m$140.1m$21.8m
Source
Leased and long-term leased orchards
• Costs plus profit share
Managed orchards and vines
• Costs plus management fee
Service fee per unit handled
• Grading and packing
• Coolstorage and loadout
Sales commission
Service fee for imported produce
Processing fees
Drivers
Orchard yields ( all leased orchards )
Tray returns ( all leased orchards )
Orchard yieldsOrchard yields
Market returns
Assets
$63.4m$232.7m$12.4m
Invested in
Growing crops ( all leased orchards )
Developing orchards ( long term leases )
8 facilities with 11 graders
Coolstores and land
VLS laboratory
Auckland and Christchurch
facilities
Te Puke processing facility
BULK FRUIT
PACKAGED FRUIT
ORCHARDS
POST HARVEST
All other segments New ZealandAustralian operationsSeeka Group total
Operations
Enabling corporate support servicesGrow, handle and retail Seeka’s
Australian produce
Revenue
$0.8m$13.1m$251.5m
Source
Other incomeProduce sales
Assets
$19.7$47.2m$375.4m
Invested in
Corporate infrastructure
Assets held for sale
160 hectares of owned orchards and crops
114 hectares of crops on long-term leased orchards
Packhouse and coolstore facility
ANNUAL REPORT 2020 | SEEKA LIMITED16
Operating assets statistics
Retail services
Auckland
Imported produce, ripening services,
wholesale market
Christchurch
Imported produce, ripening services
Delicious Nutritious Food Company
Food manufacturing; Kiwi Crush, Kiwi Crushies,
Kiwiberry handling, Avocado oil
Laboratory services
VLS
Maturity and coolstore testing
Head Office
Seeka360
Grower centre
11
12
13
14
15
1, 2, 3, 4, 5, 6, 13, 14, 15
7
8
12
11
9, 10
Post harvest facilities
1
Oakside
Compac Oakside 1
Compac Oakside 2
Compac Oakside 3
2
Transpack
Compac
3
KKP
Lynx
4
Huka Pak
MAF Roda
Compac
5
Main Road
Compac
6
Aongatete
Compac
7
Peninsula
Lynx
8
Kerikeri
Compac
9
Australia
Compac
Orchards
1
Seeka Australia
Seeka-owned orchards and land Hectares
In production ( 3 orchards ) 78
In development 82
Undeveloped land 216
Australian long term lease orchards
In production ( 3 orchards ) 100
In development 14
Owned - New Zealand
Orchards owned and managed by Seeka
In production ( 6 orchards ) 18
In development 3
Long term lease - New Zealand
Orchards developed on leased land
In production ( 16 orchards ) 112
In development 73
Leased orchards - New Zealand
Orchards leased from owners
In production ( 97 orchards ) 365
In development 8
Managed orchards - New Zealand
Orchards or vines managed for owners
In production ( 182 orchards ) 777
In development 67
10
1. New Zealand orchard hectares are as at 31 December 2020.
17SEEKA LIMITED | ANNUAL REPORT 2020
Sustainability report
ESG Report 2020
ANNUAL REPORT 2020 | SEEKA LIMITED18
SEEKA SUSTAINABILITY REPORT
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
Sustainability focuses on meeting present needs without
compromising the ability of future generations to meet their
needs. Sustainability is composed of three pillars; economic,
environmental and social. Seeka’s ambition is to measure then
incrementally improve our environmental and social performance
and the associated governance processes.
We aim to be an industry leader on reporting the impact of
climate change and focus our operations to minimise our
environmental footprint. We know that the environment plays a
pivotal role in the health of our crops, and our business.
We are founded on relationships and are serious about our social
responsibilities. We operate so our grower clients can provide
global consumers with healthy food choices. We want to be
the provider and employer of choice, and we know that strong
communities play a pivotal role in the health of our business.
Governance
In 2020, Seeka established a Board sustainability committee
tasked with providing strategic guidance and feedback to the
Board and management on Seeka's sustainability framework,
targets, measures, and performance. Comprised of three
directors, Seeka’s sustainability committee is a forum for
assessing and providing advice on the potential impacts and
opportunities of a changing climate.
Environmental and social strategy
Intelligent growth and commercial nous underpin our shared
prosperity. We embrace and care for our environment, those
contributing to the journey and our communities.
Set by the Board, Seeka’s strategic direction is based on the
sustainable production and supply of healthy produce.
Environmental sustainability lies at the heart of Seeka’s brand
attribute Growing Futures; our process of continually improving
operations to deliver healthy produce, use less resources, care for
the environment, and deliver better outcomes to our stakeholders.
Social responsibility lies at the heart of Seeka's brand attribute
Founded on Relationships; we value the connections to our
communities and we care for the welfare of our clients,
employees, investors and the regions we operate in.
Environmental report
We established the Seeka Agile Sustainability Team (SAST)
to develop our sustainable culture. Connecting passionate
people from across the company, SAST is working to integrate
sustainability into the hearts and souls of our employees and
deliver projects that reduce Seeka’s environmental footprint.
Climate change is an active risk, impacting the yield, quality
and marketability of the produce we handle. By disclosing our
climate-related risks, stakeholders can see how we are flexing our
operations as we prepare our business to mitigate the risks and
embrace new opportunities.
We mapped our operations to identify and understand the
inputs we rely on for production, how they flow through our
business, and the waste outputs that impact our environment.
We are working to transition to a circular model whereby waste
is circulated back into our operations, thereby reducing our
environmental footprint.
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Operations input and output map
19SEEKA LIMITED | ANNUAL REPORT 2020
Risk and opportunity analysis
The Ministry for the Environment studied how climate change may impact New Zealand. Based on their report, we expect our
orcharding regions will be impacted by higher temperatures, changing moisture levels and weather patterns, and rising sea levels.
Key
Drier
–Decreased annual rainfall
–Decreased run-off to rivers
–Increased evaporation
–Increased frequency and
severity of droughts
–Increased irrigation demand
Wetter
–Increased precipitation
–Increased intensity in
weather events
–Increased flooding
–Increased slips
–Increased soil erosion
Coastal
–Sea level rise
–Increased storm damage
–Coastal inundation
–Increased coastal erosion
Ex-tropical cyclones
–Increased intensity - wind,
waves, storm surge and
rainfall
Wind
–More north-easterlies in
summer and autumn -
especially in the North
Northland
– Higher temperatures
– Drier conditions
– More instances of
drought
– Rising sea levels
Bay of Plenty and
Coromandel
– Higher temperatures
– Increased precipitation
– More frequent weather
events
– Rising sea levels
East Coast
– Higher temperatures
– Drier conditions
– More instances of drought
– More intense weather
events
– Increased coastal erosion
– Rising sea levels
ANNUAL REPORT 2020 | SEEKA LIMITED20
Risks and opportunitiesImpactResponse
Transition risks
New national or international
policies that restrict chemical
inputs used for pest management
and maintaining crop yields.
Higher R&D costs to
find alternative growing
methods.
Active involvement in industry associations, including KGI, ISG and KSG.
Build closer relationships with regional councils and regulators.
Invested in a worm farm pilot project to test a circular regenerative system within
our orcharding business.
Transition to a low input system, while achieving consistent yields.
Introduction of carbon costing or a
carbon tax that charges for carbon
usage.
Higher costs to offset
carbon emissions.
Measure our carbon footprint to understand and reduce our carbon impact.
Transition to lower Global Warming Potential (GWP) coolstore gases.
Invest in lower carbon emission projects, see Carbon Reduction Initiatives.
Introduction of orchard water
restrictions, with water vital for
crop growth over the summer
period.
Unable to irrigate to grow
an optimum crop.
Actively engage in orchard water management.
Work with councils to understand impacts on waterways.
Ensure new developments can access water and have on-site storage.
Physical risks
Yield reduction or plant damage
from flooding, hail, drought,
storms, fire, or a sub-optimal
growing climate (temperature,
sunshine, drought, winter chill).
Lower yields and
unprofitable orchards.
Geographical spread of orchards.
Invest in crop protection measures (e.g. frost protection, irrigation, shelter).
Access to reliable weather and frost forecasts (extended and long range).
Favour developments with reliable water supply and free drainage.
Orchard loss from rising sea levels.Increase in non-viable
orchards.
Orchard reporting by altitude.
Minimum altitude for all new orchard developments.
Introduction of new pests and
diseases.
Reduced yields or
unsaleable crops.
Geographic separation of orchards.
Orchard hygiene programme.
Independent pest monitoring programme.
Spray and pest control programme.
Bio-security controls on disease and disease vectors.
Water availability and quality
concerns.
Water unavailable or
unsuitable for irrigation.
Actively engage in orchard water management.
Develop wetlands and support native wildlife sanctuaries.
Monitor waterways and encourage orchard environmental plans.
Capture rainwater from facility roofs to reduce regional water demand.
Elevated soil CO
2
levels alter fruit
sugar and nutrient levels.
Crops have a different
quality profile.
Understand how soil carbon levels impact fruit nutrient levels.
Establish orchard management practices that best capture fruit quality.
Opportunities
Increased demand for Seeka
produce as a healthy eating option
with a low carbon impact.
Increased product
demand and new markets.
Ensure we are an industry leader in carbon reporting.
Report our carbon footprint to our stakeholders and commit to targets.
Green financing for low-carbon
developments.
Better funding at lower
interest rates.
Engage with bankers on green funding and green bonds.
Investigate low-carbon investments.
Higher soil CO
2
levels improve
water use efficiency.
Plants require less water
to produce a crop.
Understand soil carbon levels and water usage.
Establish orchard management practices that best capture carbon in the soil.
21SEEKA LIMITED | ANNUAL REPORT 2020
Our 2021 environmental work programme
Scenario analysis – understanding how a changing
climate impacts fruit production
Scenario analysis is underway to gauge how higher temperatures,
reduced water availability and rising sea levels may impact New
Zealand orchard production.
By understanding how a changing climate may impact crop
loads and quality, Seeka can prepare our operations to provide an
efficient, sustainable service to our grower clients and a reliable
product supply to the international consumer.
Carbon footprint – measuring and setting targets
Seeka is committed to lowering our carbon footprint and we have
aligned with Government targets under the Paris Agreement
intended to limit global temperature increases to 1.5°C to 2°C.
The primary mitigation tool is the reduction of greenhouse gas
emissions. Seeka is currently quantifying our emissions using the
Ministry for the Environment’s Guidance for Voluntary Greenhouse
Gas Reporting, which scopes emissions into three categories:
–Scope 1 covers direct emissions from Seeka-owned or
controlled sources.
–Scope 2 covers indirect emissions from generating electricity
that Seeka directly uses.
–Scope 3 includes all other indirect emissions that occur along
Seeka's value chain.
We are calculating our emissions for 2019 and 2020 using ISO
14064-1: 2018 Greenhouse Gases and the Greenhouse Gas Protocol
(ghgprotocol.org), with our calculations being verified by a market
leader in carbon footprint measurement. Once completed we can
quantify our carbon-reduction targets.
Hybrid vehicle fleet
Seeka is encouraging hybrid selection by
transitioning our lease vehicle fleet to include
hybrid options in all vehicle classes while
dramatically reducing conventional options.
2021 goal is to have hybrids accounting for
20% of lease vehicle renewals
Worm farm
Seeka piloted an in-house worm farm in 2020.
In full production, Seeka's continuous-flow
worm farm is expected to divert 50 tonnes
of packhouse organic waste from landfill to
vermicompost, delivering a regenerative, fully-
circular approach to orchard production.
2021 goal is to ramp up throughput ready for
full worm farm production in 2022
Solar energy
In 2018 Seeka installed solar panels at the
Seeka 360 head office. The panels generate
about 30% of office power usage at the middle
of the day. They also feed batteries which
supply back-up energy in the event of a power
outage. By December 2020, the panels have
generated 74MWh of electricity.
2021 goal is to investigate solar alternatives for
our post harvest facilities
LED lighting
Seeka is investigating packhouse LED lighting
and sensors. Electricity is one of Seeka’s largest
inputs. A reduction in electricity use will reduce
our carbon footprint and operational cost.
2021 goal is to trial LED lighting sensors
Waste audits
Seeka has developed a waste audit programme
to identify, measure and report the volume
and type of waste produced by our operating
business units. Waste reduction plans are
being developed at a business unit level. The
first waste audit was undertaken at head office
and a waste reduction plan is currently under
development.
2021 goal is to complete and monitor head
office's waste reduction plan and scope
orchard and post harvest operations
Regenerative horticulture
Seeka is researching soil types and practical
ways to incorporate regenerative horticulture
practices. This includes new mowing and
spraying protocols that allow orchards to
naturally retain higher carbon and water levels.
2021 goal is to foster regenerative horticulture
by sharing findings with our grower community
LED
Carbon reduction initiatives
As we work to measure our emissions, Seeka has already embarked on a series of carbon-reduction initiatives.
ANNUAL REPORT 2020 | SEEKA LIMITED22
Social report
Seeka's responsibility to support healthy communities was central
to the 2016 rebrand that expressed our growth into new products,
new regions and new communities.
With Select Excellence we defined our business model as striving to
continually improve our performance for our stakeholders; to deliver
an excellent service that supports healthy communities. By delivering
excellence, we offer our stakeholders choice when selecting a
partner that cares for their economic and social wellbeing.
Our social responsibility covers five overlapping categories:
–Grower clients - supplying our core products,
–Employees - enabling our service delivery,
–Consumer clients - creating demand for our products,
–Investors - funding our operations,
–The wider communities - the social fabric that unites us.
In our first social report we comment on Seeka's social
responsibilities, support measures and achievements.
Social responsibilitySupportAchievements
Grower clients
Deliver a trusted, cost efficient service.Grower-controlled entities oversee Seeka's
performance and manage fruit value.
Published grower proposal with fixed service prices.
Audited end-of-season grower accounts.
Support growers with timely
information on compliance, their crop,
their returns and industry issues.
Technical team.
Compliance team.
Grower services team.
Grower reporting team.
Information services team.
13 grower field days.
Kiwifruit "After 5s" held twice a year in six regional locations, plus
avocado information evenings.
51 Frankly Speaking email updates from the chief executive.
SeekaApp access to online reports reaching 579 users.
Advocate grower interestsMember of all relevant industry forums.$40m settlement of Psa class action February 2021.
Provide opportunities to benefit from
the downstream value generated from
their produce.
Grower share scheme.2.06m shares held in trust for 405 participating growers. Shares
vest in 2021 (kiwifruit and kiwiberry growers) and 2022 (avocado
growers).
Employees
Be the employer of choice.Human resources team.Benchmark remuneration and survey staff.
Career development pathways including five cadets in 2020.
Provide a safe work environment.Health and safety team.Safety integrated into Seeka's culture, see health and safety report.
$436,000 invested in safety guarding and barriers in 2020.
$1m invested in 30 new tractors for orchard operations.
Provide opportunities to benefit from the
value employees add to our services.
Employee share scheme.568,000 shares held in trust for 319 participating employees.
Shares vest in 2022.
Consumers
Reliable source of safe food.Global.G.A.P. food safety standards.Full track and trace from orchard to market.
Investors
Be the investment of choice.Financial service team.See corporate governance statement for details.
Wider community
Be a responsible community citizen that
enhances social outcomes.
Senior management team.Delivered an essential service in New Zealand and Australia
during the Covid-19 pandemic that generated revenues for our
growers, employees, contractors and investors, while delivering
healthy eating options to international consumers. See health and
safety report for details.
Provided employment and housing for RSE workers, and helped
repatriate 553 RSEs to Malaysia and the Pacific.
Provided $129,167 in donations to community groups in 2020.
23SEEKA LIMITED | ANNUAL REPORT 2020
24
Statement of financial performance
25
Statement of comprehensive income
26
Statement of financial position
27
Statement of changes in equity
28
Statement of cash flows
29
Notes to the financial statements
2020 FINANCIAL STATEMENTS
ANNUAL REPORT 2020 | SEEKA LIMITED24
STATEMENT OF FINANCIAL PERFORMANCE
For the year ended 31 December 2020 - Audited
The accompanying notes form an integral part of these financial statements
New Zealand dollarsNotes
2020
$000s
2019
$000s
Revenue
3
251,457 236,868
Cost of sales
4
198,781 189,404
Gross profit
52,676 47,464
Other income
3
9,440 4,139
Other costs
4
19,170 17,084
Earnings (EBITDA)
1
42,946 34,519
Depreciation expense
10
11,653 10,870
Lease depreciation expense
13
6,671 5,372
Loss on revaluation of land and buildings
4
( 32) 60
Impairment of property, plant and equipment
10
30 395
Impairment of intangible assets
11
102 -
Amortisation of intangible assets
11
204 265
Earnings (EBIT)
2
24,318 17,557
Interest expense
4,163 4,930
Lease interest expense
3,877 2,764
Net profit before tax
16,278 9,863
Income tax charge
8,239 4,084
Deferred tax expense
( 1,551) ( 1,105)
Tax benefit of reintroduction of depreciation on buildings
( 5,561) -
Total tax charge
6
1,127 2,979
Net profit attributable to equity holders
15,151 6,884
Earnings per share for profit attributable to the ordinary
equity holders of the company during the year
Basic earnings per share
20
$0.52$0.23
Diluted earnings per share
20
$0.52$0.23
1. EBITDA, a non-GAAP measure, is earnings before interest, tax, depreciation, amortisation, impairments and revaluations.
2. EBIT, a non-GAAP measure, is earnings before interest and tax.
25SEEKA LIMITED | ANNUAL REPORT 2020
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2020 - Audited
New Zealand dollarsNotes
2020
$000s
2019
$000s
Net profit for the year
15,151 6,884
Items that will not be reclassified to profit or loss, net of tax
Gain on revaluation of land and buildings
10
11,700 3,203
Gain / (loss) on revaluation of water shares
11
( 725) 944
Total items that will not be reclassified to profit or loss
10,975 4,147
Items that may be reclassified subsequently to profit or loss, net of tax
Movement in cash flow hedge reserve
21
85 ( 375)
Movement in foreign currency translation reserve
21
( 17) 19
Movement in foreign currency revaluation reserve
21
399 ( 183)
Total items that may be reclassified subsequently to profit or loss
467 ( 539)
Total comprehensive income for the year attributable to equity holders
26,593 10,492
The accompanying notes form an integral part of these financial statements
ANNUAL REPORT 2020 | SEEKA LIMITED26
STATEMENT OF FINANCIAL POSITION
As at 31 December 2020 - Audited
New Zealand dollarsNotes
2020
$000s
2019
$000s
Equity
Share capital
18
97,489 96,773
Reserves
21
32,438 21,512
Retained earnings
21
46,366 36,659
Total equity
176,293 154,944
Current assets
Cash and cash equivalents
5,164 2,849
Trade and other receivables
14
24,515 28,283
Biological assets - crop
12
19,890 18,629
Inventories
15
5,936 5,455
Irrigation water rights
343 846
Assets classified as held for sale
9
3,844 27,083
Total current assets
59,692 83,145
Non current assets
Trade and other receivables
14
672 683
Property, plant and equipment
10
245,032 220,422
Intangible assets
11
17,622 18,686
Right of use lease assets
13
50,831 44,724
Investment in associates
24
1,000-
Investment in shares
23
577 586
Total non current assets
315,734 285,101
Total assets
375,426 368,246
Current liabilities
Current tax liabilities
6
6,952 1,709
Trade and other payables
16
30,972 22,933
Lease liabilities
13
6,342 5,211
Interest bearing liabilities
17
9,157 21,854
Total current liabilities
53,423 51,707
Non current liabilities
Interest bearing liabilities
17
73,862 97,778
Lease liabilities
13
58,040 45,267
Derivative financial instruments
30
671 790
Deferred tax liabilities
7
13,137 17,760
Total non current liabilities
145,710 161,595
Total liabilities
199,133 213,302
Net assets
176,293 154,944
The accompanying notes form an integral part of these financial statements
On behalf of the Board.
F Hutchings A Waugh
Chairman Director
Dated: 26 February 2021
27SEEKA LIMITED | ANNUAL REPORT 2020
STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2020 - Audited
New Zealand dollarsNotes
Share
capital
$000s
Investment
in shares
revaluation
reserve
$000s
Cash
flow hedge
reserve
$000s
Foreign
currency
revaluation
reserve
$000s
Foreign
currency
translation
reserve
$000s
Share
reserve
$000s
Water
share
revaluation
reserve
$000s
Land and
buildings
revaluation
reserve
$000s
Retained
earnings
$000s
Total
$000s
2019
Equity at 1 January 2019
94,406 248 ( 194) ( 108) ( 172) 159 2,372 15,468 37,071 149,250
Net profit
- - - - - - - - 6,884 6,884
Foreign exchange movement
- - - ( 183) 19 - 9 - ( 9) ( 164)
Other comprehensive income / (loss)
- - ( 375) - - - 944 3,203 - 3,772
Total comprehensive income / (loss)
- - ( 375) ( 183) 19 - 953 3,203 6,875 10,492
Transactions with owners
Shares issued
18
804 - - - - - - - - 804
Employee share scheme receipts
18
1,563 - - - - - - - - 1,563
Movement in employee share
entitlement reserve
21
- - - - - ( 42) - - 182 140
Movement in grower share
entitlement reserve
21
- - - - - 412 - - - 412
Movement in investments in shares
reserve
- ( 248) - - - - - - - ( 248)
Dividends paid
22
- - - - - - - - ( 7,469) ( 7,469)
Total transactions with owners
2,367 ( 248) - - - 370 - - ( 7,287) ( 4,798)
Equity at 31 December 2019
96,773 - ( 569) ( 291) ( 153) 529 3,325 18,671 36,659 154,944
2020
Net profit
- - - - - - - - 15,151 15,151
Foreign exchange movement
- - - 399 (17) - ( 3) - 3 382
Other comprehensive income / (loss)
- - 85 - - - ( 725) 10,426 1,274 11,060
Total comprehensive income / (loss)
- - 85 399 ( 17) - ( 728) 10,426 16,428 26,593
Transactions with owners
Shares issued
18
348 - - - - - - - - 348
Employee share scheme receipts
18
368 - - - - - - - - 368
Movement in employee share
entitlement reserve
21
- - - - - 153 - - - 153
Movement in grower share
entitlement reserve
21
- - - - - 608 - - - 608
Dividends declared and paid
22
- - - - - - - - ( 6,721) ( 6,721)
Total transactions with owners
716 - - - - 761 - - ( 6,721) ( 5,244)
Equity at 31 December 2020
97,489 - ( 484) 108 ( 170) 1,290 2,597 29,097 46,366 176,293
The accompanying notes form an integral part of these financial statements
ANNUAL REPORT 2020 | SEEKA LIMITED28
STATEMENT OF CASH FLOWS
For the year ended 31 December 2020 - Audited
New Zealand dollarsNotes
2020
$000s
2019
$000s
Operating activities
Cash was provided from:
Receipts from customers
249,899 233,671
Interest and dividends received
35 217
Cash was disbursed to:
Payments to suppliers and employees
( 213,168) ( 204,946)
Interest paid
( 4,163) ( 4,930)
Lease interest paid
( 3,877) ( 3,136)
Income taxes paid
( 2,373) ( 2,288)
Net cash flows from operating activities
5
26,353 18,588
Investing activities
Cash was provided from:
Sale of property, plant and equipment
10
45 905
Proceeds from sale of property held for sale
9
43,041 44,529
Repayment of grower or grower entity advances
22,550 19,163
Cash was applied to:
Purchase of property, plant and equipment and intangibles
( 13,496) ( 34,668)
Development of bearer plants
( 6,776) ( 3,906)
Acquisition of business
- ( 14,000)
Acquisition of associate
( 1,000) -
Purchase of, and development costs incurred on, property held for sale and SunGold licence
9
( 1,069) ( 27,453)
Advances to growers or grower entities
( 22,303) ( 20,508)
Net cash flows (used in) investing activities
20,992( 35,938)
Financing activities
Cash was provided from:
Proceeds of non-current bank borrowings
17
16,500 59,026
Proceeds of current bank borrowings
17
42,829 51,703
Proceeds from employee and grower loyalty share schemes
18
368 1,563
Cash was applied to:
Lease payments
13
( 6,604) ( 5,070)
Repayment of non-current bank borrowings
17
( 40,882) ( 42,024)
Repayment of current bank borrowings
17
( 55,279) ( 39,750)
Payment of dividend to shareholders
22
( 2,733) ( 6,310)
Net cash flows from financing activities
( 45,801) 19,138
Net increase / (decrease) in cash and cash equivalents
1,544 1,788
Effect of foreign exchange rates
771 ( 279)
Opening cash and cash equivalents
2,849 1,340
Closing cash and cash equivalents
5,164 2,849
Previous corresponding period advances were grossed up by $17.6m to better reflect the cash advance movements during the year.
The accompanying notes form an integral part of these financial statements
29SEEKA LIMITED | ANNUAL REPORT 2020
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2020 - Audited
This section contains the notes to the consolidated financial statements for Seeka Limited, its subsidiaries and associates. To give
stakeholders a clear insight into how Seeka organises its business, the note disclosures are grouped into seven sections.
NoteDetailsPage
Basis of preparation 30
Accounting policies that apply to Seeka's full set of financial statements
Performance 32
Where Seeka generates its revenues and their associated operating costs
1. Segment information 32
2. Turnover 34
3. Revenue and other income 34
4. Cost of sales and operating expenses 36
5. Reconciliation of net operating surplus after taxation with cash flows from operating activities 37
6. Income tax expense 38
7. Deferred tax 39
8. Events occurring after balance date 39
Assets 40
How Seeka allocates resources across its operations
9. Assets classified as held for sale 40
10. Property, plant and equipment 41
11. Intangible assets 43
12. Biological assets - crop 45
13. Right of use lease assets and lease liabilities 46
Working capital 48
How Seeka manages its operating cash flow
14. Trade and other receivables 48
15. Inventories 48
16. Trade and other payables 49
Funding 50
How Seeka organises its capital structure
17. Interest bearing liabilities 50
18. Share capital 51
19. Business combination 52
20. Earnings and net tangible assets per share 53
21. Retained earnings and reserves 53
22. Dividends 56
Investments 57
How Seeka manages its investments in shares, subsidiaries and associates
23. Investment in shares 57
24. Investment in subsidiaries and associates 58
Other notes 59
All other note disclosures
25. Contingencies 59
26. Commitments 59
27. Related party transactions 59
28. Risk management 60
29. Determination of fair values of financial assets and liabilities 63
30. Derivative financial instruments 65
31. Financial instruments summary 66
ANNUAL REPORT 2020 | SEEKA LIMITED30
Reporting entity and statutory base
The financial statements presented are those of the consolidated
Seeka group. Seeka Limited is referred to as Seeka Limited or the
Company. The group is referred to as the Group, Seeka, or Seeka
Group.
Seeka Limited is a profit-orientated company registered in New
Zealand under the Companies Act 1993 and a Financial Markets
Conduct (FMC) Reporting Entity for the purposes of the FMC Act
2013. Seeka Limited is listed and its ordinary shares are quoted on the
NZX main board equity security market (NZX Main Board).
Nature of operations
Seeka is a produce business operating in New Zealand and Australia.
In New Zealand the Group provides orchard management, orchard
leasing, post harvest and retail services to New Zealand’s kiwifruit,
avocado, citrus, berry and kiwiberry industries. Seeka manufactures
and sells the Kiwi Crush and Kiwi Crushies product range along with
avocado oil. The Group also provides retail and ripening services for
imported tropical produce, and operates a wholesale market.
In Australia, Seeka owns, leases and operates orchards and associated
post harvest assets, making the Group the largest producer and
supplier of Australian kiwifruit and nashi pears, a major supplier of
European pears, plus lesser production of other temperate-climate
fruits, including plums and apricots.
Statement of compliance and basis of preparation
The consolidated financial statements for the Group have been
prepared in accordance with the requirements of Part 7 of the FMC
Act 2013. The financial statements have been prepared in accordance
with New Zealand Generally Accepted Accounting Principles (GAAP),
incorporating New Zealand Equivalents to International Financial
Reporting Standards (NZ IFRS) and other applicable financial
reporting standards as appropriate for profit-oriented entities. The
Group financial statements also comply with International Financial
Reporting Standards (IFRS).
The financial statements are prepared on a historical cost basis, with
the exception of:
–assets held for sale at fair value (note 9)
–land and buildings at fair value (note 10)
–water shares at fair value (note 11)
–biological assets - crop at fair value (note 12)
–right-of-use lease assets and lease liabilities at present value of
expected cash payments (note 13)
–financial assets and liabilities (including derivative instruments) at
fair value through comprehensive income (note 30 and note 31)
The significant accounting policies applied in the preparation of the
financial statements are set out below.
The financial statements were approved by the Board of Directors (the
Board) on 26 February 2021.
Basis of consolidation
Subsidiaries
Subsidiaries are fully consolidated from the date of acquisition, being
the date on which the Group obtains control, and continue to be
consolidated until the date when such control ceases. The financial
statements of the subsidiaries are prepared for the same reporting
period as the Company, using consistent accounting policies. All intra-
group balances, transactions, unrealised gains and losses resulting
from intra-group transactions and dividends are eliminated in full.
The acquisition method of accounting is used to account for the
acquisition of subsidiaries by the Group. The cost of an acquisition is
measured as the fair value of the assets exchanged, equity instruments
issued and liabilities incurred or assumed at the date the acquisition is
settled. Direct acquisition costs are expensed as incurred.
Intercompany transactions, balances and unrealised gains on
transactions between companies are eliminated. Unrealised losses
are also eliminated unless the transaction provides evidence
of the impairment of the asset transferred. Accounting policies
of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Group.
Foreign currency transactions
Foreign currency transactions are translated into the functional
currency (NZD) using the exchange rates prevailing during the month
of that transaction. Foreign exchange gains and losses resulting from
the settlement of such transactions are recognised in the income
statement. The presentational currency is the New Zealand dollar
(NZD).
Foreign operations
The results and financial position of all the Group entities (none of
which has the currency of a hyper-inflationary economy) that have
a functional currency different from the presentation currency are
translated into the presentation currency as follows:
–Assets and liabilities for each entity's balance sheet within the
Group are translated at the closing rate at the date of that balance
sheet;
–Income and expenses for each entity's income statement and
statement of other comprehensive income, are translated at
average exchange rates (unless this average is not a reasonable
approximation of the cumulative effect of the rates prevailing on
the transaction dates, in which case income and expenses are
translated at the rate on the dates of the transactions); and
–All resulting exchange differences are recognised in other
comprehensive income.
Summary of significant accounting policies
The accounting policies have been applied consistently throughout the
periods presented in the financial statements.
Basis of preparation
This section sets out the Group’s accounting policies that apply to the full set of financial statements. Accounting policies which are
limited to a specific note are described in that note.
31SEEKA LIMITED | ANNUAL REPORT 2020
Critical accounting estimates and judgements
The Group makes estimates and assumptions concerning future
operational and financial performance. By definition, these
assumptions may not always equal actual results. The estimates
and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities are
identified in the notes below. Estimates and judgements are
continually evaluated and are based on historical experience as
adjusted for current market conditions and other factors, including
expectations of future events that are believed to be reasonable under
the circumstances. Assumptions underlying management’s estimates
can be found in the following notes to the financial statements.
NoteArea of estimation or judgement
9.Assets held for saleTiming, valuation and recognition of
gain on sale
10Property, plant and
equipment
Valuation and impairment
assessment
11.Intangible assetsImpairment assessment and CGU
allocation
12.Biological assets - cropValuation
13.LeasesDiscount rate and lease term
19.Business combinationValuation on acquisition
21.Retained earnings and
reserves
Valuation of share-based payments
and grower loyalty share scheme
Going concern assumption
The consolidated financial statements have been prepared on a going
concern basis.
Goods and services tax (GST)
The statement of financial performance and statement of
comprehensive income have been prepared so that all components are
stated exclusive of GST. All items in the statement of financial position
are stated net of GST, with the exception of receivables and payables,
which include GST invoiced.
Impact of standards issued but not yet applied by the
entity
There are no new standards, amendments or interpretations that have
been issued and are effective that are expected to have a significant
impact on the Group.
Current economic environment
The 2020 financial year presented a number of challenges from the
economic environment as a result of Covid-19. Seeka continued to
operate as an essential business for fruit production, processing and
the wholesale market operations throughout all levels of Government
lockdowns in New Zealand and Australia. The kiwifruit harvest started
as New Zealand went into level four lockdown and finished early June
when the country was at level two. While the impact on revenue was
minimised the increased health and safety measures that were rolled
out, including protective screens, face masks, and other personal
protective equipment, caused a significant increase to operating
expenses and reduced operating efficiency.
There are no other material impacts from Covid-19 noted outside of
those in the listed notes below.
Statement of financial performance
Post harvest revenue was minimally impacted by the effect of
Covid-19, although profit was less than expected as kiwifruit packing
charges were set before the packing season began and were not able
to be adjusted for the additional costs incurred to maintain stringent
distancing and hygiene protocols, and the reduced efficiency of
packing during the Covid-19 lockdown.
Revenue from orchard operations remained solid, due to strong
kiwifruit returns resulting from international demand for kiwifruit as
a healthy product, and volumes being consistent with the prior year,
although down on expectation due to a dry summer.
Revenue in the retail services operations segment, which includes
Seeka’s wholesale market operations in Auckland, was impacted due
to reduced wholesale market demand from independent fresh produce
retailers who were closed during the level four and level three Covid-19
lockdowns, including the second Auckland lockdown. Demand for the
Group's Kiwi Crush, Crushies ice blocks and avocado oil which are
sold in retail stores and to schools was also down during the Covid-19
lockdown periods. The reduction in revenue flowed through to reduced
profit levels for the retail services operations segment.
The Australian operational result improved as fruit returns remained
strong for the 2020 year. Included in the 2020 result is a one-off gain
on sale from settling the sale and leaseback transaction, see note 9.
Statement of financial position
The statement of financial position is healthy and Seeka operated
profitably throughout the year despite the economic environment.
The completion of the Australian sale and leaseback transaction in
December 2020 meant that net bank debt was reduced to $77.9m.
Trade receivables and payables maintained consistent levels through
the normal course of business and no significant receivables were
required to be written off as a result of their doubtful recoverability.
Land and building property values significantly increased this year
with an additional $11m being recognised in the land and building
revaluation reserve due to an increasing demand for industrial
buildings, particularly in the fruit processing industry, see note 10.
At year end Seeka performed impairment tests for:
–goodwill recognised in the balance sheet ( see note 11),
–crop recognised as a biological asset for harvest 2021, and
–the Group’s net asset value.
The Group compares the carrying amount of net assets with the
market capitalisation value at each balance date. The share price at
31 December 2020 was $4.85, equating to a market capitalisation
of $156.19m. This market value excludes any control premium and
may not reflect the value of Group net assets. The carrying amount
of Group net assets at 31 December 2020 was $176.30m ($5.47 net
assets per share). Management and directors considered all reasons
for this difference and concluded all relevant factors were considered
for their value in use tests. The impairment test performed over the
Group’s net asset value did not identify any impairments.
Future impact
The upcoming 2021 harvest is looking positive and the future
projections for Seeka remain strong. While labour availability will be
an issue for the coming harvest, (see note 28), Seeka has a number of
mechanisms in place to recruit local workers and has secured some
employees under the Recognised Seasonal Employer (RSE) scheme.
Labour costs are also expected to increase by 18% in 2021, which has
been included in the impairment tests performed, see note 11.
ANNUAL REPORT 2020 | SEEKA LIMITED32
Performance
1. Segment information
The Group’s operating segments are entities that engage in business
activities that earn revenues, incur expenses and are reported in a
manner consistent with the internal reports provided to the chief
decision makers, being the Directors, who regularly evaluate the
allocation of resources alongside operational outcomes, such as
EBITDA and EBIT, and are responsible for setting strategic direction.
The Group has five operating segments:
–Four New Zealand segments express the range of complementary
services delivered to New Zealand’s produce industries and the
retail sector.
–A single Australian segment encompasses the integrated business
associated with the Group’s Australian-grown produce.
Direct segment revenues and operating costs are allocated to each
segment. Administration costs, overheads, grower service costs and
other income from the sale of assets recorded in the statement of
financial performance are allocated to all other segments. Transactions
between segments are conducted at arm’s length and are eliminated
on consolidation.
New Zealand segments
Orchard operations
The Group provides on-orchard management services to orchard
owners who produce kiwifruit, avocado and kiwiberry crops.
The Group produces kiwifruit, avocado and kiwiberry crops from:
–Short term leased orchards (typically three-year rolling contracts)
whereby the Group recovers costs and shares any profits with the
orchard owners.
–Long term leased land which the Group has developed into
productive orchards, pays all development and production costs,
owns all crops for the term of the lease, and shares profit with the
landowner after all costs are recovered from crop proceeds.
–Owned orchards whereby the Group incurs growing and harvest
costs and receives all orchard income from crop sales.
Post harvest operations
The Group provides post harvest services to the kiwifruit, avocado,
citrus, berry, and kiwiberry industries. This includes all crops from the
Group’s orchard management and lease operations, plus crops from
independent orchard owners.
Retail service operations
The Group provides fruit marketing services in New Zealand and
internationally, particularly in the Australian and Asian markets. This
includes fruit from the Group’s New Zealand based orchard and post
harvest operations. In New Zealand the Group also provides retail and
ripening services for imported fruit, and operates a wholesale market.
Retail service operations include the production and selling of Kiwi
Crush, Kiwi Crushies and avocado oil to the retail sector and hospitals,
along with post harvest services for kiwiberry.
All other segments - New Zealand
This represents the Group’s aggregated administration, grower
services and overhead sections recorded in the statement of financial
performance and impairment and revaluations of other assets not
attributed directly to any other segment. It also includes the gain on
sale from assets that had been classified as held for sale.
Australian operations
The Group grows, provides post harvest services, and retails all
produce from orchards the Group owns or leases in Australia. The
main products are kiwifruit, nashi pears and European pears, which are
primarily sold in Australia. Included in the 2020 result is a one-off gain
from the settlement of the sale and leaseback transaction, see note 9.
This section focuses on the Group’s financial performance and details the contributions made from the individual operating segments.
EBITDA and EBIT
EBITDA is earnings before interest, tax, depreciation, amortisation, impairments and revaluations. EBITDA is an indicator of profitability and
reflects operating cash flow generation.
EBIT is earnings before interest and tax; an indicator of profitability that excludes interest and income tax expenses.
33SEEKA LIMITED | ANNUAL REPORT 2020
The following table details the operating segments at balance date.
New ZealandAustraliaGroup
New Zealand dollars
Orchard
operations
$000s
Post harvest
operations
$000s
Retail service
operations
$000s
All other
segments
$000s
Australian
operations
$000s
Total
$000s
2020
Income statement
Turnover
1
75,707 140,086 63,882 804 13,065 293,544
Gross segment revenue
75,920 143,132 21,795 804 13,065 254,716
Eliminations
( 213) ( 3,046) - - - ( 3,259)
Total segment revenue
75,707 140,086 21,795 804 13,065 251,457
EBITDA
2
5,439 41,868 3,004 ( 14,801) 7,436 42,946
Depreciation expense
4
( 659) ( 8,083) ( 346) ( 1,547) ( 1,018) ( 11,653)
Lease depreciation expense
6
( 1,259) ( 3,990) ( 465) ( 846) ( 111) ( 6,671)
Gain on revaluation of land and buildings
- 32 - - - 32
Impairment of property, plant and equipment
- - - - ( 30) ( 30)
Impairment of intangible assets
- - - ( 102) - ( 102)
Amortisation of intangible assets
- - - ( 200) ( 4) ( 204)
EBIT
3
3,521 29,827 2,193 ( 17,496) 6,273 24,318
Lease interest expense
6
( 718) ( 2,210) ( 468) ( 398) ( 83) ( 3,877)
Interest expense
5
- - - ( 2,606) ( 1,557) ( 4,163)
Tax charge on profit
- - - 2,050 ( 3,177) ( 1,127)
Profit / (loss) after tax
2,803 27,617 1,725 ( 18,450) 1,456 15,151
Balance sheet
Segment assets
63,437 232,742 12,357 19,675 47,215 375,426
Total assets
63,437232,74212,35719,67547,215375,426
Segment liabilities
33,002 83,857 15,758 26,403 40,113 199,133
Total liabilities
33,002 83,857 15,758 26,403 40,113 199,133
2019
Income statement
Turnover
1
72,419 140,112 49,197 447 11,591 273,766
Gross segment revenue
72,976 142,761 12,299 447 11,591 240,074
Eliminations
( 557) ( 2,649) - - - ( 3,206)
Total segment revenue
7
72,419 140,112 12,299 447 11,591 236,868
EBITDA
2
4,987 40,984 1,673 ( 12,498) ( 627) 34,519
Depreciation expense
4
( 549) ( 7,660) ( 335) ( 1,277) ( 1,049) ( 10,870)
Lease depreciation expense
6
( 741) ( 3,860) ( 205) ( 530) ( 36) ( 5,372)
Loss on revaluation of land and buildings
- ( 60) - - - ( 60)
Impairment of property, plant and equipment
- - - - ( 395) ( 395)
Amortisation of intangibles
- - - ( 250) ( 15) ( 265)
EBIT
3
3,697 29,404 1,133 ( 14,555) ( 2,122) 17,557
Lease interest expense
6
( 336) ( 1,926) ( 252) ( 247) ( 3) ( 2,764)
Interest expense
5
( 4,930)
Tax charge on profit
( 2,979)
Profit / (loss) after tax
3,361 27,478 881 ( 14,802) ( 2,125) 6,884
Balance sheet
Segment assets
54,176 222,892 11,231 27,793 52,154 368,246
Total assets
54,176 222,892 11,231 27,793 52,154 368,246
Segment liabilities
34,782 106,350 13,136 20,952 38,082 213,302
Total liabilities
34,782 106,350 13,136 20,952 38,082 213,302
1. Turnover is a non-GAAP measure, see calculations in note 2.
2. EBITDA, a non-GAAP measure, is earnings before interest, tax, depreciation, amortisation, impairments and revaluations.
3. EBIT, a non-GAAP measure, is earnings before interest and tax.
4. Depreciation includes the depreciation of fixed assets.
5. Interest includes finance costs for bank debt.
6. Lease interest and lease depreciation are as a result of NZ IFRS 16 Leases, see note 13.
7. 2019 segment revenues were restated following the reclassification of $3.726m of revenue from all other segments to the retail services segment.
ANNUAL REPORT 2020 | SEEKA LIMITED34
The following table reconciles segment EBITDA before and after applying NZ IFRS 16.
New ZealandAustraliaGroup
New Zealand dollars
Orchard
operations
$000s
Post harvest
operations
$000s
Retail service
operations
$000s
All other
segments
$000s
Australian
operations
$000s
Total
$000s
2020 - EBITDA
EBITDA pre NZ IFRS 16
3,157 35,937 2,235( 15,813) 14,022 39,538
Capitalised lease costs
2,282 5,931 769 1,012 488 10,482
Gain on sale and leaseback
- - - - ( 7,074) ( 7,074)
EBITDA after applying NZ IFRS 16
5,439 41,868 3,004( 14,801) 7,436 42,946
2019 - EBITDA
EBITDA pre NZ IFRS 16
3,62735,1141,265( 11,731)( 662)27,613
Capitalised lease costs
1,3605,870408533358,206
Gain on sale and leaseback
- - - ( 1,300) - ( 1,300)
EBITDA after applying NZ IFRS 16
4,98740,9841,673( 12,498)( 627)34,519
2. Turnover
The following table reconciles turnover to revenue.
New Zealand dollars
2020
$000s
2019
$000s
Turnover
293,544 273,766
Value of sales made as agent
( 42,087) ( 36,898)
Revenue
251,457 236,868
Turnover
The Board considers turnover a useful measure of the Group's operating activity as it represents the total transactional value of goods and
services provided to external customers during the year. As such turnover includes the value of fruit sales made on behalf of growers and suppliers
where the Group acts as the agent, and is considered the supplier by the purchasing party. This includes all produce sales both local and export.
3. Revenue and other income
New Zealand dollarsNotes
2020
$000s
2019
$000s
Total revenue
251,457 236,868
Other income
Interest
242 214
Gain on sale of investment in shares
- 243
Gain on sale of assets held for sale
9
8,937 3,187
Grower share loyalty scheme
21
( 608) ( 412)
Dividends received
4 3
Net movement in fair value of irrigation water rights
293 904
Other income
572 -
Total other income
9,440 4,139
Total revenue and other income
260,897 241,007
35SEEKA LIMITED | ANNUAL REPORT 2020
Accounting policies
The Group’s major revenue streams are post harvest operations,
orchard management, retail services and Australian operations in
accordance with NZ IFRS 15: Revenue.
Post harvest
The Group enters into two standardised post harvest contracts:
–The first has two performance obligations; to collect the supply
of fruit via picking and transportation, and maturity testing. The
charges are separated in the contract. All revenue is recognised
when the service is performed.
–The second has three performance obligations; to pack fruit, to cool
and dispatch fruit, and to sell class 2 fruit to authorised markets.
These are stand-alone services provided by the Group. Each
performance obligation has a separate transaction price detailed in
the contract and the obligations are recognised when services are
performed; packing revenue as fruit is packed, cooling revenue as
fruit is loaded out from cool storage, and class 2 as fruit is sold.
Orchard management
The Group enters into two orchard management contracts that are
largely standardised:
–The first has one performance obligation; to manage fruit growing.
Revenue is recognised as the service is performed and calculated at
cost plus a margin per the contract. The management fee included
in the contract is recognised evenly over the contract's 12 month
period. An incentive fee is only recognised when agreed orchard
gate return (OGR) targets are achieved and an incentive would be
receivable.
–The second has one performance obligation; to collect the supply
of fruit on short term and long term managed orchards. The
transaction price is determined using a forecasted OGR. Revenue
is recognised when crops are picked (in the June half year accounts
for kiwifruit).
Retail services
The Group enters into three retail service contracts which are
customised to the service being offered (such as ripening or fruit sales):
–The first has one performance obligation; to sell fruit on the owner’s
behalf. As the sales agent, the Group only collects a marketer’s
commission which is recognised when the fruit is sold.
–The second has one performance obligation; to either store or ripen
fruit. Revenue is recognised as the fruit is stored or ripened.
–The third has one performance obligation; to provide ordered
product. The transaction price is based on the agreed price (either
in writing or verbally) with revenue recognised when the fruit is
sold.
Australia
Australian contracts are entered into by the Australian business. The
contracts are on a one-to-one basis with the fruit purchaser and are
largely standardised. There is one performance obligation; to provide
the fruit to the customer. The transaction price is based on the agreed
price (either in writing or verbally) and recognised when the fruit is sold.
Principal versus agent relationship
A principal relationship is one where the Group has the performance
obligation to provide the good or service directly and has control of the
asset or has a right to direct the asset. An agency relationship is one
where the performance obligation is to arrange for the good or service
on behalf of the supplier. The Group currently has agent relationships
for the sale of some fruit and vegetables in the retail services segment.
Impact of seasonality
Group revenues are generated from seasonal horticultural operations,
with post harvest revenues recognised as services are provided and
orcharding revenues recognised once the fruit is harvested. Retail
revenues are generated at the point of sale. In New Zealand kiwifruit
are harvested from March to June, avocados from July to February, and
kiwiberry from February to March. In Australia nashi and European
pears are harvested January to March, and kiwifruit from March to
May. As a result of these harvest timings around 60~70% of orchard
revenues are recognised in the first six months of the financial year.
Due to seasonal fluctuations, the timing of the provision of post
harvest services can vary from year to year, however normally 70~80%
is recognised in the first six months of the financial year, but can be
impacted by seasonal fluctuations.
Irrigation water rights
Water allocation rights are carried at fair value supported by the
value of the traded rights on a recognised exchange or market at
measurement date. Annual water allocation rights are recognised as
a current asset when they are allocated to the Group's permanent
water shares from the first of July each year by the Victorian Water
Register, and are subsequently expensed when the entitlement is
used to irrigate orchards. Any gain on revaluation is recognised in the
statement of financial performance.
Interest income
Interest income is recognised on a time-proportion basis using the
effective interest method.
Dividend income
Dividend income is recognised when the right to receive payment is
established.
Gain on sale of assets held for sale
The gain on sale of assets held for sale is recognised when a sale and
purchase agreement is unconditional and the consideration is paid or
payable at that date.
ANNUAL REPORT 2020 | SEEKA LIMITED36
4. Cost of sales and operating expenses
New Zealand dollarsNotes
2020
$000s
2019
$000s
Operating materials and services
146,782 141,092
Direct employee benefits
53,260 49,017
(Increase) in fair value of biological assets - crop
12
( 1,261) ( 705)
Total cost of sales
198,781 189,404
Total other employee benefits
10,005 8,006
General administrative expenses
8,264 8,141
Audit fees and expenses paid to principal auditors - paid on a Group basis
340 312
Tax compliance and consultancy fees paid to principal auditors
106 150
Tax pooling services paid to principal auditors
5 22
Remuneration benchmarking fees and other advisory services fees paid to principal auditors
- 3
Directors' fees and expenses
450 450
Total other costs
19,170 17,084
Depreciation expense
10
11,653 10,870
Lease depreciation expense
13
6,671 5,372
Amortisation of intangible assets
11
204 265
Impairments and revaluations
Gain / (loss) on revaluation of land and buildings
( 32) 60
Impairment of property, plant and equipment
10
30395
Impairment of intangible assets
11
102 -
Total impairment and revaluation
100 455
Interest expense
4,163 4,930
Lease interest expense
13
3,877 2,764
Total expenses
244,619 231,144
During the year the Group recognised $0.15m of costs relating to the measurement of the employee share schemes issued based on the Black
Scholes Model (Dec 2019 - $0.14m).
Accounting policies
Operating expenses are recognised in the statement of financial performance as incurred, except where future economic benefits arise and they
are recorded as a prepayment.
Wages and salaries, annual leave and sick leave
Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within 12 months of the reporting date, are
recognised in other payables. The employee liabilities are measured at the amounts expected to be paid when settled. Liabilities for non-accumulating
sick leave are recognised when the leave is taken and measured at the rates paid or payable.
37SEEKA LIMITED | ANNUAL REPORT 2020
5. Reconciliation of net operating surplus after taxation with cash flows from operating activities
New Zealand dollars
2020
$000s
2019
$000s
Net operating surplus after taxation
15,151 6,884
Add / (less) non cash items:
Depreciation
11,653 10,870
Lease depreciation
6,671 5,372
Other non-cash lease adjustments
425 -
Loss on revaluation of land and buildings
( 32) 60
Impairment of property, plant and equipment
30 395
Revaluation of employee share scheme
153 ( 44)
Revaluation of grower share scheme
608 412
Movement in deferred tax
( 4,623) ( 2,790)
Movement in fair value of biological assets - crop
( 1,261) ( 705)
Amortisation of intangible assets
204 265
13,828 13,835
Add / (less) items not classified as an operating activity:
Loss on sale of property, plant and equipment
164 265
Gain on sale of property held for sale
( 9,662) ( 3,187)
Decrease in current water allocation account
( 45) ( 247)
Gain on sale of investment in shares
- ( 243)
( 9,543) ( 3,412)
(Increase) / decrease in working capital:
Increase in accounts payable
5,420 2,707
(Increase) in accounts receivable/prepayments
( 3,878) ( 343)
(Increase) / decrease in inventory
2,300 ( 3,378)
Decrease in taxes due
3,075 2,295
6,917 1,281
Net cash flow from operating activities
26,353 18,588
Accounting policies
Cash flows statements are prepared using the direct approach. Cash and cash equivalents are shown exclusive of GST.
ANNUAL REPORT 2020 | SEEKA LIMITED38
6. Income tax expense
New Zealand dollarsNotes
2020
$000s
2019
$000s
a. Current tax expense
Current year
8,767 3,561
Prior period adjustment
( 528) 523
Total current tax expense
8,239 4,084
Deferred tax expense
7
Origination and reversal of temporary differences
( 1,551)( 1,105)
Future tax benefit from the reintroduction of tax depreciation on buildings
( 5,561) -
Total deferred tax expense
( 7,112)( 1,105)
Total income tax expense
1,127 2,979
b. Numerical reconciliation of income tax expense to prima facie tax payable
Profit before income tax expense
16,278 9,863
Tax at the New Zealand tax rate of 28%
3,268 3,866
Tax at the Australian tax rate of 30%
1,290( 1,183)
Tax effect of amounts which are not deductible (taxable) in calculating taxable income
533 276
Future tax benefit from the reintroduction of tax depreciation on buildings
( 5,561)-
Tax exempt income
1,624( 2)
Under provision in prior years - temporary differences
( 27) 22
Income tax expense
1,127 2,979
c. Imputation credit account
Imputation credits available for use in subsequent reporting periods
22,244 16,932
The above amounts represent the balance of the imputation account as at the end of the reporting
period, adjusted for:
a. Imputation credits that will arise from the payment of the amount of the provision for income tax
b. Imputation debits that will arise from the payment of dividends recognised as a liability at the
reporting date; and
c. Imputation credits that will arise from the receipts of dividends recognised as receivables at the
reporting date.
d. Current tax (liability) / receivable
Opening balance of current tax (liability)
( 1,709)( 36)
Acquisition
- 44
Adjustments for prior periods
528( 523)
Current year tax
( 8,767)(2,422)
Reclassify income tax as deferred tax
-( 1,139)
Less tax paid
3,059 2,362
Exchange differences
( 63) 5
Current tax (liability)
( 6,952)( 1,709)
39SEEKA LIMITED | ANNUAL REPORT 2020
Accounting policies
Income tax expense comprises both current and deferred tax and is
recognised in the statement of financial performance.
Current tax is the expected tax payable on the taxable income for the
year, using tax rates enacted or substantively enacted at the reporting
date, and any adjustment to the tax payable in respect of previous years.
Deferred tax is recognised using the balance sheet method, providing
for temporary differences between the tax losses of assets and
liabilities and their carrying amounts in the consolidated financial
statements. Deferred tax is not accounted for if it arises from initial
recognition of an asset or liability in a transaction other than a
business combination and that affects neither accounting or taxable
profit. Differences relating to investments in subsidiaries and jointly
controlled entities are not recognised to the extent that they probably
will not reverse in the foreseeable future.
Deferred tax is measured at the tax rates that are expected to be
applied to the temporary differences when they reverse, based on the
laws that have been enacted or substantively enacted at balance date.
A deferred tax asset is recognised to the extent that it is probable that
future taxable profits will be available against which the temporary
differences can be utilised.
7. Deferred tax
Deferred tax assets and liabilities are offset when there is a legally-enforceable right to offset current tax assets against current tax liabilities and
when the deferred income taxes relate to the same fiscal authority.
The following table details the offset amounts.
New Zealand dollars
2020
$000s
2019
$000s
Net deferred tax liabilities:
Opening balance
17,760 14,970
Reclassify income tax as deferred tax
-( 1,139)
Acquisition
- 2,936
Exchange differences
( 31) ( 25)
Charged to the statement of financial performance
( 7,059) 34
Charged to revaluation reserve
2,434 1,131
(Credited) / debited to hedge reserve
33 ( 147)
Closing balance at end of year
13,137 17,760
The balance comprises temporary differences attributable to:
Temporary differences on non-current assets
17,825 21,802
Current liabilities
( 4,712)( 4,110)
Prepayments and accrued income
24 3,645
Losses reclassified as deferred tax
-( 3,577)
Total deferred tax liability
13,137 17,760
Deferred tax assets are recognised for tax loss carry-forwards to the extent that the realisation of the related tax benefit through the future
taxable profits is probable. No amounts were recognised at balance date and there were no unrecognised tax losses (Dec 2019 - Nil).
The deferred tax liability recognised in the financial statements does not represent the tax that would be payable on the disposal of the buildings;
actual tax payable is limited to the reversal of tax depreciation claimed on that asset in prior period tax returns.
Legislation enacted 25 March 2020 reinstated tax depreciation deductions on non-residential buildings. This resulted in a one-off $5.6m gain in
the income tax calculation for the 2020 financial year, see note 6.
8. Events occurring after balance date
On 15 February 2021, settlement was reached in the matter of the kiwifruit class action against the Crown related to the 2010 Psa outbreak. The
settlement sum is $40m inclusive of GST if any. The allocation of the settlement sum is underway which includes legal cost recovery, payment to
the litigation funding partner, and distribution to claimants, of which Seeka is a claimant. The distribution will require the approval of the High Court
prior to any payment being received by Seeka. The amount Seeka will receive is currently unknown.
A dividend was declared of $0.12 cents per share to be paid 30 March 2021, see note 22.
There are no other material events occurring subsequent to balance date requiring adjustment to or disclosure in the financial statements.
ANNUAL REPORT 2020 | SEEKA LIMITED40
Assets
This section focuses on the physical and intangible assets used by the Group to operate the business, deliver benefits to stakeholders,
add new income streams and generate revenues. Assets include post harvest facilities, retail service facilities, and software. Assets
also include Group-owned land, vines, trees and crop on Group-owned and leased orchards. The Group also has interests in water
shares, leases and goodwill arising from Group acquisitions.
Disclosures are made on additions, disposals, revaluations, depreciation, impairments and amortisation.
9. Assets classified as held for sale
New Zealand dollarsNotes
2020
$000s
2019
$000s
Opening balance at 1 January
27,083 24,197
Properties settled to Seeka
- 35,111
SunGold licence purchased
- 5,728
SunGold licence transferred from intangible assets
11
- 1,662
Reclassification to property, plant and equipment
( 231) -
Development costs incurred
1,069 564
Growing costs (recovered)
( 489) ( 346)
Sales settled by third parties at carrying value
( 23,588) ( 39,833)
Total assets held for sale
3,844 27,083
The following table details the assets classified as held for sale by asset class.
New Zealand dollars
2020
$000s
2019
$000s
Asset class
Land and buildings
1,379 8,382
Property, plant and equipment
599 2,935
Intangible assets
849 8,254
Bearer plants
1,017 6,398
Biological assets - crop
- 1,114
Total assets held for sale
3,844 27,083
Assets are classified as held for sale when their carrying amount will
be recovered principally through a sale transaction rather than through
continuing use. This condition is met when the sale is highly probable and
the assets are available for immediate sale in their present condition, and
the Group is committed to the sale and expects it to be completed within
one year from the date of classification. The accounting standards allow
for the period to extend past 12 months if the circumstances causing the
delay are out of Seeka's control. Management considers the remaining
Northland orchards meet the requirements to extend past 12 months as
there is interest in the properties with sales contracts expected in the
next 12 months. Assets held for sale are recorded at the lower of the
carrying value or fair value less costs to sell as required by NZ IFRS 5.
At 31 December 2020, 23 hectares of orchards (Dec 2019 - 56 hectares)
owned by Seeka were classified as held for sale. These properties were
part of the 2018 purchase of Kerikeri assets from T&G Global Limited.
Sale and leaseback transaction in Seeka Australia
Assets related to three kiwifruit orchards in Australia (Hayward, Austral
and Lakes) were recognised as held for sale at 31 December 2019. In May
2020, Seeka announced an agreement to sell 199 hectares of orchard
subject to the Australian Foreign Investment Review Board (FIRB)
approval. Approval was delayed due to the onset of Covid-19, and was
subsequently granted on 8 December 2020. On 15 December 2020, the
Group completed the sale and leaseback for AUD$26.50m.
The initial term of the leaseback is 10.5 years, with rights of renewal out
to 25 years. The terms of the sale and leaseback are typical of those
entered into for an orchard.
The Group has estimated the present value of the rental obligations
in respect of the leaseback to be AUD$14.08m (NZD$15.01m), based
on the initial term of the leaseback of 10.5 years, discounted at an
incremental borrowing rate of 6.79% per annum.
The definition of a sale under NZ IFRS 15: Revenue was met and the
transaction was carried out at fair value. Sales proceeds received were
judged to reflect the fair value of the underlying assets. The quarterly
rental was deemed to be a fair market rent.
The sale and leaseback was accounted for in accordance with paragraphs
98 to 103 of NZ IFRS 16 Leases because the Group had control of the
underlying asset before the asset was transferred to the buyer, with the
transaction giving rise to the following:
–Right of use asset of AUD$7.47m (NZD$7.97m)
–Net proceeds from sale and leaseback of AUD$26.50m (NZD$28.24m)
–Lease liability assumed of AUD$14.08m (NZD$15.01m)
–Net gain on sale and leaseback of AUD$5.83m (NZD$6.18m)
Seeka entered the arrangement to release capital gains produced on the
orchards and will use the funds from the sale and leaseback arrangement
to repay debt and complete Australian developments while securing
supply for Seeka's orchard-to-market service.
All goodwill from the Australia cash generating unit was allocated in 2019
to the disposal group, based on the Group's assessment of relative fair
values of the assets held for sale and Australia assets being retained.
Critical accounting estimates and judgements
The Group used estimates to judgementally recognise the remaining Northland orchards as held for sale, despite being held for sale for greater
than 12 months. The Group used judgement to classify the Australian sale and leaseback as an asset held for sale and estimates to calculate and
judgementally recognise the gain on sale. This included judging the right of use lease asset, lease liability, lease term and estimated discount rate.
41SEEKA LIMITED | ANNUAL REPORT 2020
10. Property, plant and equipment
New Zealand dollars
Land and
buildings
$000s
Plant and
equipment
$000s
Motor
vehicles
$000s
Bearer
plants
$000s
Assets under
construction
$000s
Total
$000s
At 1 January 2019
Cost or valuation
116,364 95,146 736 11,223 18,868 242,337
Accumulated depreciation and impairment
( 6,291) ( 53,420) ( 475) ( 1,857) ( 219) ( 62,262)
Net book amount
110,073 41,726 261 9,366 18,649 180,075
Year ended 31 December 2019
Opening net book amount
110,073 41,726 261 9,366 18,649 180,075
Additions and transfers
49,082 13,496 327 2,720 ( 9,565) 56,060
Depreciation recovery
- 314 - - - 314
Depreciation
( 4,570) ( 5,938) ( 126) ( 236) - ( 10,870)
Disposals
( 232) ( 865) - - ( 49) ( 1,146)
Impairment of property, plant and equipment
- - - ( 395) - ( 395)
Revaluation
3,908 - - - - 3,908
Reclassification to held for sale
( 3,608) ( 749) - ( 2,878) - ( 7,235)
Foreign exchange
( 140) ( 54) ( 2) ( 53) ( 40) ( 289)
Closing net book amount
154,513 47,930 460 8,524 8,995 220,422
At 1 January 2020
Cost or valuation
165,374 106,949 1,062 11,012 9,214 293,611
Accumulated depreciation and impairment
( 10,861) ( 59,019) ( 602) ( 2,488) ( 219) ( 73,189)
Net book amount
154,513 47,930 460 8,524 8,995 220,422
Year ended 31 December 2020
Opening net book amount
154,513 47,930 460 8,524 8,995 220,422
Additions and transfers
6,258 6,086 271 14,318 ( 5,477) 21,456
Depreciation recovery
4 57 28 - - 89
Depreciation
( 5,131) ( 6,147) ( 134) ( 241) - ( 11,653)
Disposals
( 36) ( 486) ( 55) 64 - ( 513)
Impairment of property, plant and equipment
- - - ( 30) - ( 30)
Revaluation
14,474 - - - - 14,474
Reclassification from held for sale
231 - - - - 231
Foreign exchange
263 104 3 58 128 556
Closing net book amount
170,576 47,544 573 22,693 3,646 245,032
At 31 December 2020
Cost or valuation
186,565 112,652 1,281 25,453 3,864 329,815
Accumulated depreciation and impairment
( 15,989) ( 65,108) ( 708) ( 2,760) ( 218) ( 84,783)
Net book amount
170,576 47,544 573 22,693 3,646 245,032
Assets under construction are assets that are yet to be capitalised and are not depreciated. When the asset is ready for use it is transferred to the
appropriate asset class. At 31 December 2020 the assets under construction relate to the Kerikeri coolstore build, which is stage 2 of the Kerikeri
Capital Project. Stage 1 was the packhouse build, which was completed in 2019.
Land and buildings
Land and buildings are revalued to their estimated market value on a three-year rolling cycle (excluding assets under construction), plus any
subsequent additions at cost, less subsequent depreciation for buildings. In New Zealand valuations are undertaken by TelferYoung Valuers,
ANZIV, independent registered valuer.
In Australia valuations are undertaken by Preston Rowe Paterson Shepparton (previously known as Goulburn Valley Property Services),
independent valuers, Shepparton, Victoria, Australia. All Australian land and buildings were revalued at 31 December 2019.
The valuers consider four different approaches in concert to arrive at a fair value;
1. Direct replacement cost - adds the value of the land to the replacement cost of the buildings and other improvements based on the current cost
of construction less depreciation based on the age of the building with an allowance for physical depreciation. Specific consideration is given to
the 'optimised depreciated replacement cost' methodology.
2. Sales comparison - considers sales of other comparable properties.
ANNUAL REPORT 2020 | SEEKA LIMITED42
The following table details the gain on revaluation of land and buildings recognised in the revaluation reserve, net of tax of $10.43m (Dec 2019 -
$3.20m).
New Zealand dollars
Land
$000s
Buildings
$000s
Total
$000s
Land and buildings revaluation reserve
2,441 7,985 10,426
As a consequence of the building revaluations conducted in December 2020, $5.90m (Dec 2019 - $3.71m) of accumulated depreciation was
offset directly against the assets' cost or valuation, prior to revaluation.
The following table details the depreciated value of land and buildings if they were to be stated on a historical cost basis.
New Zealand dollars
2020
$000s
2019
$000s
Cost
184,251 178,030
Accumulated depreciation
( 41,556) ( 35,557)
Depreciated historical cost
142,695 142,473
Net book amount
170,576 154,513
Impairment of bearer plants
For the year ended 31 December 2020, $0.03m of cherries were at the end of their useful life and removed with the remaining costs impaired.
For the year ended 31 December 2019, the Group replaced some Australian bearer plants as a result of the Psa disease being identified on new
grafts. This resulted in an impairment and the write off of the carrying value of bearer plants of $0.40m which was recognised in the statement of
financial performance. There is no significant impairment relating to bearer plants in the year ended 31 December 2020.
Accounting policies
Bearer plants
Bearer plants are the Group's investment in kiwifruit vines, pear,
avocado and other fruiting vines and trees on Group-owned and leased
land. Bearer plants are stated at historical cost less depreciation.
Historical cost includes all costs incurred to purchase or establish the
asset.
Land and buildings
Land and buildings are shown at fair value, based on periodic, but at
least triennial valuations by independent valuers, plus any subsequent
improvements at cost, less depreciation. At each annual balance date,
no less than one third of assets classified as land and buildings are
revalued and those valuations are used to assess the appropriateness
of the carrying values of all land and building assets held by the Group,
which effectively revalue all land and buildings annually. Revaluations
are performed more frequently if changing industry conditions may
cause their carrying value to differ significantly from fair value. Any
accumulated depreciation at the date of revaluation is eliminated
against the gross carrying amount of the asset and the net amount is
restated to the revalued amount of the asset.
Changes in the carrying amounts arising on revaluation of land and
buildings are accounted for through comprehensive income and other
reserves, except where an asset's assessed fair value is less than the
original cost, in which case the change is recognised in the statement of
financial performance.
Property, plant and equipment
All other property, plant and equipment are stated at historical
cost less depreciation. Historical cost includes all costs incurred to
purchase the asset.
Subsequent additions at cost are included in the asset’s carrying value or
recognised as a separate asset, as appropriate, only when it is probable
that future economic benefits associated with the item will flow to
the Group and the cost of the item can be measured reliably. All other
repairs and maintenance are charged to the statement of financial
performance during the financial period in which they are incurred.
Asset impairments are recognised in the statement of financial
performance.
Depreciation
Land is not depreciated. Depreciation on other assets is calculated
using the straight line or diminishing value method to allocate their
cost or revalued amounts, net of their residual values, over their
estimated useful lives. The depreciation of bearer plants on leased
land orchards is aligned to the term of the lease.
The estimated useful lives of assets are as follows:
– Buildings 20 - 50 years
– Machinery 10 - 20 years
– Vehicles 4 - 7 years
– Furniture, fittings and equipment 3 - 10 years
– Bearer plants: 5 - 50 years
Asset residual values and useful lives are reviewed, and adjusted
if appropriate, at balance date and an asset’s carrying amount is
immediately written down to its recoverable amount.
Gains and losses on disposals are determined by comparing proceeds
with the carrying amount, and any gain or loss is included in the
statement of financial performance. When revalued assets are sold, the
amounts included in the revaluation reserve in respect of those assets
is transferred to retained earnings.
3. Capitalisation of rentals - assumes a hypothetical lease of the property with a current market rental being established and capitalising this at an
appropriate rate of return (6.25% – 10.5%) that would be expected by a prudent investor. The 2020 year saw capitalisation rates fall between
0.5% - 0.75% since the previous valuations.
4. Discounted cash flow - a variation of the investment method whereby it takes the current market rental calculated under the investment
method and forecasts net cash flows over a ten-year period. Cash flows are adjusted for expected growth in market rentals and estimated costs
incurred to maintain land and buildings in operational use. This method assumes land and buildings are sold in the terminal year (year 11).
The net book value of land is $23.43m (Dec 2019 - $23.37m) and buildings is $147.14m (Dec 2019 - $131.14m), see note 29.
43SEEKA LIMITED | ANNUAL REPORT 2020
11. Intangible assets
New Zealand dollarsNotes
Software
$000s
Goodwill
$000s
Water
shares
$000s
Other
intangibles
$000s
Total
$000s
At 1 January 2019
Cost
3,097 10,824 7,858 1,662 23,441
Accumulated amortisation and impairment
( 2,298) ( 2,977) - - ( 5,275)
Net book amount
799 7,847 7,858 1,662 18,166
Year ended 31 December 2019
Opening net book amount
799 7,847 7,858 1,662 18,166
Additions
98 - - - 98
Additions from business combination
19
- 7,035 - - 7,035
Revaluation
- - 1,343 - 1,343
Exchange differences
- ( 61) ( 79) - ( 140)
Amortisation
( 265) - - - ( 265)
Reclassification to assets held for sale
9
- ( 5,889) - ( 1,662) ( 7,551)
Closing net book amount
632 8,932 9,122 - 18,686
At 1 January 2020
Cost
3,195 10,963 9,122 - 23,280
Accumulated amortisation and impairment
( 2,563) ( 2,031) - - ( 4,594)
Net book amount
632 8,932 9,122 - 18,686
Year ended 31 December 2020
Opening net book amount
632 8,932 9,122 - 18,686
Additions
67 - - - 67
Disposals
( 13) - - - ( 13)
Revaluation
- - ( 1,039) - ( 1,039)
Impairment
( 102) - - - ( 102)
Exchange differences
- - 227 - 227
Amortisation
( 204) - - - ( 204)
Closing net book amount
380 8,932 8,310 - 17,622
At 31 December 2020
Cost
3,147 10,963 8,310 - 22,420
Accumulated amortisation and impairment
( 2,767) ( 2,031) - - ( 4,798)
Net book amount
380 8,932 8,310 - 17,622
Other intangibles related to SunGold kiwifruit licences that were subsequently reclassified as held for sale with the Northland orchards in 2019
once Seeka obtained the property titles, see note 9.
The amortisation period of software is four to five years.
Water shares are an integral part of land and irrigation infrastructure required to grow pears, kiwifruit and other annual crops in Australia and
are carried at fair value based on the closing water share market price. The movement in the fair value is recognised in the statement of other
comprehensive income.
Critical accounting estimates and judgements
At 31 December 2020 a significant portion of Seeka's land and building portfolio was revalued. Seeka’s property values significantly increased
in the last year due to an increase in market demand for industrial properties. Seeka operates in the food production industry, which remained
stable with a high demand for healthy foods during the Covid-19 pandemic. Properties situated in the Bay of Plenty are also expected to be less
affected than other regions given the ongoing strength of horticulture and agriculture businesses.
Seeka’s Australian properties are in the food production region of Victoria. The sale and leaseback transaction completed on 15 December
supports the carrying values of the remaining properties.
Sensitivity analysis suggests the remaining properties that were not revalued this year could cause an increase in land and buildings of a
further 2-4%. This is not considered a material movement in land and building values.
ANNUAL REPORT 2020 | SEEKA LIMITED44
The following table details the key assumptions used for value-in-use calculations and the recoverable amount.
Group cash generating unitsOperating segment
Goodwill
carrying
amount
$000s
Discount
rate
1
Revenue
growth rate
1-5 years
Terminal
growth rate
2
2020
Aongatete Coolstores Limited Post harvest operations
7,035 8.0%3% - 5%
3
1.0%
Northland packhouse Post harvest operations
1,220 8.0%( 4%) - 7%
4
1.0%
SeekaFresh Retail services operations
433 8.0%2%
5
2.0%
Kiwi Crush Retail services operations
244 8.0%2%
6
1.0%
2019
Aongatete Coolstores Limited Post harvest operations
7,035 8.0%1% - 4%1.0%
Northland packhouse Post harvest operations
1,220 8.0%2% - 15%1.5%
SeekaFresh Retail services operations
433 8.0%3% - 13%2.0%
Kiwi Crush Retail services operations
244 8.0%5%5.0%
The following table details how water shares would be stated on the historical cost basis.
New Zealand dollars
2020
$000s
2019
$000s
Cost
4,535 4,535
Amortised cost
4,535 4,535
Net book amount
8,310 9,122
Impairment tests for goodwill
The Board reviews and monitors goodwill at a cash generating
unit level. Goodwill represents the 2019 acquisition of Aongatete
Coolstores Limited, the 2018 acquisition of the Northland business,
the previously-acquired Glassfields business (now named SeekaFresh)
and the Kiwi Crush and Kiwi Crushies product ranges.
The recoverable amount is based on the net present value of the
five-year after-tax cash flow projection (value in use), with a terminal
value beyond five years. Cash flows beyond the five year period
are extrapolated using estimated growth rates and discount rates
stated in this note. The assumptions used for the analysis of the net
present value of forecast gross margin for the cash generating unit, is
determined based on past performance and the Board's expectations of
future market development, plus the Group's five year financial plans.
No goodwill was recognised during the year. For the year ended
31 December 2019, $7.0m of goodwill was recognised from the
acquisition of Aongatete Coolstores Limited, see note 19.
All amounts recognised as goodwill at 31 December 2020 were tested for
impairment at balance date and no impairment arose in the current year.
1. The discount rate is calculated based on the specific circumstances
of the cash generating unit and its operations, and is derived from
its weighted average cost of capital. The discount rate for Seeka is
set at 8% as this represents the Board's assessment of the Group's
weighted average cost of capital of 7% plus an additional 1% to
recognise the higher risk of a smaller division.
2. The long term growth rate is based on growth in GDP, market
conditions and opportunities for growth within the industry. The
Group has set its terminal growth rates between 1% - 2% to ensure
a long term conservative growth estimate has been applied in the
impairment tests.
3. If the revenue growth rates reduced to 2%, there is no impairment.
4. The revenue growth rates used for the Northland packhouse reflect
the expected increase in SunGold kiwifruit volumes as plantings
come into production during the period being assessed. If the
revenue growth rates reduced to 3%, there would be no impairment.
The negative 4% growth rate relates to an expected decline in citrus
packing in Northland in 2023 and onwards which will be replaced by
increasing Zespri SunGold volumes in the following years.
5. The revenue growth used for the SeekaFresh business reflects
the expected performance of the business over the period being
assessed. The 2% revenue growth rate is considered a conservative
estimate and no impairment is required.
6. The revenue and terminal growth rates used for Kiwi Crush reflects
expected performance over the next 5 years as the business
continues to commercialise new product lines and explore new
markets.
At 31 December 2020, all goodwill balances were reviewed for
indicators of impairment.
The goodwill relating to Aongatete Coolstores Limited and the
Northland packhouse are supported by 2020 operational outcomes.
2020 kiwifruit harvest volumes were in line with the prior year and
packing volumes are expected to increase in future years. Whilst
Covid-19 impacted 2020 costs and packing margins, the post harvest
segment operated profitably throughout the lockdown period. For these
reasons, there are no indications of impairment of the goodwill relating
to Aongatete Coolstores Limited and the Northland packhouse.
The goodwill relating to the Kiwi Crush business is supported by
current trading performance. Having achieved 2020 targets, there are
no indications of impairment of the goodwill relating to the Kiwi Crush
business.
SeekaFresh started the year well, until sales were impacted by
Covid-19. The business continued to operate as an essential service,
but was affected by the temporary closure of hospitality and
independent retail based customers during the lockdown. Following
completion of the restucturing period for SeekaFresh in 2020, the
commission business (which includes the domestic and export sales
of Seeka-grown avocado, kiwiberry, and class two, class three, and
collaboratively marketed kiwifruit), is integrated with the original
Glassfields business to a degree where is indistinguishable from the
original cash generating unit, and has therefore been included in
the forecasted revenue assumptions. The terminal growth rate has
remained consistent, but sensitivity was performed to ensure a 1%
terminal growth rate would not result in an impairment.
No other reasonable changes to key assumptions would require an
impairment of goodwill.
45SEEKA LIMITED | ANNUAL REPORT 2020
12. Biological assets - crop
Crops growing on bearer plants are classified as biological assets and measured at fair value.
Crop assets are kiwifruit, Nashi pears, Packham pears, Corella pears, other pears, cherries, avocado, apricot, and plum crops growing on leased
and owned orchards and yet to be harvested at balance date.
The following table reconciles beginning balances to end balances for biological assets crop measured at fair value defined as level 3 in note 29.
New Zealand dollars
2020
$000s
2019
$000s
Carrying amount at 1 January
18,629 17,924
Crop harvested during the period
Fair value movement from the beginning of the period to point of harvest
23,599 19,563
Fair value when harvested
( 42,228) ( 37,487)
Crop growing on bearer plants at end of period
Crop where cost is deemed fair value
19,597 18,148
Crop at fair value
293 481
Carrying value at 31 December
19,890 18,629
The following table reconciles fair value movement of biological assets - crop.
New Zealand dollars
2020
$000s
2019
$000s
Movement in carrying amount
1,159 756
Exchange differences
102 ( 51)
Net fair value movement in crop
1,261 705
The following table details the classification of biological assets - crop.
New Zealand dollars
2020
$000s
2019
$000s
Australia - all varieties
4,201 4,703
New Zealand - kiwifruit crop
14,863 13,563
New Zealand - avocado crop
826 363
Carrying value at end of period
19,890 18,629
Accounting policies
Intangible assets
Assets with a finite useful life are subject to depreciation and
amortisation and reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount may
not be recoverable. Intangible assets that have an indefinite life
are not subject to amortisation and are tested at least annually
for impairment, with impairment losses recognised when the
carrying amount exceeds the recoverable amount. When assessing
impairment, assets are grouped at the lowest identifiable unit able to
generate cash flow.
Software
Acquired computer software licences are capitalised on the basis of
the costs incurred to acquire and bring to use the specific software.
Internally developed computer software is capitalised when it enters
the development phase and includes costs incurred to develop and
test the software for use. Intangible assets are amortised over their
estimated useful life (typically three to five years).
Goodwill
Goodwill represents the excess of the cost of an acquisition over the
fair value of the Group’s share of the net identifiable assets at the
date of acquisition. Goodwill on a business acquisition is included
in intangible assets, and on acquisition of an associate is included in
investments in associates. When acquired in business combinations,
the goodwill is annually tested for impairment (or more frequently if
deemed prudent) and carried at cost less accumulated impairment
losses. Gains and losses on the disposal of a business include the
carrying amount of goodwill relating to that business.
Water shares
The Group records permanent water shares at fair value based on the
market price at balance date. The shares are fully tradeable and have
an indefinite life and are not amortised.
Other intangibles
Other intangibles subject to amortisation are amortised over the life
of the asset on a straight line basis. The expense is charged to the
statement of financial performance.
Critical accounting estimates and judgements
The review of impairment of intangible assets uses judgement to identify indicators of impairment. The impairment testing of intangible assets
uses estimates of revenue growth rates, discount rates and terminal growth rates.
ANNUAL REPORT 2020 | SEEKA LIMITED46
13. Right of use lease assets and lease liabilities
The Group reports all leases on the balance sheet where it has the right to obtain substantially all of the economic benefits from the use of the asset
throughout the period of the lease, with the exception of low value leases or leases less than 12 months, as per NZ IFRS 16.
The following table details leases where the Group is a lessee.
New Zealand dollars
2020
$000s
2019
$000s
Right-of-use lease assets
Land and buildings
26,663 27,168
Orchard leases
19,644 12,274
Equipment
2,403 3,182
Motor vehicles
2,121 2,100
Total right-of-use lease assets
50,831 44,724
The movements for the year are as follows:
Right-of-use lease asset movements
Opening balance
44,724 32,652
Additions
12,778 17,444
Depreciation
( 6,671) ( 5,372)
Closing balance
50,831 44,724
New Zealand dollars
2020
$000s
2019
$000s
Lease liabilities
Current
6,342 5,211
Non-current
58,040 45,267
Total lease liabilities
64,382 50,478
The liabilities are classified as follows:
Lease liabilities
Land and buildings
31,119 31,462
Orchard leases
28,707 13,847
Equipment
2,390 2,990
Motor vehicles
2,166 2,179
Total lease liabilities
64,382 50,478
The movements for the year are as follows:
Lease liability movements
Opening balance
50,478 36,840
Additions
20,508 18,708
Reduction in liability
( 6,604) ( 5,070)
Closing balance
64,382 50,478
Accounting policies
Biological assets are the crops growing on bearer plants in the Group’s
leased and owned orchards. The method to determine fair value
depends on the degree of biological transformation (the maturity of
the fruit) at balance date.
When insufficient biological transformation has occurred, the fair value is
the costs incurred at balance date to grow the crops (provided the costs
are considered recoverable). When costs are not considered recoverable
they are expensed in the statement of financial performance.
When sufficient biological transformation has occurred, fair value is
the estimated net market return less selling cost and costs to market.
The estimated market return less selling cost is established by reference
to current and expected sales returns when available. When market data
is not available an assessment is made based on historical data.
Critical accounting estimates and judgements
The valuation of biological assets uses estimates of market returns to determine value.
Crop where cost is deemed fair value
Kiwifruit, nashi, Packham and Corella pear crops are not considered to
have achieved sufficient biological transformation at balance date and
as such cost is deemed fair value, see note 29.
During the year ended 31 December 2020, no development costs
were expensed due to the effect of Psa on recently grafted crops
on producing orchards in Australia (Dec 2019: $0.50m). This was
reflected in the change in the fair value of the biological asset.
47SEEKA LIMITED | ANNUAL REPORT 2020
Additions
On 15 December 2020, the Group completed a sale and leaseback transaction for three kiwifruit orchards totalling 199 hectares in Australia.
The completion of this sale created a right-of-use lease asset and a lease liability, with the difference between the two recognised as a gain on
sale through the statement of financial performance, see note 9.
On 30 September 2019 of the prior year, the Group entered into the sale and leaseback transaction for an orchard in Northland. The lease was
for 15 years. A right of use asset and lease liability was calculated using the incremental borrowing rate, with the difference representing a gain
on sale in 2019.
Accounting policies
Lease liabilities are measured as the present value of the remaining
lease payments, including any renewal periods that are likely to be
exercised, discounted using the Group’s incremental borrowing rate
which ranges between 5% and 10%. The discount rate is based on the
Group's incremental borrowing rate, being the rate the Group would
borrow the funds required to purchase the asset. When determining
the discount rate, Seeka considers that the right-of-use lease asset
should not be greater than the fair value of the underlying asset being
leased.
The Group’s right-of-use lease asset is equal to the lease liability on
the day of lease inception, with the exception of sale and leaseback
transactions where the asset is measured as the proportion of the
carrying value of the asset sold of which the benefit is retained by the
Group. The right-of-use lease asset is depreciated on a straight line
basis over the period of the lease. Costs incurred with a lease that are
not part of the cost of the right-of-use lease asset are expensed.
All leases have been classified into one of the following asset classes:
–Land and building - leases for rental of all properties, including
packhouses and coolstores
–Orchard - leases held for the development of productive orchards
–Equipment - leases for equipment, including plant equipment and
forklifts
–Motor vehicles - three year leases for motor vehicles
The Group leases various properties for the packing and cooling
of kiwifruit, orchard leases to grow kiwifruit and avocados, and
equipment and vehicle leases. The terms of the leases vary, with land
and building leases ranging from 10 - 15 years, with one 99 year lease.
Orchard leases range from 5 - 15 years, and equipment and vehicle
leases range from 1 - 3 years.
Contracts may contain both lease and non-lease components. In
the case of orchard leases, only the fixed rental is recognised as a
lease liability. Any variable consideration relating to profit share on
the orchard leases is not accounted for as the profit share is only
determined after a crop has been harvested and is not identifiable
at the commencement of the lease. Lease terms are negotiated on
an individual basis and contain a wide range of different terms and
conditions. The lease agreements do not impose any covenants
other than the security interest in the leased assets that are held by
the lessor. Leased assets may not be used as security for borrowing
purposes.
The Group is exposed to potential future increases in land and building
lease payments based on contractual market rent reviews that are not
included in the lease liability until the rent review takes place.
Lease payments are allocated between principal and lease interest.
The lease interest is charged to the statement of financial performance
over the term of the lease.
Critical accounting estimates and judgements
The valuation of right-of-use lease assets and lease liabilities uses judgement to determine the incremental borrowing rate and the
likelihood of exercising any rights of renewal to extend the lease term.
ANNUAL REPORT 2020 | SEEKA LIMITED48
Working capital
Accounting policies
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for doubtful debts.
Collectability of trade receivables is reviewed on an ongoing basis including debts past due, but not considered impaired. Debts which are known
to be uncollectible are written off. A provision for doubtful receivables is established based on the expected default rates over the balance of trade
receivables. See note 28 for calculation details.
15. Inventories
New Zealand dollars
2020
$000s
2019
$000s
Total packaging at cost
3,884 3,212
Other inventories at cost
2,052 2,243
Total inventories
5,936 5,455
In the current year, $27.48m (Dec 2019 - $28.89m) of packaging inventory costs were expensed to cost of sales in the statement of financial
performance.
Accounting policies
Raw materials, work in progress, finished goods and produce are stated at the lower of cost or net realisable value. Cost comprises direct
materials and direct labour, and are assigned to individual items of inventory on the basis of weighted average cost. Net realisable value is the
estimated selling price less estimated costs of completion and sales costs.
This section focuses on how the Group manages inventories, accounts receivable and accounts payable to ensure an appropriate level
of working capital is available to operate the business, deliver benefits to stakeholders and generate revenues.
14. Trade and other receivables
New Zealand dollars
2020
$000s
2019
$000s
Current trade receivables (net of provision for doubtful debts)
13,796 12,035
Prepayments
1,758 1,347
Prepaid deposits
1,470 1,827
GST refund due
620 502
Accrued income and other sundry receivables
6,871 7,622
Accrued unconditional sales of assets classified as held for sale
- 4,950
Current trade and other receivables
24,515 28,283
Non current trade receivables
672 683
Non current trade and other receivables
672 683
Total trade and other receivables
25,187 28,966
December 2020 prepaid deposits incorporated $1.5m of deposits for avocado trees not yet received (Dec 2019 - $1.8m).
Accrued income and other sundry receivables includes income to be received from orcharding operations over leased and owned orchards
relating to 484 hectares (Dec 2019 - 481 hectares).
Within current trade receivables, $1.97m are past due (Dec 2019 - $2.13m), of which 1.6% are more than 90 days (Dec 2019 - 2.6%). Non-current
trade receivables are considered recoverable and relate to debtors secured against crop supply commitments with repayment terms of up to five years.
A $0.16m provision for doubtful debts was recognised in the financial statements (Dec 2019 - $0.13m).
Critical accounting estimates and judgements
The Group reviewed trade and other receivables for any debtor impairment, credit risk, or any other such risks that may result in non-
payment. The Group did not identify any circumstances that required further provisioning or impairment of financial instruments.
49SEEKA LIMITED | ANNUAL REPORT 2020
16. Trade and other payables
New Zealand dollars
2020
$000s
2019
$000s
Trade payables
5,909 6,935
Accrued expenses
16,034 11,062
Employee expenses
5,354 4,437
Accrued dividend payable
3,231-
Other payables
444 499
Total trade and other payables
30,972 22,933
Trade payables include $0.7m for capital works in progress (Dec 2019 - $1.1m).
Accrued expenses include costs to be incurred from orcharding operations over leased and owned orchards totalling 484 hectares (Dec 2019 -
481 hectares). Accrued expenses also include costs relating to the retail service segment and the export and domestic sale of avocado.
Accounting policies
Trade payables are recognised initially at fair value (the invoiced amount). If the Group has been provided with extended terms of trade, they are
then recognised at amortised cost using the effective interest method.
ANNUAL REPORT 2020 | SEEKA LIMITED50
Funding
This section focuses on how the Group manages its capital structure to protect shareholder value while funding operations that deliver
benefits to stakeholders and grow shareholder returns.
Disclosures are made on the Group’s bank facilities, retained earnings, dividends paid to shareholders, and earnings per share. Details on the
Company’s share capital include shares issued under the dividend reinvestment plan, grower incentive and employee share schemes.
17. Interest bearing liabilities
New Zealand dollars
2020
$000s
2019
$000s
Current secured
Bank borrowings
9,157 21,854
Total current interest bearing liabilities
9,157 21,854
Non current secured
Non current portion of term liabilities
73,862 97,778
Total non-current interest bearing liabilities
73,862 97,778
Total interest bearing liabilities
83,019 119,632
Analysis of movements in borrowings:
At 1 January
119,632 80,400
Cash flow - additional borrowings
59,329 121,184
Cash flow - repayment of borrowings
( 96,161) ( 81,774)
Exchange differences
219( 178)
At 31 December
83,019 119,632
Analysis of total facilities:
Drawn
83,019119,632
Available
39,28119,968
Total facilities at 31 December
122,300139,600
The Board has assessed the fair value of the term loans as the outstanding balance at balance date.
The Group’s bank facilities are held with Westpac and Rabobank and it is expected that all facilities will be refinanced when they become due for
review in the normal course of business.
The following table details the amounts of the term loans drawn down at balance date and their maturities.
Banker
Balance due
$000sInterest rateMaturity
Term loans as at 31 December 2020
AUD $17mWestpac
18,116 2.36%31 December 2022
NZD $34.5mWestpac
28,500 2.15%31 December 2022
NZD $12mWestpac
12,000 2.72%31 December 2023
NZD $9mWestpac
9,000 2.72%31 December 2023
NZD $6.3mRabobank
6,246 2.33%22 December 2022
Term loans as at 31 December 2019
AUD $17mWestpac
17,677 3.02%31 December 2021
AUD $10mWestpac
10,334 4.15%30 September 2021
NZD $31.5mWestpac
31,500 2.75%31 December 2021
NZD $12mWestpac
12,000 3.39%31 March 2022
NZD $10mWestpac
10,000 3.28%31 March 2022
NZD $9mWestpac
9,000 3.39%31 March 2022
NZD $6.4mRabobank
6,405 3.24%31 January 2021
NZD $0.9mRabobank
862 3.24%26 February 2021
The Group’s term loans are on interest-only repayment terms, with the exception of the $6.25m Rabobank loan, which has a scheduled $1.02m
annual payment of principal.
51SEEKA LIMITED | ANNUAL REPORT 2020
Accounting policies
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost.
When it is probable that part or the entire loan will be drawn down, any loan facility establishment fee paid is recognised as a loan transaction cost.
When the loan will probably remain undrawn, any loan fee paid is capitalised as a pre-payment for liquidity services and amortised over the period of
the facility.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after
balance date.
18. Share capital
Shares
2020
Shares
2019
Shares
Authorised and issued share capital
Ordinary shares - fully paid and no par value:
Opening balance
32,115,799 29,317,470
Shares issued under:
Dividend reinvestment programme
88,240 168,526
Grower loyalty share scheme
- 2,061,803
Employee share scheme
- 568,000
Total shares issued
32,204,039 32,115,799
Ordinary shares - classified as follows:
Held by ordinary shareholders
29,455,162 29,366,922
Held by Seeka Share Trustee Limited
2,748,877 2,748,877
Total shares issued
32,204,039 32,115,799
New Zealand dollars
2020
$000s
2019
$000s
Movements in ordinary paid up share capital:
Opening balance of ordinary shares
109,434 96,112
Issues of ordinary shares during the year
348 804
Grower loyalty share scheme issue
- 9,814
Employee share scheme issue
- 2,704
Closing balance of ordinary share capital
109,782 109,434
Movements in treasury share capital:
Opening balance of ordinary shares
12,661 1,706
Employee share scheme receipts - 2016 issue
( 124) ( 1,231)
Grower loyalty share scheme issue of new shares
- 9,814
Grower loyalty share scheme receipts - 2019 issue
( 192) ( 231)
Employee share scheme issue of new shares
- 2,704
Employee share scheme receipts - 2019 issue
( 52) ( 101)
Closing balance of shares held as treasury capital
12,293 12,661
Net share capital
97,489 96,773
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of fully
paid shares held.
The 2016 employee share scheme issue vested on 20 May 2019, see note 21.
Assets pledged as security
Bank loans and overdrafts are secured by first mortgages over the Group’s freehold land and buildings. The Group’s policy is to protect the term
portion of the loans from exposure to changing interest rates via the use of derivatives, see note 30.
ANNUAL REPORT 2020 | SEEKA LIMITED52
19. Business combination
Purchase of shares in Aongatete Coolstores Limited
During the period ended 31 December 2019, the Group purchased 100% of the shares in Aongatete Coolstores Limited, a kiwifruit post harvest
business based north of Tauranga in the Bay of Plenty, New Zealand. The business owned packhouse and coolstore facilities and operated an
orchard management business. The purchase was completed on 18 March 2019 for a purchase price of $14m.
The following table details the fair values of assets and liabilities recognised at acquisition.
New Zealand dollars
2019
$000s
Aongatete Coolstores Limited
Land and buildings
17,450
Property, plant and equipment
1,852
Inventory
438
Leased assets
928
Biological assets
2,080
Cash and debtors
768
Creditors
( 428)
Other current liabilities
( 1,829)
Deferred tax liability
( 2,891)
Leased liabilities
( 948)
Term loans
( 10,455)
Goodwill
7,035
Total purchase consideration for shares
14,000
The goodwill was allocated to the post harvest and orchard segments and is attributable to the operation’s strong position in the Bay of Plenty and
synergies expected to arise after adding additional post harvest and orchard facilities to Seeka’s operations. The goodwill is not expected to be
impaired in the foreseeable future. None of the goodwill is expected to be deductible for tax purposes. Acquisition-related costs of $0.20m were
included in administrative expenses. Deferred tax of $2.9m was provided in relation to differences between tax values and the fair value of certain
assets.
Land and buildings were valued using an independent valuation completed by Telfer Young Valuers using the same approach as other land and
buildings detailed in note 10.
No changes have been made since 31 December 2019.
Accounting policies
Ordinary shares are classified as equity.
Where any Group company purchases the Company's equity share capital (treasury shares), the consideration paid, including any directly
attributable incremental costs (net of income taxes), is deducted from equity attributable to the Company's equity holders until the shares are
cancelled or reissued. Where such shares are subsequently reissued, any consideration received, net of any directly attributable incremental
transaction costs and the related income tax effects, is included in equity attributable to the Company's equity holders.
Grower loyalty share scheme
On 15 March 2019, the Group invited eligible growers of kiwifruit, avocado and kiwiberry to participate in a three-year grower loyalty share
scheme, whereby each participant would be allocated a parcel of shares based on their orchard's current or forecast production. This issue of up
to 2.6m shares was approved by shareholders on 14 February 2019.
In April 2019, 2,061,803 shares were issued to the scheme's trustees on behalf of 405 participating growers. The issue price of $4.76 per share was
funded by the Group making a $9.8m non-interest-bearing loan to the trustees. Upon meeting the terms of the scheme by supplying all product
from the participating orchards for three consecutive seasons, participating growers can elect to pay the outstanding balance of their loans, less any
dividend payments made on the shares, and have the shares transferred to them. Shares issued under this scheme vest in 2021 and 2022.
Employee share scheme
On 15 March 2019, the Group invited eligible employees to participate in a five-year employee share scheme, whereby each participant would
be allocated a parcel of shares based on their role in the business. In April 2019, 568,000 shares were issued to the scheme's trustees on behalf
of 319 participating employees. The issue price of $4.76 per share was funded by the Group making a $2.7m non-interest-bearing loan to the
trustees. Upon meeting the terms of the scheme by continuing employment for three consecutive years, participating employees can elect to pay
the outstanding balance of their loans, less any dividend payments made on the shares, and have the shares transferred to them. Shares issued
under this scheme vest in 2022.
Critical accounting estimates and judgements
Business combination requires the use of estimates to determine the fair value of the acquisition's assets and liabilities at the date of acquisition.
53SEEKA LIMITED | ANNUAL REPORT 2020
20. Earnings and net tangible assets per share
20202019
Basic earnings per share
Profit attributable to equity holders of the Company ($000s)
15,151 6,884
Weighted average number of ordinary shares in issue (thousands)
1
29,416 29,394
Basic earnings per share
$0.52 $0.23
Diluted earnings per share
Profit attributable to equity holders of the Company ($000s)
15,151 6,884
Weighted average number of ordinary shares in issue plus dilutive employee share scheme (thousands)
1
29,437 29,415
Diluted earnings per share
$0.52 $0.23
Net tangible assets per share
Net tangible assets ($000s)
167,360 146,012
Total ordinary shares issued at the end of the period (thousands)
32,204 32,116
Net tangible asset per share
$5.20 $4.55
1. The prior year denominator number of shares have been adjusted to account for treasury shares.
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of
ordinary shares outstanding during the period, adjusted for bonus elements in ordinary shares issued during the period.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax
effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed
to have been issued for no consideration in relation to dilutive potential ordinary shares.
Net tangible asset per share
Net tangible asset per share is calculated by dividing the Group’s net assets less goodwill by the total shares on issue at the end of the period.
21. Retained earnings and reserves
Retained earnings
The following table details movements in retained earnings.
New Zealand dollars
2020
$000s
2019
$000s
At 1 January
36,659 37,071
Net profit for the year
15,151 6,884
Dividends paid or declared
( 6,721) ( 7,469)
Realisation of permanent gain on sale
1,274 -
Release of share-based payments
- 182
Foreign exchange movement
3 ( 9)
At 31 December
46,366 36,659
Reserves
The following table details the closing balances of reserve accounts.
New Zealand dollars
2020
$000s
2019
$000s
Reserves
Cash flow hedge reserve
( 484) ( 569)
Water share revaluation reserve
2,597 3,325
Land and buildings revaluation reserve
29,097 18,671
Foreign currency translation reserve
( 170) ( 153)
Foreign currency revaluation reserve
108 ( 291)
Share reserve
1,290 529
Total reserves
32,438 21,512
ANNUAL REPORT 2020 | SEEKA LIMITED54
The cash flow hedge reserve is used to record increases and decreases on the revaluation of derivative financial instruments.
The water share revaluation reserve is used to record increases and decreases on the revaluation of Seeka's owned permanent water shares in
Victoria, Australia.
The land and buildings revaluation reserve is used to record increments and decrements on the revaluation of land and buildings.
The foreign currency translation reserve is used to record foreign currency translation differences on the translation of the Group entities results
and financial position. The amounts are accumulated in other comprehensive income and recognised in profit and loss when the foreign operation
is partially disposed of or sold.
The foreign currency revaluation reserve is used to record unrealised gains and losses on the Group's assets and liabilities held in foreign currencies.
The share reserve is used to record the value of option benefits recognised on the Group's grower loyalty and employee share schemes as detailed
in this note.
The Group operates two equity-settled, share-based incentive plans:
–An equity-settled, share-based compensation plan for employees. Shares are periodically issued under this plan.
–An equity-settled, grower loyalty share scheme approved by shareholders on 14 February 2019.
The employee share scheme is managed by a trust deed established September 2014. The grower loyalty share scheme is managed by a trust
deed established 15 March 2019. The trustee for both trusts is 'Seeka Share Trustee Limited', whose directors are also directors of Seeka.
Employee share scheme
Under the employee share scheme, shares are issued to an employee share trust in return for a debt back to the Company. Qualifying employees
are eligible to subscribe to shares held by the trust under the terms of the scheme with the shares to vest at the end of three years. The option
benefit is recognised as a share-based payment expense and recorded as an expense over the vesting period. At the end of the vesting period the
employee has an option to settle any outstanding debt on their shares and have the shares transferred to them.
At the date the shares vest the employee can elect to extend the repayment period by two years with interest charged and the shares held by the
trust as security and only transferred when the debt is fully repaid. Alternatively at the date the shares vest the employee can elect that the shares
do not vest to them and any outstanding debt will be forgiven and the shares sold by the trustees. The proceeds from the shares that vest or from
the sale of shares is used to repay the debt owed to the Company.
The following table details movement in the share reserve relating to the employee share scheme.
New Zealand dollars
2020
$000s
2019
$000s
At 1 January
117 159
Transfer to retained earnings
- ( 182)
Movement in employee share entitlement reserve
153 140
At 31 December
270 117
At balance date the number of shares in respect of which options have been granted to employees and remain outstanding under the scheme was
689,008 (Dec 2019 - 687,074), representing 2.14% (Dec 2019 - 2.14%) of the shares of the Company on issue at that date.
Grower loyalty share scheme
Under the grower loyalty share schemes shares are issued to a share trust in return for a debt owned back to the Company. Qualifying supplying
growers were eligible to subscribe to shares held by the trust under the terms of the offer agreements dated 15 March 2019 and 22 March 2019.
Shares vest after the grower supplies the Company their kiwifruit and avocado crops for the three harvests through to 31 March 2022. The option
benefit is recognised as a discount against revenue over the vesting period. At the end of the vesting period the grower has an option to settle any
outstanding debt on the shares and have the shares transferred to them. Alternatively the grower can elect not to have the shares transferred
to them and any outstanding debt will be forgiven and the shares sold by the trustee. The proceeds from the shares that vest or from the sale of
shares is used to repay the debt owed to the Company.
The following table details movement in the share reserve relating to the grower loyalty share scheme.
New Zealand dollars
2020
$000s
2019
$000s
At 1 January
412 -
Movement in grower share entitlement reserve
608 412
At 31 December
1,020 412
At balance date the number of shares in respect of which options have been granted to growers and remain outstanding under the scheme was
2,061,803 (Dec 2019 - 2,061,803), representing 6.40% (Dec 2019 - 6.42%) of the shares of the Company on issue at that date.
55SEEKA LIMITED | ANNUAL REPORT 2020
The following table details the closing value of the share reserve.
New Zealand dollars
2020
$000s
2019
$000s
Related to employee share entitlement reserve
270 117
Related to grower share entitlement reserve
1,020 412
At 31 December
1,290 529
For both schemes the shares are issued fully paid in exchange for a loan to the share scheme trust of behalf of scheme members.
The shares held by the trustee on behalf of employees and growers carry the same voting rights as other issued ordinary shares with votes only
able to be made via the trustees. The trustees are not able to vote, other than at the direction of the individual member employees and growers.
While monies are owed on the shares they remain with the trustee.
The options element of the schemes are valued using the Black Scholes pricing model on the grant date, which is the date the shares are first
issued to the trust. Volatility is forecasted into the model.
The following table details inputs to the Black Scholes pricing model, used to value the cost of the share schemes to the Group.
Inputs into the model
Issue date4 April 201910 April 201920 May 2016
Shares issued
Grower loyalty share scheme
1,923,550138,253-
Employee share scheme
505,00063,000398,100
Total shares issued
2,428,550201,253398,100
Grant date share price
$4.78$5.05$3.88
Exercise price
$4.76$4.76$3.88
Expected life (interest free loan period)
2.5 - 3 years2.5 - 3 years
3 years
Maximum loan period - Grower loyalty share scheme
3 years3 years
5 years
Maximum loan period - Employee share scheme
5 years
1
5 years
1
Time to vest
2.5 - 3 years2.5 - 3 years
3 years
Expected volatility (% per year)
19.33%19.33%10.00%
Risk-free interest rate
2.18%2.18%3.14%
Value of option
$0.71 - $0.79$0.71 - $0.97$0.47
1. Interest charged after three years.
The following table details movements of options granted under the current active scheme.
Grant dateExpiry date
Fair value at
grant date
Exercise
price
1 January
shares
Issued
shares
Relinquished
shares
Exercised
shares
31 December
shares
4 April 20194 April 2022
$0.79$4.76 - 2,428,550 - - 2,428,550
10 April 201910 April 2022
$0.97$4.76 - 201,253 - (8,000)193,253
Weighted average exercise price at balance date
$4.65
Weighted average contractual life (years)
2.75
Grant dateExpiry date
Fair value at
grant date
Exercise
price
1 January
shares
Issued
shares
Relinquished
shares
Exercised
shares
31 December
shares
20 May 201620 May 2019
$0.47$3.88414,716-(26,432)(261,210)127,074
Weighted average exercise price at balance date
$3.95$2.44
Weighted average contractual life (years)
2.67 1.67
During the year no shares were issued under a rights issue for shares held in the employee share scheme (Dec 2019 - Nil) .
ANNUAL REPORT 2020 | SEEKA LIMITED56
22. Dividends
Dividends paid Per share$000s
March 2019
$0.12 3,572
September 2019
$0.12 3,897
Total dividend 2019
7,469
September 2020
$0.10 3,260
December 2020 - declared, paid 27 January 2021
$0.12 3,461
Total dividend 2020
6,721
Dividends are imputed to the fullest extent allowable in the tax year. The total dividend paid includes the non-cash amounts for the dividend
reinvestment plan. Cash dividend payment was $2.73m (Dec 2019 - $6.31m).
On 16 December 2020, the directors declared a fully-imputed special dividend of $0.12 per share. The dividend was paid 27 January 2021 to those
shareholders on the register at 5pm on 24 December 2020. The dividend reinvestment plan applied with a 2% discount to the strike price. The
Board declared the special dividend following the stronger than expected earnings in 2020 due to tight financial management and the settled sale
and lease back of part of the Australian kiwifruit orchard portfolio. This special dividend brings the total dividends distributed in the last 12 months
to $0.22 (prior twelve months $0.24).
On 25 February 2021, the directors declared a fully-imputed dividend of $0.12 per share. The dividend will be paid 30 March 2021 to those
shareholders on the register at 5pm on 5 March 2021. The dividend reinvestment plan will apply with a 2% discount to the strike price.
Accounting policies
Provision is made for the amount of any dividend declared on or before the end of the period but not distributed at balance date.
Accounting policies
The fair value of the employee services received in exchange for
the grant of options is recognised as an expense in the statement
of financial performance with a corresponding increase in the share
reserve. For the Grower Loyalty Share Scheme (GLSS), the fair value of
the grower loyalty received in exchange for the grant of the option is
recognised as a discount against revenue in the statement of financial
performance with a corresponding increase in share reserve. The
fair value is determined by reference to the fair value of the options
granted, calculated using the Black Scholes pricing model, excluding
the impact of any non-market vesting conditions (for example,
profitability and sales growth targets).
When the shares vest, the amount of the reserve relating to those
shares is transferred to retained earnings.
Employee share scheme shares may be issued at the Board’s discretion
at a price set by the Board based on the Volume Weighted Average
Price (VWAP) calculation of the Company's shares during the period
prior to issue. The Employee Share Scheme (ESS) cannot be issued
with further shares if that issue would result in the ESS having an
interest of more than 5% of the Company’s issued capital.
Shares are issued fully paid in exchange for a loan to the share scheme
trust. Dividends paid on the shares are applied towards repaying the
debt between ESS and GLSS and the Group on behalf of the employee.
Proceeds received along with any employee contributions are credited
to share capital when payment for the shares is received.
The ESS and GLSS have a non-beneficial interest in all the shares
allocated to employees and growers. Annually the Group reviews the
ESS scheme and decides upon the allocation of further shares and the
price at which those shares will be issued to the ESS. Trustees of ESS
and GLSS are appointed for an unspecified term and may be removed
by the Company at any time.
Critical accounting estimates and judgements
The values of the employee share scheme and grower loyalty share scheme require estimates to be made of expected price volatility and the
risk free rate as detailed in this note.
57SEEKA LIMITED | ANNUAL REPORT 2020
Investments
Accounting policies
The fair values of the listed securities are based on the securities' closing share price at balance date. Where pricing information is available,
unlisted securities are revalued at balance date. All other unlisted securities are currently held at cost less impairment as it reasonably represents
current fair value. The carrying amount of all unlisted securities have been reviewed at balance date and any impairment is recognised through the
statement of comprehensive income to the extent of any related reserve available and then through the statement of financial performance.
This section focuses on how the Group invests in businesses to support Seeka’s core kiwifruit operations, realise synergies along the
produce supply chain and grow Seeka’s product base and geographical reach. The Board manages business investments to strengthen
the benefits delivered to stakeholders and grow shareholder returns.
Disclosures are made on the Group’s holdings in associates and subsidiaries, along with details on the Group’s holding of listed and unlisted shares.
23. Investment in shares
New Zealand dollars
2020
$000s
2019
$000s
At 1 January
586 586
Sale of investment
( 9) -
At 31 December
577 586
Unlisted securities designated at fair value through profit and loss
Blackburn General Partner Limited
91 100
Ravensdown Fertiliser Co-operative Limited
238 238
Ballance Agri Nutrients Limited
225 225
Other share holdings
23 23
Total financial assets at fair value through profit or loss
577 586
Total investment in shares and associates
577 586
All unlisted securities measured at fair value are defined as level 3, see note 29.
ANNUAL REPORT 2020 | SEEKA LIMITED58
24. Investment in subsidiaries and associates
a. Investment in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries.
Name of entity
Country of
incorporation
Class of
shares
Equity holding
31 December
2020
Equity holding
31 December
2019
Trading subsidiaries
Aongatete Coolstores LimitedNew ZealandOrdinary
100%0%
AvoFresh LimitedNew ZealandOrdinary
100%100%
Delicious Nutritious Food Company LimitedNew ZealandOrdinary
100%100%
Integrated Fruit Supply & Logistics LimitedNew ZealandOrdinary
100%100%
Kiwi Coast Growers (Te Puke) LimitedNew ZealandOrdinary
100%100%
Little Haven Holdings Pty LimitedAustraliaOrdinary
100%100%
Seeka Australia (Pty) LimitedAustraliaOrdinary
100%100%
Seeka Share Trustee LimitedNew ZealandOrdinary
100%100%
Seeka Te Puke LimitedNew ZealandOrdinary
100%100%
Not-trading subsidiaries
CMS Logistics LimitedNew ZealandOrdinary
100%100%
Eleos LimitedNew ZealandOrdinary
100%100%
Enviro Gro LimitedNew ZealandOrdinary
100%100%
Glassfields (NZ) LimitedNew ZealandOrdinary
100%100%
Guaranteed Sweet New Zealand LimitedNew ZealandOrdinary
100%100%
Kiwifruit Vine Protection Company LimitedNew ZealandOrdinary
100%100%
Northland Horticulture GP LimitedNew ZealandOrdinary
100%100%
Nutritious Delicious Food Company LimitedNew ZealandOrdinary
100%100%
Seeka Dairy Ventures LimitedNew ZealandOrdinary
100%100%
Seeka Fresh LimitedNew ZealandOrdinary
100%100%
Seeka Kiwifruit Industries LimitedNew ZealandOrdinary
100%100%
Seeka Pollen Australia (Pty) LimitedAustraliaOrdinary
100%100%
Verified Lab Services LimitedNew ZealandOrdinary
100%100%
b. Investment in associates
Name of entity
Country of
incorporation
Business
activity
Equity holding
31 December
2020
Equity holding
31 December
2019
Kiwifruit Supply Research LimitedNew ZealandNot trading
20%20%
TKL Logistics LimitedNew ZealandPort service
20%20%
Wai O Kaha Gold Landowners Limited PartnershipNew ZealandTrading
11%-
Accounting policies
Associates are entities over which the Group has significant influence, but
not control, typically by holding between 20% to 50% of the voting rights
in the entity or exercising significant influence via directors on the Board.
Investments in associates are accounted for using the equity method after
initially being recognised at cost.
The Group's share of associates' profits or losses are recognised in the
statement of financial performance and the carrying amount of the
investment in the statement of financial position.
Dividends received from associates are applied to reduce the carrying
amount of the investment in the statement of financial position.
The following table details purchase of investments in associates.
New Zealand dollars
2020
$000s
2019
$000s
At 1 January
--
Purchase of investment
1,000-
At 31 December
1,000-
Investments are made in the following associates:
Wai O Kaha Gold Landowners Limited Partnership
1,000-
Total investments in associates
1,000-
59SEEKA LIMITED | ANNUAL REPORT 2020
Other notes
This section contains all other note disclosures about the Group.
25. Contingencies
There are no contingent liabilities as at 31 December 2020 (Dec 2019 - Nil).
26. Commitments
Capital commitments
At year end the Group was committed to incur capital expenditure of $1.7m (Dec 2019 - $1.1m).
Operating lease commitments
The Group recognises right-of-use assets for all operating leases, except for short-term and low value leases, in accordance with NZ IFRS 16, see
note 13.
27. Related party transactions
Directors
Directors during the period were: F Hutchings, A Waugh, A Diaz, J Burke, M Brick, P R Cross, C Tarrant.
Key management and compensation
Key management personnel are all Company directors or executives with the greatest authority for the Group’s strategic direction and management.
The following table details key management personnel compensation.
New Zealand dollars
2020
$000s
2019
$000s
Director fees
450 450
Executive salaries
2,335 2,687
Short term benefits
549 489
Total
3,334 3,626
Transactions
The following table details the transactions entered with related parties for post harvest and orchard management services (excluding
transactions outlined and disclosed above).
New Zealand dollars
2020
$000s
2019
$000s
Sales of services
Directors, management and other personnel
3,988 2,338
Purchase of services
Directors, management and other personnel
343 343
Outstanding balances
The following table details outstanding balances at balance date.
New Zealand dollars
2020
$000s
2019
$000s
Current receivables (operating)
Directors, management and other personnel
863 920
Seeka Growers Limited
The Group undertakes transactions with Seeka Growers Limited (SGL), a related party which administers all kiwifruit revenues received for the
New Zealand business on behalf of supplying growers.
In the current period the Group received $123.9m (Dec 2019 - $115.1m) for the provision of services to SGL.
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates. Outstanding balances are unsecured and repayable
in cash.
ANNUAL REPORT 2020 | SEEKA LIMITED60
28. Risk management
The Group’s activities expose it to a variety of risks specific to
producing and selling horticultural crops, along with corporate
financial risks related to credit, liquidity and capital risk. The Group
operates a comprehensive risk assessment and mitigation programme
via its audit and risk committee.
The Group's policy is to ensure that the Group creates value
and maximises returns to its shareholders and benefits for other
stakeholders, as well as ensuring that adequate financial resources are
available for the development of the Group’s business whilst managing
its financial risks.
a. Risk management strategies related to orchard and
retail operations
Horticultural operations expose the Group to risks to production and
market returns. The main short-term production risks are weather
events, diseases, and pests. These impact on volume and quality
of produce from the Group's orchards, volumes to post harvest
(both from Group orchard operations and independent growers)
and volumes available to the retail business. The primary risk to the
completion of the coming harvest is the limited availability of labour
and the risk of a Covid-19 lockdown. The Group is also impacted by the
long-term effects of climate change.
Market risks include price and exchange rate impact on orchard
operations (the amount the Group is paid for growing crops and crops
grown by the Group) and impact on retail revenues where the Group
imports and sells produce, mainly bananas. The exchange rate risk
on imports is managed through the use of foreign exchange contracts
to match known and planned purchases. Market risks do not directly
impact on post harvest operations, as charges are normally set prior
to harvest and deducted before sales revenues are paid to supplying
growers.
The Group operates in four regions spread over two countries; New
Zealand's Northland, Coromandel and the Bay of Plenty, and in
Australia's Mundoona region of Victoria. Main produce lines are
kiwifruit, nashi pears, European pears and avocados, with small
production of other temperate-climate fruits. Group retail activities
are in New Zealand (including imported tropical produce), Australia
and Asia. The Group's geographical, product and market spread limits
the impact on Group operations from an adverse event occurring in a
specific region, produce or market. To further mitigate risks, the Board
uses the following strategies.
Production risks - weather events, disease and pests
The Group follows industry best practice to mitigate production risks.
This includes orchard management practices to optimise production
from Group orchards, and extensive planning to ensure post harvest
and retail services are suitably resourced to manage each season's
crop volumes.
In New Zealand the major climatic risks are hail, frost, storm damage
and drought.
–Hail events are typically highly localised, and for kiwifruit the Group
has access to industry hail insurance for its orchard operations,
plus top-up payments from a Seeka Growers Limited hail insurance
programme.
–Frost events are typically regional, and the Group advocates
best-practice crop protection, including active frost management
on kiwifruit orchards operated by the Group and other growers
supplying the Group's post harvest operations.
–Storm events are typically regional, and the Group advocates
best-practice crop protection, including shelter belts on all orchards
operated by the Group and other growers supplying the Group's
post harvest operations.
–Drought events are typically regional, and the Group has invested
in irrigation in many of its orchards. The Group is also investing in
localised weather measurement on its orchards.
In Australia, the major climatic risks are drought, hail and fire. As the
owner and operator of all orchards supplying its Australian operations,
the Group actively manages climatic risks of its total production base.
The orchards are located on three sites in the Mundoona region.
–Drought events are typically regional, and to secure adequate
irrigation, the Group has purchased extensive, long-term water
shares from a reliable irrigation programme.
–Hail events are typically localised, and the Group currently has hail
cloth protecting one orchard.
–Fire risk is typically from serious grass wild-fire occurring during
periods of extreme weather, with the Country Fire Authority
responsible for risk assessment and management of fire events.
The Group takes all practical steps to internally manage fire risk
including removing excess vegetation from Group properties.
All horticultural undertakings are susceptible to disease and pest
incursions. The kiwifruit vine disease Pseudomonas syringae pv.
actinidiae (Psa) is widespread throughout New Zealand, and is
being actively managed. In 2018 Psa was detected on the company's
kiwifruit orchards in Australia. Seeka has moved to contain the
outbreak and works to proactively monitor the orchards. The brown
marmorated stink bug is also a potential threat to the horticulture
industry. To minimise the risk of crop loss the Group monitors its
orchards and undertakes recognised spray programmes to protect
crops to the fullest extent possible. Seeka also relies on the Ministry
for Primary Industries to protect New Zealand's borders from
introduced diseases.
Labour availability and Covid-19
Border closures due to Covid-19 have reduced the workforce that
Seeka relies on through the Recognised Seasonal Employer (RSE)
scheme and from backpackers. To assist the horticulture industry the
New Zealand Government made a provision for an additional 2,000
seasonal workers to enter the country in 2021, of which Seeka will be
able to access its share of 217 employees. Seeka has an extensive local
recruitment process underway, including working with the Ministry
for Social Development (MSD) and iwi on methods of recruiting
unemployed people into the Seeka workforce.
Long-term climate change
As a horticultural based business, Seeka is exposed to the long-term
impact of climate change through potential reduced production crop
yields. In addition to responding to weather events, future regulatory
change may impact Seeka through revised policies that limit the use
of chemical inputs on orchards, require soil monitoring and reporting,
introduce carbon taxes, and implement water restrictions.
To respond to this Seeka is;
–Working closely with regional councils and regulators to assist in
regulation change;
–Actively engaged in developing orchard management practices to
measure the environmental impact on orchards;
–Measuring the carbon footprint of Seeka's operations, with a
number of carbon-reduction initiatives underway;
–Ensuring new developments undertaken by Seeka include water
accessability as part of the development design, whether via stream
access, onsite storage, or developing wetlands; and
–Ensuring orchard reporting by altitude to assess the risk of rising sea
levels.
Market returns
New Zealand kiwifruit
The Group has no direct market risk from the sale of kiwifruit
harvested from lease operations, as all export marketing activities
beyond Australia are undertaken by Zespri Group Limited (Zespri)
under statutory regulations. The Group, however, is impacted by the
level of Zespri's market returns which impact on the Group's orchard
profitability. The Group monitors Zespri returns and uses modelling
techniques to analyse current and projected orchard income. This
information is used when setting Group budgets and orchard lease
terms.
61SEEKA LIMITED | ANNUAL REPORT 2020
New Zealand avocado and kiwiberry
The Group has a direct market risk from the sale of avocado and
kiwiberry, with half of kiwiberry sales and all avocado sales managed
by the Group's retail operations. The Group forecasts seasonal supply,
monitors market conditions, develops a sales programme around
the needs of key retailers and controls product quality and supply to
optimise market access and returns. This information is used when
setting Group budgets and orchard lease terms.
The Group has no direct currency risk from export sales as it does not
own the products but acts as the growers’ agent.
Imported tropical produce
The Group has a direct market, price and currency risk from imported
fruit produce (banana, pineapple and papaya) where the Group
imports fruit produce for sale as the principal through its supply
and sale contracts. The Group may hedge up to the total known and
projected cash flows to manage exchange risk. The Group has no
material direct price and currency risk from imported fruit produce
where the supply agreement enables the Group to amend its purchase
price according to trading conditions.
Australian produce
The Group has a direct market and price risk from the sale of all
Australian product which is managed by the Group's Australian
operations. As the largest single grower and supplier of Australian
kiwifruit and nashi pears, the Group has developed strong
relationships with key retailers. The Group forecasts seasonal supply,
monitors market conditions, develops a sales programme around
the needs of key retailers and controls product quality and supply to
optimise market access and returns.
Seeka Australia is the Group’s single major international operation,
exposing the Group to the Australian dollar. Foreign exchange risk
includes future commercial transactions, assets, liabilities and net
investments. Currency exposure from net assets is managed through
borrowings in Australian dollars, see note 30.
b. Credit risk
Credit risk arises from cash and cash equivalents and deposits
with banks and financial institutions, as well as credit exposures to
customers, including outstanding receivables, derivative financial
instruments and committed transactions.
The maximum credit risk is the financial loss to the Group if
counterparties fail to discharge a contractual obligation. The
Group's maximum exposure is the carrying amount of the respective
recognised financial assets as stated in the consolidated statement of
financial position.
For banks and financial institutions, only registered banks or their
subsidiaries are accepted. The Group does not generally require any
collateral or security to support financial instruments due to the
quality of the financial institutions.
For customers, including outstanding receivables, the Group deals
predominantly with growers for which it receives payment for post
harvest services directly from Seeka Growers Limited. Credit risk is
therefore not considered significant.
Trade receivables
The Group applies the NZ IFRS 9 simplified approach to measuring
expected credit losses which uses a lifetime expected loss allowance
for all trade receivables.
To measure the expected credit losses, trade receivables have been
grouped based on days past due. The expected loss rates are based
on the payment profiles of sales over a 12 month period before 31
December 2020 and the corresponding historical credit losses during
this period, adjusted for any significant known amounts that are not
receivable.
On that basis, the following table details the loss allowance.
31 December 202031 December 2019
More than
30 days
past due
More than
60 days
past due
More than
120 days
past due
2020
Total
More than
30 days
past due
More than
60 days
past due
More than
120 days
past due
2019
Total
Expected loss rate
0.0%0.1%2.9%0.0%0.0%0.1%
Gross carrying amount -
trade receivables ( $000s)
933 360 1,031 2,323 121 226 1,837 2,184
Loss allowance ( $000s)
--3131--22
New Zealand dollars
2020
$000s
2019
$000s
At 1 January
129 506
Movement in the current year
28 ( 377)
At 31 December
157 129
Calculation for loss allowance
Loss allowance per NZ IFRS 9
31 2
Debtor adjustment
127 127
At 31 December
158 129
c. Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in
meeting the obligations associated with its financial liabilities.
The Group’s policy is to regularly monitor its expected cash flows,
liquidity requirements and its compliance with lending covenants,
to ensure that it maintains sufficient reserves of cash and adequate
committed lines of funding from major financial institutions to meet
its liquidity requirements in the short and longer term. Cash flow
forecasting allows for the seasonal nature of Group operations.
When cash flow exceeds working capital management, funds are
invested in interest bearing current accounts.
At balance date, the Group had $122.3m (Dec 2019 - $139.6m) of
available credit of which $83.0m (Dec 2019 - $119.7m) was drawn. All
credit lines are currently provided by two finance providers.
ANNUAL REPORT 2020 | SEEKA LIMITED62
The following table details the remaining contractual maturities at balance date of the Group’s financial liabilities.
New Zealand dollars
Less than
1 year
$000s
Between
1 and 2
years
$000s
Between
2 and 5
years
$000s
Over
5 years
$000s
At 31 December 2020
Trade and other payables
30,972 - - -
Derivative liability
671 - - -
Current interest bearing liabilities
9,157 - - -
Non current interest bearing liabilities
- 52,862 21,000 -
Total financial liabilities
40,800 52,862 21,000 -
At 31 December 2019
Trade and other payables
22,933 - - -
Derivative liability
790 - - -
Current interest bearing liabilities
21,854 - - -
Non current interest bearing liabilities
- 66,778 31,000 -
Total financial liabilities
45,577 66,778 31,000 -
d. Capital risk
Capital risk management focuses on ensuring the Group continues to operate as a going concern and maintains an optimal capital structure to
support its business, maximise shareholder value, and the benefits delivered to other stakeholders.
The Group may maintain or adjust its capital structure by adjusting dividends, returning capital to shareholders, issuing new shares or selling assets.
The Group monitors capital on the basis of shareholder equity ratio, as calculated by total shareholder funds divided by total assets.
The following table details the Group’s shareholder equity ratio at balance date.
New Zealand dollars
2020
$000s
2019
$000s
Total shareholder funds
176,293 154,944
Total assets
375,426 368,246
Shareholder equity ratio
46.96%42.08%
The Group is subject to, and monitors, financial covenants imposed by its lenders, including maintenance of equity ratios and earnings times
interest cover. At no stage during the year did the Group breach any of its lending covenants.
e. Price risk - equity securities
The Group has minor exposure to equity securities price risk through incidental investments classified in the statement of financial position either
as investment in shares and water shares within intangible assets at fair value. The majority of these investments are in industry-related entities,
only some of which are publicly traded.
A 10% increase or decrease in equity investments with all other variables held constant, has minimal impact on the Group's profit and equity
reserves.
The Board periodically reviews the performance and strategic benefits of these investments. No other formal risk management procedures are
deemed necessary.
The change in the fair value of an investment is recorded through other comprehensive income or the statement of financial performance
whenever a previous revaluation reserve balance was available. When no such reserve existed, any related loss is processed directly in the
statement of financial performance, otherwise available reserves are utilised to offset the loss.
f. Cash flow interest rate risk
The Group's cash flow interest rate risk arises primarily from short and long-term variable rate borrowings from financial institutions. The Board
continuously reviews term borrowings and uses interest rate swaps to hold a portion of borrowings at fixed rates; these are designated as effective
hedging instruments and hedge accounting is applied.
The following table details interest rate and price sensitivity of the Group’s financial assets and liabilities and their impact on the statement of
financial performance or equity. Cash and advance balances do not attract interest and are not subject to pricing risk, and are therefore excluded
from this analysis.
63SEEKA LIMITED | ANNUAL REPORT 2020
The following table outlines the expected undiscounted cash flows relating to the Group's outstanding term and current debt at balance date.
New Zealand dollars
Between
0 and 3
months
Between
3 and 6
months
Between
6 and 12
months
Between
1 and 2
years
Between
2 and 5
years
Over
5
years
At 31 December 2020
Expected undiscounted cash flows based
on current market interest rates ($000s)
508 574 1,124 2,206 2,835 -
Floating rate
2.05%
Average term rate
2.49%
At 31 December 2019
Expected undiscounted cash flows based
on current market interest rates ($000s)
1,005 1,028 1,915 3,084 807 -
Floating rate
2.75%
Average term rate
3.31%
29. Determination of fair values of financial assets and liabilities
Interest rate riskPrice risk
Carrying
amount
$000s
-1 %+ 2%- 10%+ 10%
New Zealand dollars
Profit
$000s
Equity
$000s
Profit
$000s
Equity
$000s
Profit
$000s
Equity
$000s
Profit
$000s
Equity
$000s
At 31 December 2020
Financial assets
Current and non current trade
and other receivables
24,515 - - - - ( 2,452) ( 2,452) 2,452 2,452
Investment in shares
577 - - - - ( 10) ( 48) - 58
Water shares
8,310 - - - - - ( 831) - 831
Financial Liabilities
Derivative liabilities
671 - ( 283) - 565 - - - -
Trade and other payables
30,972 - - - - - - - -
Term liabilities
73,862 739 739 ( 1,477) ( 1,477) - - - -
Interest bearing liabilities
9,157 92 92 ( 183) ( 183) - - - -
Total increase / (decrease)
831 548 ( 1,660) ( 1,095) ( 2,462) ( 3,331) 2,452 3,341
At 31 December 2019
Financial assets
Current and non current trade
and other receivables
28,966 - - - - ( 2,897) ( 2,897) 2,897 2,897
Investment in shares
586 - - - - ( 11) ( 48) - 59
Water shares
9,122 - - - - - ( 912) - 912
Financial liabilities
Derivative liabilities
790 - ( 479) - 959 - - - -
Trade and other payables
22,933 - - - - - - - -
Term liabilities
97,778 387 387 ( 774) ( 774) - - - -
Interest bearing liabilities
21,854 219 219 ( 437) ( 437) - - - -
Total increase / (decrease)
606 127 ( 1,211) ( 252) ( 2,908) ( 3,857) 2,897 3,868
The following table analyses assets and liabilities carried at fair value.
The different levels are defined as:
–Level 1: quoted prices (unadjusted) in active markets for identical
assets or liabilities that the entity can access at the measurement
date. Instruments in level 1 are comprised of water shares.
–Level 2: inputs other than quoted prices included in level 1 that are
observable for the asset or liability, either directly or indirectly.
–Level 3: unobservable inputs for the asset or liability that have to
be developed to reflect the assumptions that a market participant
would use when determining an appropriate price.
New Zealand dollars
Level 1
$000s
Level 2
$000s
Level 3
$000s
Total
$000s
Biological assets - crop at cost
- - 19,597 19,597
Biological assets - crop at fair value
- - 293 293
Water shares
8,310 - - 8,310
Irrigation water rights
343 - - 343
Land
- - 23,435 23,435
Buildings
- - 147,141 147,141
Unlisted equity securities
- - 577 577
Derivatives used for hedging (liability)
- 671 - 671
ANNUAL REPORT 2020 | SEEKA LIMITED64
The reconciliations for level 3 fair value requirements are shown.
–Land and buildings (note 10)
–Biological assets - crop (note 12)
–Unlisted equity securities (note 23)
The following table shows the valuation techniques used in the determination of fair values within level 3 of the hierarchy, as well as the key
unobservable inputs used in the valuation models.
TypeFair valueMethod
Key unobservable
inputs
How unobservables
impact estimated fair
value
Biological assets -
crop at cost
Includes New Zealand
kiwifruit and Australian
kiwifruit, nashi, Packham
and Corella pears.
$ 19.60 mCost is used as a proxy for fair
value, as the crop has yet to achieve
sufficient biological transformation.
Cost is tested for impairment at
balance date using the Group's
budgets on an orchard-by-orchard
basis. See note 12.
Cost.Reduces if cost is
impaired at balance date.
Biological assets -
crop at fair value
Includes New Zealand
avocados and Australian
plums and speciality pears.
$ 0.30 mEstimated market value less selling
costs and costs to market (have
achieved sufficient biological
transformation). See note 12.
Forecast yields.
Market sales price.
Costs to harvest.
Increases with yields.
Increases with price.
Decreases with higher
costs.
Land and buildings$ 170.58 mAn annual revaluation is used
to estimate fair value, which is
performed on approximately
one third of land and buildings
on a rolling 3-year cycle by an
independent valuer using four
different approaches; replacement
cost approach, sales approach,
investment approach and
discounted cash flow approach. See
accounting policies below and note
10 for further details.
Comparative market
rents and applicable
discount rate.
Comparative market
sales.
Current level of building
costs.
Increases with market
rental, and lower
discount rates.
Increases with market
sales.
Increases with building
costs.
Unlisted equity securities$ 0.58 mBased on latest information from
securities management. Tested for
impairment with carrying amount
assessed at balance date.
Securities management
information on share
price.
Increases with share
price information.
Reduces if cost is
impaired at balance date.
Accounting policies
Financial assets, liabilities and instruments
The fair value of financial assets and financial liabilities must be
estimated for recognition and measurement or for disclosure
purposes. Fair value measurements are categorised into a three-level
hierarchy, based on the types of inputs to the valuation techniques
used.
The fair value of financial instruments traded in active markets (such
as publicly traded derivatives, and trading and investment in shares)
is based on quoted market prices at balance date (level 1 inputs). The
quoted market price used for financial assets held by the Group is the
current bid price; the appropriate quoted market price for financial
liabilities is the current ask price.
The fair value of financial instruments that are not traded in an active
market (for example, over-the-counter derivatives) is determined
using valuation techniques (level 2 inputs). The Group uses the
appropriate method and makes assumptions that are based on market
conditions at each balance date. Quoted market prices or dealer
quotes for similar instruments are used for long-term debt instruments
held.
The fair value of interest rate swaps are calculated as the present
value of the estimated future cash flows. Other techniques, such as
estimated discounted cash flows, are used to determine fair value for
the remaining financial instruments.
Trade receivable and payables
The carrying value less estimated credit adjustments of trade
receivables and payables are assumed to approximate their fair values
due to their short term nature. The fair value of financial assets and
liabilities with unobservable (level 3 inputs) reflect the assumptions
that market participants would use when determining an appropriate
price; additional disclosure is provided for the inputs and assumptions
used in such cases.
Land and buildings
Fair value is based on an annual revaluation, which is performed
on land and buildings based on a rolling three-year cycle by an
independent valuer, with approximately one third of land and buildings
assets valued each year using four different approaches as described
in note 10.
65SEEKA LIMITED | ANNUAL REPORT 2020
30. Derivative financial instruments
New Zealand dollars
2020
$000s
2019
$000s
Liabilities
Interest rate swap contracts and forward exchange contracts - cash flow hedge
671 790
Group bank loans currently bear an average variable interest rate of 2.3% (Dec 2019 – 3.0%), with the Group using interest rate swaps to protect
the term portion of the loans.
Swaps cover 46% (Dec 2019 - 75%) of the term liabilities at balance date and are classified as held for trading or as cash flow hedges.
Cash flow hedges
The following table details the interest rate swaps.
Term loan
Amount
$000sVariable rateLoan maturity
Hedge fixed rate
excluding bank marginHedge expiry
NZD $12m
12,000 2.72%
31 December 2023
2.43%
31 December 2022
NZD $9m
9,000 2.72%
31 December 2023
2.34%
31 December 2021
Total (NZD)
21,000
All interest rate swaps are on a hedge ratio of 1:1 basis with the associated term loan value.
The following table details the forward exchange contracts.
Term loan
Amount
$000sSpot rateHedge fixed rateLast hedge expiry
2020
AUD - NZD hedges
4730.93840.59
30 March 2021
USD hedges
710.72270.71
6 January 2021
2019
Euro hedges
254
0.60110.59
18 March 2020
AUD hedges
52
0.96170.95
8 January 2020
Euro - AUD hedges
500
0.62540.60
14 October 2020
USD hedges (multiple)
1,437
0.6735 0.66
29 May 2020
Accounting policies
Derivative financial instruments and hedging
Derivatives are initially recognised at fair value at the date a derivative
contract is entered into and are subsequently re-measured to their
fair value at each balance date. The resulting gain or loss is recognised
as a financing cost in profit or loss immediately unless the derivative
is designated and effective as a hedge instrument, in which event the
timing of the recognition in profit or loss depends on the nature of the
hedge relationship. Derivatives are classified as current or non-current
based on the effective date.
Hedge accounting
The Group designates certain derivatives as cash flow hedges. At
the inception of the hedge relationship the Group documents the
relationship between the hedging instrument and hedged item, along
with its risk management objectives and its strategy for undertaking
various hedge transactions. Furthermore, at the inception of the hedge
and on an ongoing basis, the Group documents whether the hedging
instrument that is used in a hedging relationship is highly effective in
offsetting changes in cash flows of the hedged item.
Cash flow hedge
Hedge accounting is discontinued when the Group revokes the hedge
relationship, the hedging instrument expires or is sold, terminated,
exercised or no longer qualifies for hedge accounting. When a hedging
instrument expires, is sold, or no longer meets the criteria for hedge
accounting, any cumulative gain or loss existing in equity at that time
remains in other comprehensive income and is recognised when
the forecast transaction is ultimately recognised in the statement
of financial performance. When a forecast transaction is no longer
expected to occur, the cumulative gain or loss that was reported
in other comprehensive income is immediately transferred to the
statement of financial performance within other gains / (losses).
Derivatives and financial instruments
The Board uses judgement in selecting an appropriate valuation
technique for financial instruments not quoted in an active market.
Valuation techniques commonly used by market practitioners are
applied. For derivative financial instruments, assumptions are based on
quoted market rates and reliance placed on quotes provided by Westpac.
The fair values of the interest rate swaps and forward exchange
contracts are determined by Westpac and reviewed by the Board.
The gains and losses recognised in other comprehensive income
appear in the statement of financial performance.
Hedge ineffectiveness
Hedge effectiveness is determined at the inception of the hedge
relationship and through annual prospective effectiveness
assessments to ensure that an economic relationship exists between
the hedged item and hedging instrument.
The Group enters into interest rate swaps that have similar critical terms
as the hedged item, such as reference rate, reset dates, payment dates,
maturities and notional amount. The Group does not hedge 100% of
its loans, therefore the hedged item is identified as a proportion of the
outstanding loans up to the notional amount of the swaps.
Hedge ineffectiveness may occur due to:
–the credit value/debit value adjustment on the interest rate swaps
which is not matched by the loan, and
–differences in critical terms between the interest rate swaps and loans.
There was no material ineffectiveness during 2020 or 2019 in relation
to the interest rate swaps.
ANNUAL REPORT 2020 | SEEKA LIMITED66
31. Financial instruments summary
The following tables summarise the categories of the Group's financial assets and liabilities.
New Zealand dollars
Loans and
receivables
$000s
Assets at
fair value
through
profit or loss
$000s
Total
$000s
Financial assets as at 31 December 2020
Cash and cash equivalents
5,164 - 5,164
Trade and other receivables excluding prepayments
24,515 - 24,515
Non current trade and other receivables excluding prepayments
672 - 672
Investment in shares
- 577 577
Total financial assets as at 31 December 2020
30,351 577 30,928
Financial assets as at 31 December 2019
Cash and cash equivalents
2,849 - 2,849
Trade and other receivables excluding prepayments
25,109 - 25,109
Non current trade and other receivables excluding prepayments
683 - 683
Investment in shares
- 586 586
Total financial assets as at 31 December 2019
28,641 586 29,227
New Zealand dollars
Liabilities
at fair value
through
reserves
$000s
Other
financial
liabilities
$000s
Total
$000s
Financial liabilities as at 31 December 2020
Trade and other payables
- 30,972 30,972
Current interest bearing liabilities
- 9,157 9,157
Derivative financial instruments
671 - 671
Non current interest bearing liabilities
- 73,862 73,862
Total financial liabilities as at 31 December 2020
671 113,991 114,662
Financial liabilities as at 31 December 2019
Trade and other payables
- 22,933 22,933
Current interest bearing liabilities
- 21,854 21,854
Derivative financial instruments
790 - 790
Non current interest bearing liabilities
- 97,778 97,778
Total financial liabilities as at 31 December 2019
790 142,565 143,355
Accounting policies
The Group classifies its financial instruments in the following
categories in accordance with NZ IFRS 9:
–loans and receivables,
–assets at fair value through other comprehensive income (FVOCI),
–assets at fair value through profit and loss (FVTPL),
–liabilities at fair value through profit or loss, and
–other financial liabilities.
The classification of financial assets and liabilities under NZ IFRS
9 is generally based on the business model in which the financial
instrument is managed and its contractual cash flows characteristics.
On initial recognition, a financial instrument is classified as measured
at amortised cost, FVOCI and FVTPL.
Financial instruments are not reclassified subsequent to their initial
recognition unless the Group changes its business model in which case
all affected financial instruments are reclassified on the first day of the
first reporting period following the change in the business model.
A financial instrument is measured at amortised cost if it meets both
of the following conditions and is not designated at FVTPL:
–it is held with the objective to collect contractual cash flows; and
–its contractual terms give rise on specified dates to cash flows that
are solely for the payments of principal and interest on the principal
amount outstanding.
On initial recognition of an equity investment that is not held for
trading, the Group may irrevocably elect to present subsequent
changes in the investment’s fair value in other comprehensive income.
The election is made on an investment by investment basis.
All financial instruments not classified as measured at amortised cost
or FVOCI as described above are measured at FVTPL.
67SEEKA LIMITED | ANNUAL REPORT 2020
PricewaterhouseCoopers, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz
Independent auditor’s report
To the Shareholders of Seeka Limited
Our opinion
In our opinion, the accompanying consolidated financial statements of Seeka Limited (the Company),
including its subsidiaries (the Group), present fairly, in all material respects, the financial position of
the Group as at 31 December 2020, its financial performance and its cash flows for the year then ended
in accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ
IFRS) and International Financial Reporting Standards (IFRS).
What we have audited
The Group's consolidated financial statements comprise:
● the statement of financial position as at 31 December 2020;
● the statement of financial performance for the year then ended;
● the statement of comprehensive income for the year then ended;
● the statement of changes in equity for the year then ended;
● the statement of cash flows for the year then ended; and
● the notes to the financial statements, which include significant accounting policies and other
explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the audit of the consolidated financial
statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Independence
We are independent of the Group in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International Independence
Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards
Board and the International Code of Ethics for Professional Accountants (including International
Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA
Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Our firm carries out other services for the Group in the areas of tax compliance and consulting, as well
as tax pooling. The provision of these other services has not impaired our independence as auditor of
the Group.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the consolidated financial statements of the current year. These matters were addressed in
the context of our audit of the consolidated financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
ANNUAL REPORT 2020 | SEEKA LIMITED68
PwC
Description of the key audit matter How our audit addressed the key audit matter
Valuation of Biological Assets- crop
The total value of biological assets at
balance date was $19.9 million. Biological
assets are disclosed in note 12 of the
consolidated financial statements and
comprise the crops on the vines and trees
(bearer plants) in the Group’s leased and
owned orchards. Certain assumptions and
inputs are also disclosed in note 29 to the
consolidated financial statements.
Biological assets are recorded at fair value.
The method to determine fair value
depends on the degree of biological
transformation (the maturity of the fruit) at
balance date. As at 31 December 2020, a
total of $19.6 million (99%) of biological
assets used cost as a proxy for fair value
because of insufficient biological
transformation.
In determining the fair value of the
biological assets, management exercises
judgement utilising industry knowledge and
internal expertise in determining the level
of biological transformation at balance date.
When sufficient biological transformation
has occurred, fair value is the estimated net
market return less selling cost and costs to
market.
When insufficient biological transformation
has occurred, the fair value is the costs
incurred at balance date to grow the crops
(provided the costs are considered
recoverable). Cost is tested for impairment
at balance date using the Group's budgets
on an orchard-by-orchard basis.
Due to the level of judgement involved in
the valuation of biological assets, as well as
the significance of biological assets to the
Group's financial position, this is
considered to be a key audit matter.
Our audit focused on the biological assets valued at
cost, being the most significant component of the
balance. We have evaluated judgements applied by
management to determine the crop value including
the degree of biological transformation, the
attribution of costs capitalised to the following year’s
crop and the recoverability of capitalised costs.
Our audit procedures included:
● Gaining an understanding of the crop life cycle
and growth periods with reference to relevant
independent horticultural industry information
to determine the appropriateness of
management’s assessment of biological
transformation.
● Testing a sample of expenses that were
capitalised to determine whether capitalisation
was valid and directly related to the unharvested
crop at 31 December 2020.
● Testing the mathematical accuracy of the models
used by management in their calculation of the
fair value of the crops.
● Reviewing management’s assessment of the
recoverability of capitalised costs. Our
procedures included comparing the expected
crop yield determined by management to the
historical production yield and expected number
of trays that can be produced per hectare based
on the land that is currently owned and leased.
We assessed whether any variances between
historical and expected volumes are consistent
with our understanding of planned changes in
the Group’s operations. Additionally, we
compared the future selling price used by
management in their model to available industry
information.
● Evaluating the historical accuracy of
management’s budget information through
comparing prior year budgets to actual results.
We had no matters to report as a result of our
procedures.
69SEEKA LIMITED | ANNUAL REPORT 2020
PwC
Description of the key audit matter How our audit addressed the key audit matter
Valuation of Land and Buildings
As reflected in notes 10 and 29 of the
consolidated financial statements, the
Group has a policy of revaluing their land
and buildings on a three year rolling cycle
(excluding assets under construction). At
each balance date approximately one third
of the New Zealand Group’s properties are
revalued by an independent external valuer
using a combination of four different
approaches in concert to arrive at a fair
value.
The Group then utilises their internal
valuation expertise to evaluate whether,
based on the results of the third party
valuations and other recent market data,
the remaining New Zealand asset values
remain appropriate and materially reflect
fair value. The Group’s Australian land and
buildings were not revalued as the Group
determined the valuations in the prior year
still materially reflect fair value.
The total value of the Group’s land and
buildings at year end is $170.6 million.
We included the valuation of land and
buildings as a key audit matter because of
the level of judgement inherent in the
valuations.
Our audit of the land and buildings of the Group
focused on the judgements inherent in the valuation
of those assets.
Our procedures included:
● Assessing the objectivity and competence of
management’s internal valuation experts and
third party valuers, in addition to assessing the
independence of the third party valuers utilised
by management.
● Utilising our PwC valuation expert, we have
assessed key assumptions used in the external
valuations by comparing the assumptions and
inputs used, such as capitalisation and discount
rates, to externally available data. Where external
data was not available, our internal expert has
utilised their experience and knowledge to
determine whether the assumptions used by the
third party valuer were reasonable and
appropriate in the circumstances.
● Reviewing and challenging management’s
assessment of the carrying values of the New
Zealand and Australian land and buildings not
independently revalued during 2020 by
comparing our own independent assessment of
valuation ranges using our PwC valuation expert.
We had no matters to report as a result of our
procedures.
ANNUAL REPORT 2020 | SEEKA LIMITED70
PwC
Description of the key audit matter How our audit addressed the key audit matter
Sale and leaseback of Australian orchards
As reflected in note 9 of the consolidated
financial statements, the Group entered
into a sale and leaseback agreement for
three of its Australian orchards, which had
been classified as held for sale assets at the
end of the previous financial year. The
Group sold the orchards for proceeds of
AU$26.5 million (NZ$28.24 million) and
simultaneously entered into a lease with an
initial term of 10.5 years and rights of
renewal out to 25 years.
The Group concluded that the arrangement
should be treated as a sale and leaseback
transaction under NZ IFRS 16 and
recognised a gain on sale of AU$5.83
million (NZ$6.18 million).
Key estimates and assumptions included:
● Performance obligations were
satisfied in line with the
requirements of NZ IFRS 15.
● Sales proceeds received were
judged to reflect the fair value of
the underlying assets.
● The quarterly rental was deemed to
be a fair market rent.
● The incremental borrowing rate
applied upon the commencement of
the lease
● The lease term, including allowing
for the likelihood of rights of
renewal being exercised.
This was determined to be a key audit
matter due to the financial significance and
complexity of the transaction, involving
management judgement in determining the
proportion of the gain on sale that should
be recognised.
Our audit of the sale and leaseback transaction
focused on the judgements used in determining the
accounting treatment for the transaction and on
testing the gain recognised on the sale.
Our procedures included:
● Gaining an understanding of the terms and
economic substance of the sale and leaseback
arrangements through reviewing board minutes,
discussions with management and reading of
relevant agreements.
● Engaging an internal accounting expert to assist
us in our consideration of management's view
that performance obligations were satisfied in
line with the requirements of NZ IFRS 15.
● Evaluating the selling price versus market value
of the underlying assets at the date of sale.
● Assessing the reasonableness of the quarterly
rental expense compared to rent charged on the
market for similar assets.
● Testing the assumptions used to determine the
lease term, including the likelihood of exercising
the rights of renewal, by assessing whether they
were supported by current business plans.
● Testing the accuracy of information included in
the lease calculation by comparing the inputs to
the terms in the underlying lease agreement.
● Recalculating the right-of-use asset and lease
liability for the arrangement.
● Engaging our internal valuation expert to assess
the reasonableness of the incremental borrowing
rates adopted and comparing these to
management’s rates.
● Recalculating the gain on sale and leaseback
determined by management.
● Considering the appropriateness of disclosures in
the consolidated financial statements.
We had no matters to report as a result of our
procedures.
71SEEKA LIMITED | ANNUAL REPORT 2020
PwC
Description of the key audit matter How our audit addressed the key audit matter
Goodwill impairment
As at 31 December 2020, the carrying
amount of the Group’s goodwill amounted
to $8.9 million as disclosed in note 11, of
which $7.0 million and $1.2 million related
to the Aongatete Coolstores Limited and
Northland packhouse cash generating units
(CGUs) respectively.
Management has performed impairment
testing for each CGU on a value in use basis,
using a discounted cash flow model based
on forecast future performance to
determine the recoverable amount.
Management performed a comparison of
the Group’s net assets to the market
capitalisation of the Company and prepared
an analysis and explanation of the
difference. Management considered the
reasons for this difference in finalising their
assessment of the recoverable amounts of
the CGUs of the Group. No impairment was
identified.
The impairment testing of goodwill is
considered a key audit matter due to the
gap between the Group’s net assets and its
market capitalisation.
There is also a significant level of
management judgement applied in
estimating the future performance and cash
flows for the Group and material CGUs,
along with the discount rate and terminal
growth rate used in estimating the
recoverable amounts.
Our audit focused on assessing and challenging the
significant estimates and assumptions used by
management in the impairment tests for Aongatete
Coolstores Limited and the Northland packhouse
CGUs, being the material CGUs, along with
evaluating the overall Group impairment test. Our
procedures included:
● Evaluating the appropriateness of the CGUs
● Agreeing the cash flows included in
management’s impairment model for each CGU
to the latest board approved five year plan.
● Assessing the Group’s forecasting accuracy by
comparing historical forecasts to actual results.
● Evaluating the key cash flow assumptions by
obtaining from management a detailed analysis
of the forecast production yields, sales prices,
costs and margins for the various fruit varieties.
We compared this information to historical
outcomes, our assessment of the feasibility of
management’s plans, and current market prices.
● Using our PwC valuation expert we reviewed
whether the discount rate used by management
for each CGU was reasonable. We also compared
it to relevant industry comparators. Our expert
also assessed the terminal growth rates used. ing
the accuracy of the calculations in management’s
impairment model for each CGU, and checking
the carrying amount of the CGU’s net assets was
correct.
● Performing a sensitivity analysis across a range of
reasonably possible changes in the discount rate,
cash flow assumptions and terminal growth rate.
● Reviewing the adequacy of the disclosures in the
financial statements.
We also engaged our PwC valuation expert to assist
us in our consideration of management’s paper on
the comparison between the net assets and the
market capitalisation of the Company. This analysis
was completed as part of our assessment of indicators
of impairment.
We had no matters to report as a result of our
procedures.
ANNUAL REPORT 2020 | SEEKA LIMITED72
PwC
Our audit approach
Overview
Overall group materiality: $2,500,000, which represents approximately
1% of revenue.
We chose revenue as the benchmark because, in our view, it is the
benchmark against which the performance of the Group is most
commonly measured by users. The Group operates in a high-volume low
margin industry where net profit is not representative of the scale of the
Group.
Following our assessment of the risk of material misstatement, we:
• Selected two entities for full scope audits
• Performed specified audit procedures and analytical review procedures
on the remaining entities.
As reported above, we have four key audit matters, being:
● Valuation of Biological Assets - crop
● Valuation of Land and Buildings
● Sale and leaseback of Australian orchards
● Goodwill impairment
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the consolidated financial statements. In particular, we considered where
management made subjective judgements; for example, in respect of significant accounting estimates
that involved making assumptions and considering future events that are inherently uncertain. As in
all of our audits, we also addressed the risk of management override of internal controls, including
among other matters, consideration of whether there was evidence of bias that represented a risk of
material misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain
reasonable assurance about whether the consolidated financial statements are free from material
misstatement. Misstatements may arise due to fraud or error. They are considered material if,
individually or in aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of the consolidated financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall Group materiality for the consolidated financial statements as a whole as set out
above. These, together with qualitative considerations, helped us to determine the scope of our audit,
the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both
individually and in aggregate, on the consolidated financial statements as a whole.
How we tailored our group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an
opinion on the consolidated financial statements as a whole, taking into account the structure of the
Group, the accounting processes and controls, and the industry in which the Group operates.
The materiality levels applied in the full scope audits of the New Zealand and Australian businesses
were calculated by reference to a portion of Group materiality appropriate to the relative scale of the
business concerned, or based on materiality calculated for statutory reporting purposes where the
statutory materiality was lower than that allocated in the Group calculation.
73SEEKA LIMITED | ANNUAL REPORT 2020
PwC
Other information
The Directors are responsible for the other information. The other information comprises the information
included in the Annual report, but does not include the consolidated financial statements and our
auditor's report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not
express any form of audit opinion or assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent with
the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be
materially misstated. If, based on the work we have performed on the other information that we obtained
prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the consolidated financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the
consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal control as
the Directors determine is necessary to enable the preparation of consolidated financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to
cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial
statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements, as
a whole, are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of these consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements is
located at the External Reporting Board’s website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/
This description forms part of our auditor’s report.
Who we report to
This report is made solely to the Company’s Shareholders, as a body. Our audit work has been undertaken
so that we might state those matters which we are required to state to them in an auditor’s report and for
no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company’s Shareholders, as a body, for our audit work, for this
report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Philippa (Pip)
Cameron.
For and on behalf of:
Chartered Accountants Auckland
26 February 2021
ANNUAL REPORT 2020 | SEEKA LIMITED74
CORPORATE GOVERNANCE AND DISCLOSURES
75
Corporate governance statement
84
Director profiles
86
Interests register
87
Directors’ interests in Seeka Limited securities
88
Subsidiary companies
89
Employee remuneration
90
Other disclosures
91
Securities statistics
75SEEKA LIMITED | ANNUAL REPORT 2020
CORPORATE GOVERNANCE STATEMENT
As at 31 December 2020
At Seeka, we conduct our business safely and ethically, within the legal and regulatory framework, so we can deliver the best outcomes for our
growers, clients, employees, shareholders, customers and the communities we operate in.
Seeka’s Board and management are committed to best practice governance and Seeka has adopted the recommendations in the NZX Corporate
Governance Code 2020 (the Code) as set out in this corporate governance statement. The Board regularly reviews Seeka's corporate governance
structures against the eight principle recommendations in the Code, and considers Seeka's practices and procedures substantially meet Code
recommendations. Any exceptions are noted in this governance statement, and listed on page 83 of this annual report.
Seeka's governance policies are available on Seeka's website, see Seeka.co.nz/co.nz/corporate-governance.
The Board approved this governance statement on 26 February 2021.
Principle 1. Code of ethical behaviour
“Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these standards being
followed throughout the organisation.”
Seeka commits to high ethical standards in all dealings undertaken by the Group’s directors, employees and suppliers. We are a produce business that
connects growers with customers. Our business spans cultural, regulatory and country boundaries, and our directors and management understand
that high ethical standards deliver the best outcomes for our growers, clients, employees, shareholders, customers and communities.
Our commitment to ethical dealings is captured by Seeka’s core brand attribute “founded on relationships.”
Seeka’s Code of Ethics is included in employee induction packs, is available on Seeka’s intranet, and the code's principles and objectives are promoted
to staff each year including at staff meetings. The code outlines how directors and management are to consistently act with honesty and integrity, and
model high ethical standards to all employees and stakeholders, adhering to the principle “we do what we say and are accountable for what we do.”
The Code of Ethics provides clear guidance on:
• Conflicts of interest
• Proper use of Seeka information, assets and property
• Conduct, valuing individuals' differences and respecting all stakeholders
• Dealing with gifts or gratuities
• Whistle blowing for safe reporting of potential wrong doing
• Compliance with laws and Seeka policies
• Managing breaches of Seeka’s Code of Ethics
Seeka also has a strict Insider Trading Policy prohibiting the direct or indirect dealing in Seeka financial products when holding inside information, plus
a duty of confidentiality that protects the dissemination and use of confidential company information.
The Insider Trading Policy defines black-out periods during which restricted persons are prohibited from trading in Seeka shares unless provided with
a specific exemption by the Board. Each black-out period starts 30 days prior to and finishes the first trading day after key events; being the half-year
and full-year balance dates, and the release to the NZX of any announcement relating to an offer in Seeka shares. Restricted persons includes all
directors, executive officers, members of the management executive team and their administrative staff, any trusts and companies controlled by such
persons, and advisors.
Prior to trading in Seeka shares, directors must notify the chair of the Board, and the chair must notify the chair of the audit and risk committee.
No breaches of the Code of Ethics or Insider Trading Policy were reported in the year.
Principle 2. Board composition and performance
“To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and perspectives.”
Seeka’s Board commits to acting in the best interest of the company, to deliver benefits to stakeholders and grow shareholder returns.
ANNUAL REPORT 2020 | SEEKA LIMITED76
Board charter and responsibilities
The Board Charter sets out the Board’s structure, appointments, remuneration, committees and process for performance review, along with the duties
and responsibilities of the Board and chief executive officer. Seeka’s Board is primarily responsible for:
• Robust and effective health and safety systems and standards
• Establishing corporate objectives and strategies
• Monitoring management’s implementation of Seeka’s strategies
• Approving budgets and monitoring financial performance
• Managing risk to Seeka’s business
• Ensuring timely and transparent stakeholder and market communication
The Board delegates the chief executive officer to lead and manage Seeka’s operations, including being the company’s principal representative. The
chief executive officer is not a Board member.
Board composition
Seeka’s Company Constitution specifies that the Board has a minimum of three and a maximum of seven directors, with provision for an eighth
to be appointed between annual shareholder meetings. Directors are to contribute a mix of complementary skills that support Seeka’s objectives
and strategies, with at least two being independent, and at least two ordinarily residing in New Zealand. To maintain proper separation between
governance and management, all directors are non-executive and the constitution has no provision for a managing director.
Seeka’s Board currently has seven directors, led by the independent chairman Fred Hutchings. Non-independent director Amiel Diaz is the only
director residing overseas.
The following table summarises director qualifications, skills and experience.
QualificationExecutive leadershipFinancialLegalKiwifruit industryGovernanceCulturalInternational marketsBrand managementTechnologyProperty valuation
Fred HutchingsBBS, FCA
Martyn BrickBAgCom
John BurkeBAgSc
Ratahi Cross
Amiel DiazBA, BSc, CPA, CISA
Cecilia TarrantBA/LLB Hons, LLM
Ashley WaughBBS
Director independence
The Board’s Charter follows NZX Listing Rules to determine the independence of a director. Directors must inform the Board of all relevant
information and the Board confirms director independence at least annually.
Two directors are appointees of large shareholders and deemed non independent;
• Amiel Diaz, representative of Seeka’s shareholder Sumifru Singapore Pte Limited, and former shareholder Farmind Corporation of Japan, and
• Ratahi Cross, representative of Seeka shareholder Te Awanui Huka Pak Limited and is the chairman of the Ngai Tukairangi Trust, a large kiwifruit
grower supplying Seeka.
As Seeka’s foundation business is kiwifruit, the Board considers experience in the kiwifruit industry a core competency. Three directors have extensive
experience in kiwifruit production and handling, and through their extensive interests in kiwifruit orchards that supply Seeka are considered non-
independent directors;
• Martyn Brick
• John Burke, and
• Ratahi Cross
77SEEKA LIMITED | ANNUAL REPORT 2020
The Board has three independent directors;
• Fred Hutchings, Board chair and remuneration committee chair
• Ashley Waugh, audit and risk committee chair, and
• Cecilia Tarrant, sustainability committee chair
Director appointments and induction
As required, the chairman establishes a nominations committee to review the Board’s composition and performance, and recommend people with
complementary skills to join the Board. Nominees can be appointed by the Board, with the appointment to be approved by shareholders at the next
annual shareholder meeting, or nominated and elected to the Board by shareholders at the annual shareholder meeting. The Board provides guidance
to shareholders on a candidate’s suitability for appointment or reappointment.
Directors enter a written agreement covering the term of their appointment and are provided with detailed information about Seeka, the Group’s
strategies, policies and procedures, and any other training or other support that will help the director become a fully-functioning member of the
Board.
The chair undertakes an annual assessment of Board, director and committee performance, seeking assistance, as required, from the nominations
committee and external advisors.
Director tenure
2
4
1
1
00
0 to 3 years3 to 6 years6 to 9 years9 to 12 years12 or more years
1
1
2
2
Non-independent directors
Independent directors
While there is no maximum term, the Board annually reviews director length of service and any potential impact on director independence. When the
Board recommends the re-election of a director whom has served longer than 12 years, they will explain to shareholders their rationale for supporting
re-election. All current directors have served terms shorter than 12 years.
Director profiles
Director profiles are listed on Seeka’s website (see Seeka.co.nz/investors), and are included on page 84 of this annual report. Full disclosure of
director interests according to section 140 (2) of the Companies Act 1993 are listed on page 86 of this annual report.
Diversity
Diversity is the range of attributes held by members of a group. Seeka’s Board believes diversity within the Board and the company provides a deeper
understanding of stakeholders, broadens the range of skills available to Seeka, and will lead to improved business performance.
The Board works to optimise diversity across director members, while managing an efficient governance process. The Board’s focus is on diversity
in culture and ethnicity, business skills and innovative thinking as these attributes are key to understanding the operating environment of our key
clients, creating unique solutions, and improving stakeholder outcomes and shareholder returns. Notably Ratahi Cross of Ngai Tukairangi is a lecturer
in Māori history, Amiel Diaz is a Filipino businessman based in Asia, and Martyn Brick, John Burke, Cecilia Tarrant and Ashley Waugh have rural
backgrounds.
The following table reports gender composition of the Board and senior management team as at 31 December 2020.
FY20FY19
FemaleMaleFemaleMale
Directors1616
Senior managers2525
Total311311
Diversity policy
Seeka is committed to providing an inclusive environment that supports a diversity of thinking and skills. Aspects of diversity include gender, ethnic
background, religion, marital status, culture, disability, economic background, education, language, physical appearance and sexual orientation.
During the year ended 31 December 2020, Seeka performed in adherence to the principles of our Diversity Policy.
Professional development
Directors are supported to undertake professional development through individual training and by attending relevant courses.
ANNUAL REPORT 2020 | SEEKA LIMITED78
Evaluation of board, committee and director performance
The Board Charter specifies that the chairman undertakes an annual review of Board, committee and director performance. The chairman's 2020
review found that the Board, committees and directors have fulfilled all their duties and responsibilities for sound corporate governance as specified
by the Board Charter.
Principle 3. Board committees
“The board should use committees where this will enhance its effectiveness in key areas, while still retaining board responsibility.”
The Board has established three permanent committees and will form ad-hoc committees to efficiently and effectively carry out key governance
functions, while retaining ultimate responsibility for all decisions and actions.
All committees operate under written charters which define the role, authority and operations of the committee. All Seeka directors and committee
members are non-executive, and Seeka management and other employees may only attend committee meetings when invited by the committee. The
Board reviews the sustainability, remuneration and nominations committee charters biennially and the audit and risk committee charter annually.
Committee membership and workload management
Seeka is governed by a seven-member non-executive Board with three independent directors. To provide effective and transparent committee
governance, while managing workload across Board members, Seeka’s committee charters ensure each committee is chaired by an independent
director, with committee members drawn from both independent and non-independent directors that furnish the best skill set. The audit and risk
committee charter specifies a majority of independent directors.
The current standing committees are:
Audit and risk
CompositionRoleMembersCharter
Independent chair with a minimum of
two other directors. The committee must
have a majority of independent directors,
with at least one having an accounting or
financial background. The chair may not
be the Board chair.
Examines financial reporting, compliance,
external and internal auditing, risk
management and risk insurance.
Ashley Waugh, chair
John Burke
Fred Hutchings
Audit and risk committee
charter
Sustainability
CompositionRoleMembersCharter
A minimum of two directors appointed
by the Board. No management members,
but the chief executive or delegate to be
invited to meetings.
Ensure Seeka uses an appropriate
reporting framework, provide strategic
guidance on targets, measures and
performance, and examines the strategic
implications of climate change.
Cecilia Tarrant, chair
John Burke
Fred Hutchings
Sustainability committee charter
Remuneration
CompositionRoleMembersCharter
Independent chair with a minimum
of two other directors. When not an
appointed member, the Board chair will
be an ex-officio member.
Examines the performance,
remuneration and succession planning
of the chief executive officer, the
remuneration of senior managers,
company-wide employee remuneration
policy and human resource plans and
policies.
Fred Hutchings, chair
Ratahi Cross
Cecilia Tarrant
Remuneration committee
charter
In addition, the chair periodically establishes an ad-hoc nominations committee.
Nominations
CompositionRoleMembersCharter
Independent chair with a minimum of
two other directors.
Examines the directors’ terms of
engagement, Board succession
planning, seeks and evaluates nominees,
and advises the Board on director
appointments.
Appointed by the
Board.
Nominations committee charter
79SEEKA LIMITED | ANNUAL REPORT 2020
In the event of a takeover offer, the Board Charter provides for the formation of an ad-hoc initial response committee and an independent takeover
response committee to enact the procedures and protocols of the Board's Takeover Response Manual.
Initial response committee
CompositionRoleMembers
Independent directors.Manage the initial response to an unexpected takeover notice.Fred Hutchings
Cecilia Tarrant
Ashley Waugh
Independent takeover response committee
CompositionRoleMembers
Directors that are independent of the
bidder and of the bid.
Manage the takeover response and act in the interests of all
shareholders.
Appointed by the Board.
To date there has been no need to convene an initial response committee meeting or form an independent takeover response committee.
While the Board considers the current range of committees comprehensively manages the governance of Seeka’s business, and provides the best
outcomes for shareholders and other stakeholders, the Board Charter allows ad-hoc committees to be formed as required to aid Board decision
making.
The following table reports Board and committee meeting attendance in 2020.
BoardAudit and riskSustainabilityRemuneration
MeetingsAttendedMeetingsAttendedMeetingsAttendedMeetingsAttended
Fred Hutchings121212123333
Martyn Brick1212------
John Burke1212121133--
Ratahi Cross1212----33
Amiel Diaz1212------
Cecilia Tarrant1212--3333
Ashley Waugh12121212----
Principle 4. Reporting and disclosure
“The board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of corporate disclosures.”
Seeka’s Board is committed to keeping investors and the wider market fully informed of all material information concerning the company’s operating
environment and business performance. In addition to all information required by law and NZX Listing Rules, Seeka provides stakeholders with a mid-
year performance update, along with regular operational updates to supplying clients.
Seeka's Continuous Disclosure Policy covers the classification, timing and release of material information to investors and other stakeholders. The
chair of the Board, chair of the audit and risk committee, chief executive and chief financial officer (the disclosure committee) are responsible for
identifying material information between Board meetings, with continuous disclosure covered at every Board meeting.
As stewards of more than 300 orchards in New Zealand and Australia, Seeka is committed to applying industry best practices and international
guidelines for all asset management, backed up by rigorous auditing. This includes certification to the international GLOBALG.A.P standard for good
agricultural practice that focuses production and supply management on the consumer’s demand for safe food. See www.globalgap.org.
Seeka as an employer is focused on sustainable land management that supports long-term employment and wealth creation in our rural
communities, and has formally implemented the GLOBALG.A.P GRASP module with its extended social standards for worker health, safety and
welfare. See www.globalgap.org/uk_en/for-producers/globalg.a.p.-add-on/grasp/.
In New Zealand, Seeka has partnered with all supplying growers to form independent, grower-controlled entities that manage grower fruit returns;
kiwifruit growers appoint Seeka Growers Limited as their agent for the supply of kiwifruit to Seeka, with avocado growers appointing AvoFresh
Limited. See www.seeka.co.nz/seeka-grower-council and www.seeka.co.nz/avofresh.
Seeka Growers Limited and AvoFresh Limited manage market returns in independent bank accounts, approve all service distributions and grower
payments, and publish independently-audited annual statements. Seeka is represented on the entities’ controlling councils, provides management
support, and ensures grower representatives are kept informed on market conditions, industry issues and Seeka’s operational performance for their fruit.
ANNUAL REPORT 2020 | SEEKA LIMITED80
Seeka complies with the financial reporting requirements prescribed by the Companies Act 1993, Financial Markets Conduct Act 2013 and the NZX
Listing Rules. Seeka also considers environmental, social and governance concerns, and discloses to the markets any environmental factors that may
materially affect operations.
In August 2020, Seeka formed a sustainability committee to provide strategic guidance on Seeka's sustainability framework, targets, measures and
performance. Seeka is working to measure then incrementally improve our environmental performance and the associated governance processes. We
know our orcharding and supply chain operations influence our environment, and we are actively addressing the risks and opportunities of climate
change. The sustainability committee provides guidance to the Seeka Agile Sustainability Team (SAST), which was formed In 2019 to develop Seeka’s
environmental and social policy and processes, and to deliver incremental improvements to the business. Drawing together staff who are passionate
about sustainability from all areas of our operations, and working with external advisors, Seeka's sustainability team is working to integrate
sustainability into the hearts and souls of our employees and deliver projects that reduce Seeka’s environmental footprint. Seeka's second annual
Sustainability report is included in this document.
Principle 5. Remuneration
“The remuneration of directors and executives should be transparent, fair and reasonable.”
Director remuneration
In accordance with the Board Charter, the chair uses independent professional advice and market information to review director remuneration within
a two year period, with shareholders having to approve any increase to the pool available to pay directors’ fees. Approval was last sought in April
2018, when the pool limit was set at $450,000 per annum, with the Board withdrawing a resolution to increase the pool in 2020, in response to the
Covid-19 pandemic.
Directors are remunerated by fixed fees that are set according to expected time commitments and responsibilities as determined by the Board.
Directors receive no equity-based remuneration, and receive no performance or retirement benefits. Directors are not required to own Seeka shares.
The following table reports the allocation of the pool at the date of this report, and directors’ fees paid during the financial year. No other benefits
were provided to directors during the year.
PositionBase
director feeChair fee
Audit and risk
committee chair
fee
Director fees
paid during the
year
Fred HutchingsChair
$56,500$43,500$100,000
Ashley WaughDirector, Audit and risk committee chair
$56,500$11,000$67,500
Martyn BrickDirector
$56,500$56,500
John BurkeDirector
$56,500$56,500
Ratahi CrossDirector
$56,500$56,500
Amiel DiazDirector
$56,500$56,500
Cecilia TarrantDirector
$56,500$56,500
Total
$395,500$43,500$11,000$450,000
The base director fee includes committee membership, with the Board chair and chair of the audit and risk committee receiving a chair's fee.
Chief executive officer remuneration
The review of the chief executive’s remuneration is undertaken by the remunerations committee with the remuneration package the responsibility of
the Board.
Michael Franks was appointed chief executive in 2006. His remuneration package comprises a fixed annual remuneration that covers base salary,
vehicle, Kiwisaver contributions, medical and life insurance, and an at-risk annual performance incentive.
The following table reports chief executive remuneration in 2020.
Base salaryBenefits
1
Annual performance
incentive
2
Total remuneration
Michael Franks
$668,914$50,609$114,064$833,587
1. Benefits are delivered through vehicle, Kiwisaver contributions, medical and life insurance.
2. Performance incentive earned from FY19 and paid in 2020.
81SEEKA LIMITED | ANNUAL REPORT 2020
Performance incentive
The chief executive officer’s performance incentive has a maximum value of 72% of fixed remuneration for achieving annual targets set by the Board,
including financial performance, strategic goals, health and safety, and risk management. For the 2019 financial year, chief executive officer Michael
Franks earned an $114,064 performance incentive. This payment was made in 2020.
For the 2020 financial year, the chief executive officer earned a $388,988 performance incentive. This payment will be made in 2021 .
Employee share scheme
At balance date, the chief executive had 8,000 shares allocated April 2019 at $4.76 per share under the 2019 employee share scheme. These shares
vest 2022.
Principle 6. Risk management
“Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The board should regularly verify
that the issuer has appropriate processes that identify and manage potential and material risks.”
The Board considers risk management an important governance function to protect stakeholders, build long-term wealth in our communities and
optimise shareholder value. The Board retains ultimate responsibility for risk management, with the audit and risk committee providing a specific
focus on material risks as defined in the Audit and Risk Committee Charter.
While no risk management system can completely remove business and financial risks, our goal is to ensure material risks are appropriately identified
and managed within acceptable levels. We accomplish this through a strategic focus, active management, contingency planning and a sensible
balance between costs and anticipated benefits. Wherever appropriate, the processes are consistent with AS/NZS 31000:2009 Risk Management
Principles and Guidelines.
Financial statements and key operational measures are prepared monthly and reviewed by the Board throughout the year to assess business
performance against budget and forecasts.
The Board composition includes directors with long-term experience in New Zealand’s kiwifruit industry, and Australian and Asian produce handling
and marketing. Board meetings include periodic site visits in New Zealand and Australia (when practicable with regard to Covid-19 travel restrictions)
to ensure all directors understand the Group’s operating environments when assessing material risk.
The Board’s complementary skill set and understanding of the core business have allowed it to implement strategies to mitigate risk associated with
being a New Zealand kiwifruit handler by diversifying operations across multiple products, expanding into the Australian market and sourcing revenue
from more points along the value chain. Since the incursion of the kiwifruit vine-killing disease Psa in 2010, Seeka has transformed from being a New
Zealand kiwifruit handler to become an Australasian produce business involved in the growing, handling, supply and marketing of multiple products.
Seeka has appropriate insurance cover, as available, for property damage to its offices, post harvest processing and fruit handling facilities, along with
insurance cover for hail damage to crops.
The Brown Marmorated Stink Bug (BMSB; Halyomorpha halys) remains one of the top pests of concern for New Zealand's horticultural industry. A
native to China, Japan, Korea and Taiwan, and accidentally introduced in the United States in the mid-1990s, adult BMSB feed on fruit and make them
unmarketable. The Ministry of Primary Industries is working with industry groups along with the public to prevent the unintended import of BMSB,
including eradication protocols if BMSB are detected in New Zealand. Seeka personnel and supplying growers are informed on how to identify BMSB
and the immediate actions to be undertaken if the pest is found.
Communicable diseases are a risk to labour availability, food safety and market access. Seeka works with industry bodies, the Government,
community agencies and international groups to secure reliable labour. Risk to food safety and market access is managed through Seeka's full
orchard-to-market track and trace service, which includes a register of all orchard visits and finger-scanner access to post harvest facilities. Tracing
from point of origin to point of sale allows Seeka to manage risk from contagion and ensures our markets can have confidence in the safety of our
supply chain and our products. Seeka's response to the communicable disease Covid-19 is detailed in the following health and safety section.
Health and safety
The Board is responsible for health and safety across Group operations, with the chief executive appointing a health and safety manager to ensure
Seeka complies with legislation and operates industry best practice across the Group, while also supporting the management of health and safety
risks by clients and suppliers. The Board reviews performance against set targets at each meeting.
In 2020 Seeka confronted a new challenge to our health and safety systems, as Covid-19 threatened community health and disrupted business
systems.
Prior to Covid-19’s detection in New Zealand, Seeka formed a Covid-19 response committee to protect our people and prepare our business. We
worked with health professionals to secure personal protective equipment and implement social distancing protocols to mitigate risk. We secured
more-spacious accommodation for RSE workers and organised quarantine housing, which was later used to isolate suspected contacts of a confirmed
community case.
During harvest, Seeka initiated new protective measures to keep our people safe as we worked to deliver an essential service. This included
designating operational “bubbles”, onsite personnel temperature logging, provision of personal protective equipment, two-metre screening, enlarged
break areas, 24-hour cleaning and remote management. We were part of a community effort that kept our whānau safe as collectively we worked
to clear our growers' crops and supply the world with safe, healthy food. Over the Level-4 lockdown period, Seeka paid $12.2m in direct salary and
wages, along with a further $3.0m to picking contractors, and had no recorded cases of Covid-19 in our workforce.
Over the full year, the Group employed more than 3,000 people working in multiple complex environments. Group salary and wages equate to 1,680
full time equivalents.
ANNUAL REPORT 2020 | SEEKA LIMITED82
The following table reports key health and safety measures and targets in 2020.
2020 Annual threshold2020 Actuals
Total recordable injury frequency rate
1
Less than 4.5
4.5
Notifiable injuries
03
Notifiable injuries including incidents
13
Severity rate
2
Less than 4.5
11.4
1. Total recordable injury frequency rate (TRIFR) is a key measure that compares total lost time injuries and medical treatments against the total number of hours worked.
TRIFR = (number of recordable lost time and medical treatment injuries) x 200,000 / (number of employee hours worked).
2. Severity rate = (number of lost time injuries) / (number of days lost).
Principle 7. Auditors
“The board should ensure the quality and independence of the external audit process.”
Seeka’s Audit and Risk Committee Charter outlines Seeka’s commitment to an independent audit process that provides shareholders and the markets
with objective, robust, clear and timely financial reporting.
The audit and risk committee in consultation with management and the external auditor reviews the efficiency and effectiveness of the external audit
process, and provides a formal channel of communication between the Board, senior management and the external auditor. The audit and risk committee:
• Oversees the independence of the auditor and ensures they conduct their operations free from any actual or perceived impairments, and
• Monitors the provision of any services beyond the auditor’s statutory audit services.
For financial year 2020, Pip Cameron of PricewaterhouseCoopers (PwC) was the external auditor for Seeka Limited. Pip Cameron will complete her
five-year term as Seeka’s Auditor at the end of the 2020 financial year and Troy Florence of PwC will be the Auditor for FY21. The last audit partner
rotation was in FY16.
PwC has confirmed its independence to the audit and risk committee, and that its independence was not compromised during the reporting period.
PwC auditors attend the annual shareholder meeting to answer any shareholder questions about the audit.
During the year, PwC was paid $340,000 for audit fees and expenses, and $111,000 for tax compliance, pooling and consultancy work.
Internal audit
Seeka has a number of internal controls overseen by the audit and risk committee to ensure the integrity of key financial and operational data. This
includes data access, internal financial controls, adequate resourcing, targeted internal audit programmes and monitoring management’s response to
external audit findings.
Due to the size of Group operations, rather than operating a dedicated financial audit function, Seeka uses its compliance team to conduct internal
audit processes and monitor operational compliance, along with independent providers to regularly test the integrity of the Group’s financial systems.
Directors also pay attention to matters raised by PwC, the external auditor.
Principle 8. Shareholder rights and relations
“The board should respect the rights of shareholders and foster constructive relationships with shareholders that encourage them to engage with
the issuer.”
Seeka’s shareholders include a significant number of grower clients, employees, suppliers and people living in our rural communities. Seeka maintains
open channels of communication with a diverse range of groups to uphold our key brand attribute of delivering excellence to all stakeholders.
The Board is motivated and committed to transparent and regular reporting and engagement with shareholders including:
• Annual and interim reports
• Market announcements
• Annual shareholder meeting
• Mid-year stakeholder meeting
• Ad-hoc investor presentations
• Attendance of directors at seasonal grower roadshows held throughout the catchment for each produce type
• Clear access to investor information on the company’s website, see Seeka.co.nz/investors
• Open access to senior managers via phone and email, see Seeka.co.nz/senior-management-team
83SEEKA LIMITED | ANNUAL REPORT 2020
Shareholders are actively encouraged to attend the annual shareholder meeting and mid-year stakeholder update, either in person or when
practicable via the virtual online portal, where they can raise matters for discussion by directors and senior management. Shareholders vote on major
decisions which affect Seeka at the annual shareholder meeting. Voting is by poll, conducted by the Company’s registrar Link Market Services and
overseen by the company’s auditor PwC, on a one share, one vote principle.
Shareholders are provided with copies of the annual report, and are encouraged to receive electronic communication by contacting our registrar
Link Market Services, see Linkmarketservices.co.nz. Notices of shareholder meetings are posted on the NZX website and Seeka's website. Where
circumstances allow, Seeka sends notices of shareholder meetings at least 20 working days prior to the meeting. A link to Seeka’s announcements
can be directly accessed from Seeka’s website, see Seeka.co.nz/nzx-announcements.
When raising new capital, when practical the Board will offer a scheme that allows existing shareholders to further invest in the Company so they can
maintain their relative proportion of Seeka's issued shares.
Seeka’s current and historical share price is located on the NZX website, see nzx.com/instruments/SEK
Corporate calendar
In the normal course of business, the Board reports to the following schedule.
End of year market announcementLate February
Dividend paymentApril
Annual shareholder meetingApril
Dividend paymentOctober
Stakeholder updateOctober
Differences in practice to NZX Code
The following table summarises the material differences between Seeka’s corporate governance and the Code during the year. Where there are
differences, these have been approved by the Board.
PrincipleConcerningKey difference
Period of non
compliance
2. Board
Composition
and
Performance
2.8A majority of the board
should be independent
directors.
The Board Charter specifies a minimum of two independent directors.
As Seeka's foundation business is kiwifruit, the Board considers it appropriate
to have a mix of directors with extensive experience in kiwifruit production and
handling, who in the normal course of business would supply Seeka with produce
from their ongoing orcharding interests. The Board must also appropriately
represent large shareholders.
The specified minimum of two independent directors provides the flexibility
to meet these two criteria, while also ensuring Board decisions reflect the best
interests of Seeka and its security holders.
Currently, four directors are deemed non-independent; two for their extensive
interests in orchards that supply Seeka (industry expertise), one an appointee of
a large shareholder (market expertise), and one that has extensive interests in
orchards that supply Seeka as well as being an appointee of a large shareholder
(industry expertise).
Three of the seven directors (a minority) are independent.
At all relevant
times
3. Board
Committees
3.3Remuneration committee
should have a majority of
independent directors.
To manage workload across the Board, the charter only specifies an independent
chair. The current remuneration committee does comply with the code by having
an independent chair, an independent director and a non-independent director.
At all relevant
times
3.4Standing nominations
committee with a
majority of independent
directors.
Nominations Committee Charter allows for the formation of an ad-hoc
committee as required. To manage workload across the Board, the charter only
specifies an independent chair.
At all relevant
times
4. Reporting
and Disclosure
4.3Non-financial
disclosures, including
environmental, economic
and social sustainability
risks.
Seeka currently provides extensive reports on non-financial information
to shareholders and other stakeholders. Seeka's sustainability team under
the guidance of the Board sustainability committee is developing a formal
environmental, social and governance (ESG) reporting framework, with the
second ESG report published in this document.
At all relevant
times
8. Shareholder
Rights and
Relations
8.5Notices of shareholder
meetings given at least
20 working days prior to
meeting
Following implementation of Alert Level 4, on 31 March 2020 Seeka withdrew its
notice for a physical annual shareholders meeting and issued a new notice for an
online meeting to be held 17 April 2020. The new notice was issued less than 20
working days prior to the meeting. Seeka intends to provide shareholders with at
least 20 working days' notice of shareholder meetings where practicable.
31 March 2020
ANNUAL REPORT 2020 | SEEKA LIMITED84
DIRECTOR PROFILES
The following directors held office on 31 December 2020.
Fred Hutchings BBS, FCA
Independent, non-executive Chairman
Member Audit and Risk Committee and Sustainability Committee, Chair Remuneration Committee
Appointed 10 September 2012
Fred has commercial and business experience having been a partner at PricewaterhouseCoopers for 27 years where he specialised in assurance
and advisory services, particularly for agribusiness. He also held leadership roles in the partnership including Wellington and South Island managing
partner and for three years was a member of the firm's executive board.
Fred is a director of Speirs Group Limited and Speirs Food Limited, and retired as chairman of Tui Products Limited in 2018 when the business was
sold. He is a past president of Chartered Accountants Australia and New Zealand.
Fred holds an interest in a kiwifruit orchard supplying Seeka.
Martyn (Marty) Brick BAgCom
Non-executive Director
Appointed 23 April 2013
Marty has experience in agribusiness having worked in rural banking, finance, and horticulture. He established kiwifruit orchards in the Bay of Plenty,
and a post harvest operation which was later sold to Huka Pak. Marty became a director of Te Awanui Huka Pak and chairman of Te Awanui Grower
Council up until Huka Pak’s merger with Seeka in 2009.
Marty holds interests in kiwifruit and avocado orchards supplying Seeka.
John Burke BAgSc
Non-executive Director
Member Audit and Risk Committee and Sustainability Committee
Appointed 24 April 2012
John has an agribusiness background and qualifications, having worked for the Rural Bank and operated a rural valuation and consultancy practice.
He has knowledge of kiwifruit operations from the orchard to the market having been the chief executive of Te Awanui Huka Pak where he helped
establish collaborative programmes into Asia and North America, before becoming the general manager Kiwifruit Vine Health.
John is a kiwifruit orchardist supplying Seeka, and a farmer.
Peter Ratahi Cross
Non-executive Director
Member Remuneration Committee
Appointed 1 March 2016
Ratahi is the chairman of several trust boards throughout the eastern areas of the North Island. He chairs Te Awanui Huka Pak Limited and Ngai
Tukairangi Trust, the largest Māori kiwifruit grower in New Zealand. The trust operates orchards on the Matapihi Peninsula at Mount Maunganui, and
in the Hawke’s Bay, which supply Seeka.
Ratahi has a background in natural science specialising in native flora and fauna. He also lectures in Māori history for several tribes he belongs to.
85SEEKA LIMITED | ANNUAL REPORT 2020
Amiel (Mel) Diaz BA, BSc, CPA, CISA
Non-executive Director
Appointed 19 October 2009
Mel is the head of the Philippines subsidiaries of Farmind Corporation. He has knowledge of the Asian fresh produce business, with an emphasis on
Japan and the Philippines, and is currently establishing a 250 hectare highland banana plantation in the Philippines for Farmind Corporation.
Mel has executive management experience in technology, telecommunications, manufacturing, finance, service, business consultancy and the fresh
produce industry, having worked for more than 30 years in various executive positions, board memberships and advisory roles.
Mel is a certified public accountant (CPA) in the Philippines and a certified information systems auditor (CISA) in the USA and the Philippines.
Cecilia Tarrant BA/LLB Hons, LLM
Independent, non-executive Director
Chair Sustainability Committee and member Remuneration Committee
Appointed 27 April 2017
Cecilia has more than 25-years experience in law and finance, having worked as a lawyer in Auckland and San Francisco before becoming an
investment banker in New York and London. She is now a professional director. Cecilia is the chair of New Zealand Green Investment Finance Limited,
a director of Payments NZ, a trustee of the University of Auckland Foundation and a member of the University of Auckland Council. She is also
involved in start-up investing and is the chair of the ArcAngels network.
Cecilia is involved in both the beef and dairy industries through her family’s ownership of a dry stock farm in the Waitomo area and partnership in a
dairy farm in the Otorohanga district. Her family have lived in the Waitomo area for more than 100 years.
Ashley Waugh BBS
Independent, non-executive Director
Chair Audit and Risk Committee
Appointed 21 May 2014
Ashley has experience in the fresh food industry having worked within the Australasian Fast Moving Consumer Goods (FMCG) markets for more
than 30 years. He also has global experience in the FMCG, foodservice and ingredients markets.
Ashley was the chief executive officer of Australian dairy foods and juice giant National Foods until its merger with Lion Nathan in 2009. His prior
business experience was with the New Zealand Dairy Board and Ford Motor Company.
He currently serves on the board of Colonial Motor Company and chaired Moa, New Zealand’s largest craft brewer, until retiring in 2017, and was a
director of Fonterra Co-operative Group Limited until retiring in November 2018.
Changes in Board membership
Board membership remained the same throughout 2020.
ANNUAL REPORT 2020 | SEEKA LIMITED86
INTERESTS REGISTER
During the year the Group undertook related party transactions with directors in the ordinary course of the Company’s business and on usual terms
and conditions.
Directors have made general disclosures of interests in accordance with s140 (2) of the Companies Act 1993. New disclosures advised since
31 December 2019 are italicised.
Fred Hutchings Amwell Holdings Limited Director / Shareholder
Walker Nominees Limited Director
Speirs Group Limited and subsidiaries Director
AvoFresh Limited Director
Seeka Share Trustee Limited Director
Martyn Brick Strathboss Kiwifruit Limited Director / Shareholder
Seeka Growers Limited Director
Omega Kiwifruit Limited Director / Shareholder
Katoa Partnership Partner
Zespri International Limited Shareholder
Rokeby Trust Beneficiary
Rising Sun Orchards Limited Shareholder
John Burke J & D Burke Holdings Limited Director / Shareholder
Rokeby Trust Trustee
Zespri International Limited Shareholder
Pukekauri Farming Limited Director / Shareholder
Peter Ratahi Cross Ngai Tukairangi No2 Trust Trustee / Chairman
Te Awanui Huka Pak Limited Director
Seeka Share Trustee Limited Director
Wai O Kaha Gold Landowners General Partner Limited Chair
Wai O Kaha Gold JV General Partner Limited Chair
Amiel Diaz Farmind Philippines Inc. Director / Officer
Farmind Corporation of Japan Officer
Cecilia Tarrant Payments NZ Limited Director
University of Auckland Foundation Trustee
ArcAngels Angel Investment Network Chair
University of Auckland Council Member
New Zealand Green Investment Finance Limited Chair
Seeka Share Trustee Limited Director
Ashley Waugh Primrose Hill Farm (Puke-Roha Limited) - Te Awamutu Director / Shareholder
The Colonial Motor Group Limited Director / Shareholder
87SEEKA LIMITED | ANNUAL REPORT 2020
DIRECTORS’ INTERESTS IN SEEKA LIMITED SECURITIES
The following table details director interests in shares at 31 December 2020.
InterestShares
Martyn BrickBeneficial
1
1,423,361
John BurkeBeneficial
2
94,806
Non beneficial
3
83,000
Peter Ratahi CrossBeneficial
4
2,300,040
Fred Hutchings Beneficial
5
48,385
Cecilia TarrantBeneficial
6,500
Ashley WaughBeneficial
13,166
1. Held by Omega Kiwifruit Limited (1,098,323), Strathboss Kiwifruit Limited (118,853), Martyn Brick, Christopher Mcfadden and John Burke as trustees of the Rockeby
Trust (83,000), Seeka Share Trustee Limited for and on behalf of Martyn Brick (8,659), Omega Kiwifruit Limited (47,572) and Strathboss Kiwifruit Limited (66,954).
2. Held by J&D Burke Holdings Limited (94,806) and Seeka Share Trustee Limited for and on behalf of J&D Burke Holdings Limited (4,365),
3. Held by Martyn Brick, Christopher Mcfadden and John Burke as trustees of the Rockeby Trust.
4. Held by the trustees of the Ngai Tukairangi No. 2 Trust (459,551), Te Awanui Huka Pak Limited (1,714,410), and Seeka Share Trustee Limited for and on behalf of the
trustees of the Ngai Tukairangi No.2 Trust (126,079). P R Cross is a trustee of the Ngai Tukairangi No. 2 Trust and a beneficiary, and interests associated with P R Cross
are beneficiaries, of the Ngai Tukairangi No. 2 Trust. Te Awanui Huka Pak Limited holds Ordinary Shares in Seeka Limited. P R Cross is a director of Te Awanui Huka Pak
Limited. The trustees of the Ngai Tukairangi No. 2 Trust are shareholders in Te Awanui Huka Pak Limited.
5. Held by Walker Nominees Limited (43,421), Seeka Share Trustee Limited for and on behalf of Amwell Holdings Limited (2,463) and by Sharesies Nominee Limited on
behalf of F A Hutchings (2,501).
The following table details director dealings in Seeka shares during the year.
TransactionDateNumberTotal consideration
John Burke
1
Purchase
2
30 September 2020
2,084$8,223
Fred HutchingsPurchase
4
20 August 2020
2,501$10,250
Purchase
2, 3
30 September 2020
1,000$3,946
Cecilia TarrantPurchase
2
30 September 2020
150$592
Ashley WaughPurchase25 May 2020
6,000$25,800
1. Acquired by J&D Burke Holdings Limited.
2. Acquired under the Seeka dividend reinvestment plan.
3. Acquired by Walker Nominees Limited.
4. Acquired by Sharesies Nominees Limited on behalf of F A Hutchings.
ANNUAL REPORT 2020 | SEEKA LIMITED88
SUBSIDIARY COMPANIES
The following table details directors of Seeka Limited subsidiary companies as at 31 December 2020. No person ceased to hold office, or was
appointed, as a director of any subsidiary in the financial year to 31 December 2020.
Michael Franks and Stuart McKinstry are officers of Seeka Limited. Robert Towgood is a senior manager at Seeka Limited. Anthony Motion is an
independent director for the Group’s Australian subsidiaries.
New Zealand incorporated companies
Trading subsidiaries
Aongatete Coolstores Limited Michael Franks, Stuart McKinstry
AvoFresh Limited Michael Franks
Delicious Nutritious Food Company Limited Michael Franks, Stuart McKinstry
Integrated Fruit Supply & Logistics Limited Michael Franks
Kiwi Coast Growers (Te Puke) Limited Michael Franks, Stuart McKinstry
Seeka Share Trustee Limited Fred Hutchings, Cecilia Tarrant, Peter Ratahi Cross
Seeka Te Puke Limited Michael Franks, Stuart McKinstry
Not-trading subsidiaries
CMS Logistics Limited Robert Towgood
Eleos Limited Michael Franks, Stuart McKinstry
Enviro Gro Limited Michael Franks
Glassfields (NZ) Limited Michael Franks, Stuart McKinstry
Guaranteed Sweet Limited Michael Franks, Stuart McKinstry
Kiwifruit Vine Protection Company Limited Michael Franks
Northland Horticulture GP Limited Michael Franks, Stuart McKinstry
Nutritious Delicious Food Company Limited Michael Franks, Stuart McKinstry
Seeka Dairy Ventures Limited Michael Franks, Robert Towgood
Seeka Fresh Limited Michael Franks, Stuart McKinstry
Verified Lab Services Limited Michael Franks, Stuart McKinstry
Australian incorporated companies
Little Haven Holdings Pty Limited Michael Franks, Stuart McKinstry, Anthony Motion
Seeka Australia Pty Limited Michael Franks, Stuart McKinstry, Anthony Motion
Seeka Pollen Australia Pty Limited (not trading) Michael Franks, Stuart McKinstry, Anthony Motion
Directors of Group subsidiary companies did not undertake any share dealings in those companies.
Subsidiary directors’ interests register
Directors of Seeka subsidiaries have made general disclosures of interests in accordance with s140 (2) of the Companies Act 1993. No new
disclosures have been advised since 31 December 2019.
Michael Franks Rising Star Orchards Limited Director / Shareholder
Stuart McKinstry Rivas Orchards Limited Director / Shareholder
R&M Orchards Limited Director / Shareholder
Anthony Motion has not made any general interest disclosures.
Subsidiary company director remuneration
Seeka Limited officers Michael Franks and Stuart McKinstry, and senior manager Robert Towgood received no beneficial director’s fees or other
benefits except as employees.
The following table details the remuneration of Anthony Motion, the independent director for the Group’s Australian subsidiary companies.
Director feesAUDNZD @ $1.06
Anthony Motion
$ 20,000$ 21,200
89SEEKA LIMITED | ANNUAL REPORT 2020
EMPLOYEE REMUNERATION
In 2020, the Group employed 424 permanent and more than 3,000 seasonal employees.
The Group had 148 employees (December 2019 - 112), including 8 employees (December 2019 – 7) employed by subsidiaries, that are not directors
whose annual cash remuneration and benefits (including motor vehicles and termination costs) exceed $100,000 in the financial year.
Remuneration20202019
$100,000 - $109,999 35 36
$110,000 - $119,999 38 19
$120,000 - $129,999 21 15
$130,000 - $139,999 10 9
$140,000 - $149,999 12 7
$150,000 - $159,999 7 5
$160,000 - $169,999 3 3
$170,000 - $179,99984
$180,000 - $189,999 2 2
$190,000 - $199,999 4 2
$200,000 - $209,999 1 1
$210,000 - $219,999 1 1
$220,000 - $229,999 1 -
$230,000 - $239,999 - 1
$240,000 - $249,999 1 -
$250,000 - $259,999 1 -
$260,000 - $269,000-1
$270,000 - $279,000-1
$280,000 - $289,000-1
$290,000 - $299,9991-
$300,000 - $309,9991-
$310,000 - $319,999-1
$320,000 - $329,9991-
$340,000 - $349,99911
$350,000 - $359,999-1
$390,000 - $399,9991-
$400,000 - $409,9992-
$830,000 - $839,9991-
$900,000 - $909,999-1
Total
153112
Remuneration includes key performance indicator payments. Remuneration by the Group’s Australian subsidiary Seeka Australia in Australian dollars
was converted to New Zealand dollars using the average exchange rate for the year. The impact of movements in exchange rates from 2019 to 2020
was reviewed and would not have significantly changed the employee remuneration disclosure.
Employee share scheme
As part of their employment benefits, eligible permanent employees are invited to participate in Seeka’s employee share ownership scheme.
In March 2019, offers under Seeka's employee share ownership scheme were made and 568,000 shares were allocated to permanent employees at
$4.76 per share on 10 April 2019. The shares vest in 2022.
ANNUAL REPORT 2020 | SEEKA LIMITED90
OTHER DISCLOSURES
Indemnities and insurance
Clause 9.7 of the Constitution allows the Company to indemnify and insure directors to the extent permitted by the Companies Act 1993. The
Company has provided insurance for all directors and officers, including directors of subsidiaries.
Summary of waivers granted by NZX
No waivers were granted, published or relied on by Seeka in the year ended 31 December 2020.
Donations
In the year ended 31 December 2020, the Group donated $129,167 to support local youth development, community and sports groups.
Divided reinvestment plan
Under the company's dividend reinvestment plan, holders of ordinary shares may elect to reinvest the net proceeds of cash dividends payable or
credited to acquire fully paid ordinary shares in the company.
Substantial product holders
The following table details information in compliance with s293 of the Financial Markets Act 2013. Unless stated otherwise, the number of shares
disclosed is the number of shares held as at 31 December 2020. The total number of ordinary listed shares of Seeka Limited at that date was
32,204,039.
Date of NoticeShares disclosed
Tomlinson Group Investments Limited21 December 2020
2,899,930
Sumifru Singapore Pte Limited15 September 2015
2,093,558
Te Awanui Huka Pak Limited11 September 20151,267,410
1
Jarden Securities Limited - notice of ceasing to have a substantial holding24 November 2020
695,683
Farmind Corporation of Japan - notice of ceasing to have a substantial holding18 December 2020
-
1. According to Seeka's records, Te Awanui Huka Pak Limited holds 1,714,410 shares as at 31 December 2020.
91SEEKA LIMITED | ANNUAL REPORT 2020
SECURITIES STATISTICS
Top 50 shareholders
Number of
ordinary shares
Percent
Tomlinson Group Investments
2,899,930 8.98
Seeka Share Trustee Limited
1
2,539,055 7.86
Sumifru Singapore Pte Limited
2,093,558 6.48
Te Awanui Huka Pak Limited
1,714,410 5.31
Masfen Securities Limited
1,138,100 3.52
Omega Kiwifruit Limited
1,098,323 3.40
FNZ Custodians Limited
1,024,043 3.17
New Zealand Central Securities
932,567 2.89
Custodial Services Limited
685,259 2.12
Christopher William Flood & Mark Schlagel
477,130 1.48
Riri Ellis & Helen Te Kani & Joshua Gear & Carlo Ellis
459,551 1.42
Gregory Alan Cole
372,208 1.15
Estate Jack Law & Patricia Colleen Law
310,240 0.96
Anne Louise Bayliss & Christopher James Mcfadden
293,280 0.91
Forsyth Barr Custodians
271,382 0.84
Lloyd James Christie
250,000 0.77
Wairahi Investments Limited
250,000 0.77
Robin Moss
235,295 0.73
Burts Orchards (1997) Limited
220,922 0.68
Grant Keith Oakley & Deborah Jane Oakley & BRG Trustees 2013 Limited
215,871 0.67
Stewart Moss
178,251 0.55
New Zealand Depository Nominee
164,138 0.51
Michael Gilbert Franks
148,337 0.46
Matthew Ian Tremain
142,033 0.44
Iconic Investments Limited
140,000 0.43
Malcolm John Cartwright & Helen Catherine Cartwright & Graeme Ingham Trustee Co Limited
130,028 0.40
Custodial Services Limited
129,122 0.40
Jean Paul Henri Mathias Thull
124,741 0.39
Seeka Employee Share Plan
121,008 0.37
Strathboss Kiwifruit Limited
118,853 0.37
Brian John Cotton Stapleton & Lois Eileen Cotton Stapleton
114,766 0.36
Christopher Robert Malcolm & Helen Ann Malcolm
110,853 0.34
Bowyer Orchards Limited
106,138 0.33
Murray Charles Salt & Heather Florrence Salt
103,770 0.32
Bryan Francis Grafas
103,271 0.32
Robyn Adair Slater
100,589 0.31
Joseph Wallace Carson
100,000 0.31
J and D Burke Holdings Limited
92,584 0.29
Korau Guy Tekani & Victoria Keltie Beadle Werohia & Marama Jacquiline Royal
91,986 0.28
Custodial Services Limited
88,151 0.27
JML Capital Limited
85,400 0.26
Martyn Timothy Brick & Christopher James Mcfadden & John Garland Burke
83,000 0.26
FNZ Custodians Limited
82,890 0.26
Terence Morrow Hawthorne & Gloria Nancy Hawthorne & Wood Walton Trustees (2007) Limited
77,076 0.24
David Murray Reid & Beverley Ann Reid & John Alexander Stewart
75,943 0.24
Jean Sandiford
74,242 0.23
Andrew James Northcote Hill & Janice Margaret Hill & Hill Trustees 2017 Limited
73,890 0.23
Heather Olive Wright
71,362 0.22
David Grindell
66,536 0.21
John Peter Jensen & Patricia Joan Jensen
62,867 0.19
Total
20,642,949 63.92
1. Shares held as a bare trustee in multiple parcels for members of the grower loyalty share scheme (2,008,055) and employee share ownership scheme (531,000).
Shareholder analysis
Investors
Percentage
of investors
Shares
Percentage of
shares
By shareholding size
Up to 1,000 shares
56425.28281,0730.87
1,001 to 5,000 shares
1,01445.452,680,8598.30
5,001 to 10,000 shares
31113.942,293,6597.10
10,001 to 50,000 shares
27512.335,454,22016.89
50,001 to 100,000
311.392,067,5246.40
100,001 to 500,000
271.215,391,77716.70
More than 500,000
90.4014,125,24543.74
Total
2,231100.0032,294,357100.00
By residency
New Zealand shareholders
2,18497.89 29,824,582 92.35
Overseas shareholders
472.11 2,469,775 7.65
Total
2,231100.00 32,294,357 100.00
As at 28 January 2021
ANNUAL REPORT 2020 | SEEKA LIMITED92
DIRECTORY
Board of directors
Fred Hutchings - Chair
Martyn Brick
John Burke
Peter Ratahi Cross
Amiel Diaz
Cecilia Tarrant
Ashley Waugh
Audit and risk committee
Ashley Waugh – Chair
John Burke
Fred Hutchings
Sustainability committee
Cecilia Tarrant – Chair
John Burke
Fred Hutchings
Remuneration committee
Fred Hutchings – Chair
Ratahi Cross
Cecilia Tarrant
Company officers
Michael Franks
Chief Executive Officer
Stuart McKinstry
Chief Financial Officer and Company Secretary
Senior management team
Michael Franks
Chief Executive
Kate BryantVerena CunninghamKevin Halliday
GM Corporate ServicesGM SeekaFresh and StrategyGM Operations
Stuart McKinstryJim SmithRob Towgood
Chief Financial OfficerGM Growers and MarketingGM Commercial
93SEEKA LIMITED | ANNUAL REPORT 2020
Registered office
Seeka Limited
34 Young Road, RD9, Paengaroa 3189
PO Box 47, Te Puke 3153
Seeka.co.nz
Auditor
PricewaterhouseCoopers
Auckland
www.pwc.co.nz
Bankers
Westpac Banking Corporation
Auckland
www.westpac.co.nz
Coöperatieve Rabobank U.A. (Rabobank)
Wellington
www.rabobank.co.nz
Share register
Link Market Services Limited
Auckland
www.linkmarketservices.co.nz
NZX
www.nzx.com
Legal advisors
Harmos Horton Lusk Limited
Auckland
www.hhl.co.nz
MacKenzie Elvin
Tauranga
mackenzie-elvin.com
ANNUAL REPORT 2020 | SEEKA LIMITED94
seeka.co.nz
34 Young Road, RD 9, Te Puke 3189
PO Box 47, Te Puke 3153, New Zealand
+64 7 573 0303, info@seeka.co.nz
---
Analyst Briefing Pack
Annual results presentation
Year ended 31 December 2020 -Audited
Agenda
2
5
Contact
4
Operating segments performance
3
Capital management
2
Financials
1
2020 highlights
Please note: These slides are section dividers only. Please use the blue graphic slides for the first and last slides of the presentation
2020 Highlights
Focus on achieving excellence
Delivered excellent performance for stakeholders despite Covid-19 disruption
Commitment and leadership got the job done
Generated record profits
$251.5m Revenue | $42.9m EBITDA | $15.2m NPAT | $0.52 EPS | $0.22 dividend per share
Revitalised New Zealand retail services
Revenue up 77% to $21.8m
Growing the Australian business
Developing 63 hectares of new kiwifruit orchards | Nashi profitable and trialling new varieties | First sales of Ricópears
Realised gains from sale and leaseback of three Australian kiwifruit orchards
Banked NZD$28.2m | RealisedNZD$6.2m gain
Repaid $38.9m of net bank debt in 2020
Net debt down 33% | Progressed strategy to sell orchard assets following Australian and Northland acquisitions | Debt on plan
Transitioning to a more sustainable business
Climate change assessment | Measuring carbonfootprint and setting targets
1
2
3
4
5
4
6
7
Please note: These slides are section dividers only. Please use the blue graphic slides for the first and last slides of the presentation
Financials
These financials should be read in conjunction with Seeka’s Annual Report 2020 and the attached appendix.
Group financial performance
$251.5m revenue
Up 6% on 2019
$42.9m EBITDA
Up 24% on 2019
$16.3m Net profit before tax
Up 65% on 2019
−Guidance range $15m ~ $17m
$15.2m Net profit after tax
Up 120% on 2019
All results and comparatives consistent with NZ IFRS 16 Leases
6
NZD millions
2020
2019
Growth
Revenue
251.5 236.9 6%
Cost of sales
198.8 189.4 5%
Gross profit
52.7 47.5 11%
EBITDA
42.934.524%
EBIT
24.317.639%
Net profit before tax
16.39.965%
Net profit after tax
15.26.9120%
$10.4m
$5.8m
$6.7m
$6.9m
$15.2m
20162017201820192020
NPAT
$24.8m
$23.1m
$33.3m
$34.5m
$42.9m
20162017201820192020
EBITDA
Trends in financial performance
EBITDA and NPAT
1. FY16 and FY17 EBITDA and NPAT comparatives are prior to the implementation of NZ IFRS16 Leases, FY18 to FY20 comply with NZ IFRS16 Leases.
15% CAGR
using pre NZ IFRS16
EBITDA for FY16
7
10% CAGR
using pre NZ IFRS16
NPAT for FY16
NZ IFRS16NZ IFRS16
Trends in operating segment performance
EBITDA –reported under NZ IFRS16 FY18 to FY20
1. FY16 and FY17 EBITDA comparatives are prior to the implementation of NZ IFRS16 Leases, FY18 to FY20 comply with NZ IFRS16 Leases.8
$5.6m
$6.4m
$4.2m
$5.0m
$5.4m
20162017201820192020
Orcharding
$63m assets
$26.8m
$22.0m
$37.2m
$41.0m
$41.9m
20162017201820192020
Post harvest
$233m assets
$1.9m
$2.9m
$2.3m
$1.7m
$3.0m
20162017201820192020
Retail services
$12m assets
$1.0m
$2.3m
($0.1)m
($0.6)m
$7.4m
20162017201820192020
Australia
$47m assets
NZ IFRS16NZ IFRS16
NZ IFRS16NZ IFRS16
Please note: These slides are section dividers only. Please use the blue graphic slides for the first and last slides of the presentation
Capital management
All results and comparatives comply with NZ IFRS 16 Leases. Values may not always sum due to rounding.
Balance sheet
$8.5m decrease in capital employed in 2020
$23.3m decrease in assets held for sale
−Northland and Australian kiwifruit orchard sales
$24.6m increase in PP&E
−Northland post harvest capacity build
Capital employed 31 December
10
NZD millions
20202019Growth
Current assets -excludes cash
Trade and other receivables
24.5 28.3 ( 13%)
Biological assets -crop
19.9 18.6
Assets held for sale
3.8 27.1
Inventories and water rights
6.3 6.3
54.5 80.3 ( 32%)
Current liabilities –excludes bank debt and leases
Trade and other payables
(31.0)(22.9)35%
Tax
(7.0)(1.7)
(37.9)(24.6)54%
Net working capital
16.6 55.7( 70%)
Non current assets
Property, plant and equipment (PP&E)
245.0 220.4
Right of use lease assets
50.8 44.7
Intangibles and other
19.9 20.0
315.7 285.1 11%
Capital employed
332.3 340.8 ( 2%)
All results and comparatives comply with NZ IFRS 16 Leases. Values may not always sum due to rounding.
1. Adjusted for $3.8m of assets held for sale (FY19: $27.1m) and nil related debtors (FY19 $5.0m).
Balance sheet
$77.9 net bank debt at December 2020
−$38.9m decrease on December 2019 (33% reduction)
−Planned disposal of Northland and Australian kiwifruit
orchards
Debt levels tracking to plan
$3.8m of orchard assets held for sale
Crown settles kiwifruit class action
−Related to the Psa outbreak
−Amount Seeka will receive is unknown
−$40m total settlement, includes legal and funding costs
−Seeka the largest of more than 200 claimants
Net bank debt 31 December
11
NZD millions
20202019Growth
Non current liabilities -excludes debt
Lease liabilities –current and term
(64.4)(50.5)28%
Deferred tax
(13.1)(17.8)
Derivatives
(0.7)(0.8)
(78.2)(69.0)13%
Cash
(5.2)(2.8)
Borrowings
83.0 119.6 ( 31%)
Net bank debt
77.9 116.8 ( 33%)
Total equity
176.3155.014%
Total borrowings
77.9116.8
Net bank debt excluding assets held for sale
1
74.084.7
EBITDA multiple
1.72x 2.45x
1. As required by NZ IAS 33, 2,748,877 shares held by Seeka Trustee Limited for the Grower Loyalty and Employee Share Schemes are excluded fromEPS calculations. If included, the EPS would be $0.47 (2019: $0.22).
Earnings per share and dividends
52 cents earnings per share
1
22 cents per share dividend paid or declared
in the financial year
$5.20 net tangible assets per share –up 14%
12 cents per share dividend declared
−To be paid 30 March 2021 –record date 5 March 2021
−Dividend reinvestment plan with 2% discount
−Fully imputed
12
Earnings and net tangible assets per share
2020
2019
Net profit ($m)
$ 15.2 m $ 6.9 m
Weighted shares on issue
1
(m)
29.4 m 29.4 m
Earnings per share
1
($)
$ 0.52 $ 0.23
Net tangible assets ($m)
$167 m $146 m
Shares at year end (m)
32.2 m 32.1 m
Net tangible assets per share ($)
$ 5.20 $ 4.55
Please note: These slides are section dividers only. Please use the blue graphic slides for the first and last slides of the presentation
Operating segment performance
Orchard operations
Record orchard revenue of $75.7m –up 5% on 2019
Revenue growth from lift in kiwifruit returns
Investing in new long-term leases
Developing orchards on long-term leased land
−Securing supply through long-term arrangements with
landowners
−$1m invested in 40 hectare Hayward Wai-o-kaha
Orchard with East Cape Raukokore hapū and PGF
−7-hectare SunGold orchard with Tauranga Ngāti
Pūkenga commencing 2021
Growing kiwifruit, avocado and kiwiberry for New Zealand orchard owners
14
Financial performance -Orchard operations
NZD millions20202019Growth
Revenue75.7 72.4 5%
EBITDA5.4 5.0 9%
EBIT3.5 3.7 ( 5%)
Segment assets63.4 54.2 17%
EBITDA pre NZ IFRS 163.2 3.6 ( 13%)
Assets preNZ IFRS 1650.9 41.3 23%
Crop grown-class 1 trays (millions)
Total kiwifruit trays grown -all varieties13.0 11.4 14%
Hayward trays (millions)7.7 7.1 8%
Hayward yields -average per hectare10,200 9,800 4%
SunGold trays (millions)5.0 3.9 28%
SunGold yields -average per hectare14,000 13,300 5%
Other trays0.3 0.4
Post harvest operations
Post harvest revenue of $140.1m
Kiwifruit volumes down 2.4m trays due to drought
−Impact $5m
Costs increase
−Covid-19 protocols
−Higher labour costs, labour shortage
−Combined financial impact estimated at $5.3m
Post harvest capacity forecast sufficient to handle
2021 and 2022 volumes
Packing, coolstoring and shipping kiwifruit, avocado and kiwiberry for New Zealand orchard owners
15
Financial performance -Post harvest operations
NZD millions20202019Growth
Revenue
140.1 140.1 -
EBITDA
41.9 41.0 2%
EBIT
29.8 29.4 1%
Segment assets232.7 222.9 4%
EBITDA pre NZ IFRS 1635.9 35.1 2%
Assets pre NZ IFRS 16210.9 197.1 7%
Crop–class 1 trays packed (millions)
Hayward
15.717.4( 10%)
SunGold class 1
16.114.412%
Other fruit -includes class 2
1.61.6
Total packed –class 1 and 2
33.433.5
Retail services operations
Retail services revenue of $21.8m –up 77% on 2019
EBITDA of $3.0m –up 80% on 2019
Business revitalised
Vibrant leadership and great customer relations
Business continues to grow
Marketing fruit from post harvest operations, retail and ripening imported fruit, and Kiwi Crush production
16
Financial performance -Retail services operations
NZD millions20202019Growth
Revenue21.8 12.3 77%
EBITDA3.0 1.7 80%
EBIT2.2 1.1 94%
Segment assets12.4 11.2 10%
EBITDA pre NZ IFRS 162.2 1.3 77%
Assets preNZ IFRS 168.0 7.3 9%
Australian operations
Revenue of $13.1m –up 13% on 2019
Hot, dry growing conditions impact yields
−Kiwifruit business remains profitable
−Improved returns from nashi and European pears
−Sold first crop of Ricó pears
$7.4m EBITDA
−$1.2m operational –up from $0.6m loss in 2019
−$6.2m from gain on sale and leaseback of 3 kiwifruit
orchards
Developing new orchards
−63 hectares of kiwifruit
−17 hectares of Ricó pears (6 hectares already producing)
−Trialling new nashi varieties
Growing, packing and retailing kiwifruit and other Australian produce on owned and leased orchards
17
Financial performance -Australia operations
NZD millions20202019Growth
Revenue
13.1 11.6 13%
EBITDA
7.4 (0.6)
EBIT
6.3 (2.1)
Segment assets47.2 52.2 ( 9%)
EBITDA pre NZ IFRS 1614.0 (0.7)
Assets pre NZ IFRS 1639.3 52.1 ( 25%)
Crop–grown, packed and sold
Kiwifruit (tonnes)
2,153 1,797 20%
Nashi (tonnes)
747 928 ( 20%)
Pears (tonnes)
1,340 1,358 ( 1%)
Other fruit (tonnes)
118 89 33%
Total tonnes grown, packed and sold
4,358 4,172 4%
Contact
Michael Franks
Chief executive
+64 21 356 516
18
For more information see www.seeka.co.nzor please call
Stuart McKinstry
Chief financial officer
+64 21 221 5583
Please note: These slides are section dividers only. Please use the blue graphic slides for the first and last slides of the presentation
Appendix
19
EBITDA
20
EBITDA before revaluations and impairments is considered by Seeka's Board
to be a key measure of performance and reflection of cash flow generation.
NZD ( $000s )20202019
Net profit before tax16,2789,863
Interest expense4,1634,930
Lease interest expense3,8772,764
EBIT24,31817,557
Impairment charges and revaluations
Loss on revaluation of land and buildings( 32)60
Impairment of property, plant and equipment30395
Impairment of intangible assets102-
Depreciation expense11,65310,870
Lease depreciation expense6,6715,372
Amortisation of intangible assets204265
EBITDA before impairments and revaluations42,94634,519
seeka.co.nz
---
Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)
Results for announcement to the market
Name of issuer Seeka Limited
Reporting Period 12 months to 31 December 2020
Previous Reporting Period 12 months to 31 December 2019
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$251,457 6.2%
Total Revenue $251,457 6.2%
Net profit/(loss) from
continuing operations
$15,151 120.1%
Total net profit/(loss) $15,151 120.1%
Interim/Final Dividend
Amount per Quoted Equity
Security
$ 0.12 cash dividend
Imputed amount per Quoted
Equity Security
$0.04666667
Record Date 5 March 2021
Dividend Payment Date 30 March 2021
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
$5.20 $4.55
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
Net tangible asset per share is calculated by dividing the
Group’s net assets less goodwill by the total shares on issue at
the end of the period.
Authority for this announcement
Name of person
authorised
to make this announcement
Stuart McKinstry
Contact person for this
announcement
Stuart McKinstry
Contact phone number +64 21 221 5583
Contact email address Stuart.Mckinsty@seeka.co.nz
Date of release through MAP
26/02/21
Audited financial statements accompany this announcement.
---
FULL YEAR RESULTS ANNOUNCEMENT FY20 | SEEKA LIMITED1
SEEKA FY20 FULL YEAR RESULT
Audited results for year ended 31 December 2020 (FY20)
Listed New Zealand produce handler Seeka Limited, with operations in New Zealand and Australia, has today reported its
audited results for the year ended 31 December 2020.
$15.2m net profit after tax - up 120% on 2019
$0.12 per share dividend payable 30 March 2021
"Seeka delivered excellent performance for growers, consumers and investors in 2020. The company generated higher
profit, lowered debt and maintained shareholder dividends. Our customers were delighted with the quality of our produce,"
says Seeka chief executive Michael Franks.
"Seeka completed all harvests in New Zealand and Australia; an outstanding achievement by our staff and contractors who
continued to provide an essential service as Covid-19 threatened their health and the welfare of their whānau. Our people
responded with commitment and innovation to deliver business continuity to our stakeholders and outstanding results to
our growers and shareholders. We strive to provide our growers with a service they can trust, and our customers with a
reliable supply of high-quality produce. Our team focussed on getting the job done.
"Revenues from our New Zealand retail service operations increased 77% and the business generated excellent returns for
our avocado and kiwiberry growers with Seeka managing the full value chain from orchard to market.
"Seeka is investing in new kiwifruit orchards in partnership with iwi and the Provincial Growth Fund, including a 40-hectare
Hayward orchard on the East Cape with PGF, and a 7-hectare SunGold orchard in the Bay of Plenty. And we continue to grow
our Australian business where we are developing new kiwifruit orchards, trialling new nashi varieties, and made our first
sales of Ricó pear with production set to ramp up in 2021.
"The company realised $9.0m of gains from the sale and leaseback of three Australian kiwifruit orchards and the sale of New
Zealand Northland orchards, and repaid $38.9m of debt, with net bank debt falling 33% in the year.
"Progress is being made on Seeka's sustainability programme as the company assessed the risk and opportunities of climate
change. Seeka is working to become a more sustainable business as we focus on delivering safe and healthy eating options
to global consumers."
Dividend announcement
A dividend of $0.12 per share has been declared by the Board. The dividend is fully imputed and will be paid 30 March 2021
to all shareholders on the register at 5pm on 5 March 2021. The dividend reinvestment plan will apply with a 2% discount
to the strike price. The total dividends distributed or declared in the 12 months to 31 December 2020 is $0.22 per share (12
months to 31 December 2019 - $0.24).
Outlook
"Seeka remains focussed on delivering its strategy to deliver incremental earnings and returns to both shareholders and
growers. Lifting the base business operating profits is one of our strategic platforms. While kiwifruit is Seeka’s foundation
crop, the company also has a growing fruit bowl including avocados, kiwiberry, nashi and European pears across New
Zealand and Australia. We are a growth company and we continue to focus on profitable growth," says Franks.
"Analysis of future crop volumes indicate that Seeka has sufficient post harvest capacity for the 2021 and 2022 seasons,
with additional capacity required for 2023. The company is evaluating options and is considering the development of a new
post harvest complex on the Pukenga Orchard in Young Road, Te Puke. The Board is expected to consider this investment
mid-year with any construction occurring in 2022."
26 February 2020
Company announcement
FULL YEAR RESULTS ANNOUNCEMENT FY20 | SEEKA LIMITED2
Operational performance
The following table outlines Seeka’s performance FY20.
New Zealand dollarsFY20FY19Change
Total revenue ($m)
$ 251.5 $ 236.9 6%
EBITDA
before impairments and revaluations ($m)
$ 42.9 $ 34.5 24%
EBIT ($m)
$ 24.3 $ 17.6 39%
NPAT ($m)
$ 15.2 $ 6.9 120%
Net bank debt ($m)
$ 77.9 $ 116.8 ( 33%)
Basic earnings per share
$ 0.52 $ 0.23 126%
Diluted earnings per share
$ 0.52 $ 0.23 126%
Net tangible assets per share
$ 5.20 $ 4.55 14%
This announcement should be read in conjunction with Seeka Limited's 2020 annual report (audited). A copy of the 2020
annual report can be found on Seeka's website www.seeka.co.nz/reports.
EBITDA
EBITDA before revaluations and impairments is considered by Seeka's Board to be a key measure of performance and
reflection of cash flow generation.
New Zealand dollars ($000s)FY20FY19
Net profit before tax
16,2789,863
Interest expense
4,1634,930
Lease interest expense
3,8772,764
EBIT
24,31817,557
Impairment charges and revaluations
Loss on revaluation of land and buildings
( 32)60
Impairment of property, plant and equipment
30395
Impairment of intangible assets
102 -
Depreciation expense
11,65310,870
Lease depreciation expense
6,6715,372
Amortisation of intangible assets
204265
EBITDA before impairments and revaluations
42,94634,519
ENDS
For more information, visit www.seeka.co.nz or please call:
Michael FranksStuart McKinstry
Chief executive
+ 64 21 356 516
Chief financial officer
+ 64 21 221 5583
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.