Strong Investment Performance Drives Earnings Growth
26 August 2022
The Directors of Allied Farmers Limited (“Allied Farmers” or “Allied Group”) (ALF:NZX) are pleased to report an audited net profit
before tax for the year to 30 June 2022 of $3.556 million (FY2021$2.481 million), with an audited net profit after tax attributable 0 June 2022 of $3.556 million (FY2021$2.481 million), with an audited net profit after tax attributable
to Allied Farmers’ shareholders of $2.876 million (FY2021 $2.021 million) which was a +42% increase from tto Allied Farmers’ shareholders of $2.876 million (FY2021 $2.021 million) which was a +42% increase from the previous year.
A segmental contribution comparison is provided below which reflects the contribution to Allied Farmers of our two principal
investments and our holding company operating and financing costs:
This year we generated growth in earnings per share (EPS) of +16%. Allied F of +16%. Allied Farmers Net Tangible Assets (NTA) per share based
on 67% direct ownership of NZ Farmers Livestock (NZFL), and 50% ownership of NZRLM equals $0.48 $0.48 per share (versus $0.38 $0.38
per share aper share as at 30 June 2021).
In a strategic shift Allied Farmers also decided to wind down Rural Funding SolutioNZ Limited (RFS) and enter into (via New
Zealand Farmers Livestock Finance Limited) a referral agreement with Heartland Bank. This provided increased scope to facilitate
livestock lending with the backing of a specialist and sophisticated lender in Heartland.
In September 2021, we repaid a $1 million bond eliminating all debt at the parent company level.
As RFS has largely wound down throughout the year and capital was released this was reinvested into New Zealand Rural Land
Company’s capital raisings.
Allied Farmers also implemented several initiatives throughout the year to reduce corporate costs, including a significantly smaller
Board, reduced IT spend, reduced professional services spend, disestablishment of the Allied Farmers’s CEO role, and lower
recurring consulting fees. The full benefit of these cost reductions will appear in FY 2023.
The Directors will update shareholders at the Annual Meeting in November as to whether a dividend (or other forms of capital
return) will be paid.
Segmental Contribution attributable to Segmental Contribution attributable to
Allied Farmers’ Shareholders ($ 000’s)Allied Farmers’ Shareholders ($ 000’s)
FY 2022FY 2021
New Zealand Rural Land Management (NZRLM)1, 6241,15 2
New Zealand Farmers Livestock + Finance (NZFL)1, 7221,370
Allied Farmers (Parent)(470)(501)
Allied Farmers NPAT2,8762,021
1
New Zealand Rural Land Management (NZRLM) - 50% owned:
NZRLM is the external manager of NZX listed New Zealand Rural Land Company (NZL). As at the date of this Annual Report
NZL has acquired approximately 11,710 hectares 11,710 hectares of rural land in the South Island.
The Allied Farmers’s result includes, for the first time, a full year contribution from NZRLM, delivering earnings of $1.624 miof $1.624 million
for the year ending 30 June 2022. The Board is pleased with NZRLM’s performance and return on investment, which was driven
by NZL’s further farm acquisitions partly funded by a successful capital raise during the year, and increased property revaluations
that underscore that NZL acquired its assets at very attractive prices.
Under the NZL Management Agreement, in addition to management and transaction fees that are paid in cash, NZL issues
shares to the owners of NZRLM, including Allied Farmers, as consideration for performance fees earned by NZRLM. In addition,
Allied Farmers has supported NZL’s capital raisings, not only because it considers this to be an attractive stand-alone rural sector
investment, but, as the 50% owner of NZRLM, NZRLM’s earnings grow as a result of the increase in NZL’s assets funded by these
capital raises. Allied Farmers currently owns 2,900,000 NZL shares (~2.6% of NZL shares on issue).
NZRLM Outlook:
NZL has scaled impressively since its listing on NZX on 21 December 2020 under the guidance of its Manager NZRLM. It is
reasonable to expect a period of consolidation for NZL after such rapid growth and accordingly we expect NZRLM may earn
lower transaction fees in the year ahead as the Manager focuses on Investor Relations and broadening the shareholder base
offshore with ~25% of NZL’s register still open to foreign investors who have traditionally had a strong appetite for high quality
rural land assets globally.
2
New Zealand Farmers Livestock Limited (NZFL) - 67% owned:
The NZFL result reflected a vastly improved contribution by its veal processing business, However, this improvement was partially
offset by a lower contribution from its livestock agency business reflecting reduced tallies related to periodic weather and market
conditions, Covid disruption, and several small yard share losses. Dairy herd sales were strongly improved on earlier years.
Finance activity continued a contribution consistent with earlier years, as this business transitioned to a referral-based model.
During the year NZFL subsidiary NZ Farmers Livestock Finance Limited (NZFLFL) entered into a referral agreement with Heartland
Bank, whereby NZFLFL earns commissions on livestock finance lending referred to Heartland. This arrangement is gradually
replacing the direct lending by NZFLFL that until late in the reporting period has been supported by an ANZ Bank facility. The
Heartland arrangement has had a pleasing start and continues to support and integrate well with the livestock agency business.
This has de-risked and strengthened NZFL’s balance sheet (as it runs-off its own loan book), provided a greater capacity for
clients to borrow, and enabled reliance on Heartland’s risk management and compliance processes. This change, along with
NZFL’s solid financial performance, enabled repayment of a range of mortgage and loan liabilities to materially improve balance
sheet resilience that saw NZFL end the year with no net debt.
NZFL Outlook:
NZFL plans to grow its national presence with agile digital innovation and deployment, focus on improving agent performance,
and cost management. Effort continues to grow veal tallies, though Covid impacts on processing capacity have temporarily
constrained this. Despite this, strong product prices should drive a solid FY23 result for the veal processing business. Finance is
forecast to see continued growth, with investment in additional resourcing, removal of earlier funding constraints, expected market
growth, and the excellent synergy with our wider business.
The Board wish to thank and acknowledge the hard work and initiative of our NZFL and NZRLM teams over the last year.
3
Mark Franklin - Chair
---
Annual Report
for the year ended 30 June 2022
www.alliedfarmers.co.nz
Listed on:
CONTENTS
1
5
6
3
4
SECTION
SECTION
SECTION
SECTION
SECTION
CHAIR
REPORT
CONSOLIDATED
FINANCIAL
STATEMENTS
DIRECTORSSTATUTORY
DISCLOSURES
04 Chair Report
18 Consolidated Financial Statements
07 Directors09 Statutory Disclosures
7
SECTION
This report is dated 26 August 2022 August 2022 and is signed on behalf of the Board of Allied Farmers Limited:
Mark Franklin - ChairMark Franklin - ChairChristopher Swasbrook - Director
8
SECTION
COMPANY
DIRECTORY
40 Company Directory36 Independent Auditor’s Report
INDEPENDENT
AUDITOR’S
REPORT
HISTORY
01 History
2
SECTION
BUSINESS
OVERVIEW
02 Business Overview
Allied Farmers Limited (ALF.NZX) is a NZX-listed investment company that has a legacy dating back
to 1889 with the formation of The Egmont Farmers’ Union Limited as a stock and station company.
This company was ultimately sold to Hawera based The Farmers’ Co-operative Organisation Society
of New Zealand Limited and 1914 is the recorded starting date of the company today. In 1997, the
company revised its Constitution and changed the name to comply with the new Companies Act to
Allied Farmers Limited. Allied Farmers listed on the NZX on 9 May 2002 (after having traded on
the NZX’s unlisted security facility since 1998) and throughout its history of providing services to the
agricultural sector has also operated as an agricultural investment company with strategic stakes in
livestock trading, meat, wool, lumber, finance and retail rural supplies.
Allied Farmers Limited today is an investment company focused on the agricultural sector with two
principal investments at present - a 67% shareholding in New Zealand Farmers Livestock (NZFL) and
a 50% shareholding in New Zealand Rural Land Management Partnership, the Manager of NZX-
listed company New Zealand Rural Land Company (NZL.NZX).
To learn more about Allied Farmers’ extensive history, please visit our website:
https://www.alliedfarmers.co.nz/timeline
1
SECTION
HISTORY
1
2
Businesses:
Allied Farmers is a NZX-listed investment company with two investments in the rural sector.
Asset Management:
Allied Farmers owns 50% of New Zealand Rural Land Management Limited Partnership (NZRLM).
NZRLM provides management, investment and administrative services to NZX listed New Zealand Rural Land Company Limited
(NZL) pursuant to a Management Agreement. NZL owns and lease rural land to farmers and food producers to provide
shareholders with a dividend yield and potential long-term capital growth.
The other owners of NZRLM are entities associated with the contracted management of NZRLM (Elevation Capital Management
Limited, Richard Milsom and Haydon Dillon), and NZL investors Clyde and Rena Holland who own ~8.5% of NZL.
Allied Farmers has a call option to acquire the 50% of NZRLM that it currently does not own, which is exercisable for 12 months
from 18 December 2022.
Livestock Services:
Allied Farmers owns 67% of national livestock agency business, NZ Farmers Livestock Limited (NZFL). A mix of NZ Farmers
Livestock agents and staff own the balance of NZFL.
Livestock agency is NZFL’s core business, generating commission revenue from the marketing, purchase and sale of livestock on
behalf of clients. These services are augmented by its processed veal export and livestock lending activities.
Strategy:
Allied Farmers is now one of the only NZX listed investment companies focused solely on the agricultural sector. The Allied
Farmers’ Board understands that, as an investment vehicle, its priority must be to deliver earnings per share growth for our
shareholders. We execute on this by providing strategic guidance and support to our investments to ensure that their business
strategies are designed to deliver sustainable earnings growth in line with Allied Farmers’s expectations.
2
SECTION
BUSINESS
OVERVIEW
Tax Losses:
Allied Farmers has a valuable asset in tax losses which were the result of legacy investments in the finance sector.
Allied Farmers’ tax losses total $3,688,403 as at 30 June 2as at 30 June 202022.2.
Allied Farmers’ Board is acutely aware of maintaining both business and shareholder continuity to preserve this valuable asset
for shareholders and any future transactions will be structured with this in mind.
FFivive Ye Year Earnings Summarear Earnings Summary:y:
Financial Year Ending 30 JuneFY 2022FY 2021FY 2020FY 2019FY 2018
Allied Farmers Net Profit After Tax (NPAT)
- attributable to Allied Farmers shareholders - $ 000’s
2,8762,0217671,2581,535
Allied Farmers Earnings Per Share – cents per share
9.988.574.307.589 . 51
Allied Farmers Dividend Per Share – cents per share
--1.22.02.0
Comprising
NZFL incl. Finance - earnings attributable to Allied
Farmers shareholders* - $ 000’s
1, 7221,3701,1751, 76 41,663
NZRLM - earnings attributable to Allied Farmers
shareholders - $ 000’s
1, 6241,15 2---
Asset Management (Legacy Finance Co’s) - $ 000’s
----449
Allied Farmers Holding Co (Parent)** - $ 000’s
(470)(501)(408)(506)(577)
Allied Farmers NPAT - attributable to Allied Farmers
shareholders - $ 000’s
2,8762,0217671,2581,535
3
SECTION 2. BUSINESS OVERVIEW
* Recognises Allied Farmers’ 67% NZFL ownership and 52% Redshaw Livestock ownership.
** In FY 2022 from Parent Operations costs of $699,000 (FY 2021: $812,000) disclosed in Note A1 of the Financial Statements, deferred tax benefits arising from tax losses
and refunds are deducted.
The Directors of Allied Farmers Limited (“Allied Farmers” or “Allied Group”) (ALF:NZX) are pleased to report an audited net profit
before tax for the year to 30 June 2022 of $3.556 million (FY2021$2.481 million), with an audited net profit after tax attributable 0 June 2022 of $3.556 million (FY2021$2.481 million), with an audited net profit after tax attributable
to Allied Farmers’ shareholders of $2.876 million (FY2021 $2.021 million) which was a +42% increase from tto Allied Farmers’ shareholders of $2.876 million (FY2021 $2.021 million) which was a +42% increase from the previous year.
A segmental contribution comparison is provided below which reflects the contribution to Allied Farmers of our two principal
investments and our holding company operating and financing costs:
This year we generated growth in earnings per share (EPS) of +16%. Allied F of +16%. Allied Farmers Net Tangible Assets (NTA) per share based
on 67% direct ownership of NZ Farmers Livestock (NZFL), and 50% ownership of NZRLM equals $0.48 $0.48 per share (versus $0.38 $0.38
per share aper share as at 30 June 2021).
In a strategic shift Allied Farmers also decided to wind down Rural Funding SolutioNZ Limited (RFS) and enter into (via New
Zealand Farmers Livestock Finance Limited) a referral agreement with Heartland Bank. This provided increased scope to facilitate
livestock lending with the backing of a specialist and sophisticated lender in Heartland.
In September 2021, we repaid a $1 million bond eliminating all debt at the parent company level.
As RFS has largely wound down throughout the year and capital was released this was reinvested into New Zealand Rural Land
Company’s capital raisings.
Allied Farmers also implemented several initiatives throughout the year to reduce corporate costs, including a significantly smaller
Board, reduced IT spend, reduced professional service spend, disestablishment of the Allied Farmers’s CEO role, and lower
recurring consulting fees. The full benefit of these cost reductions will appear in FY 2023.
The Directors will update shareholders at the Annual Meeting in November as to whether a dividend (or other forms of capital
return) will be paid.
Segmental Contribution attributable to Segmental Contribution attributable to
Allied Farmers’ Shareholders ($ 000’s)Allied Farmers’ Shareholders ($ 000’s)
FY 2022FY 2021
New Zealand Rural Land Management (NZRLM)1, 6241,15 2
New Zealand Farmers Livestock + Finance (NZFL)1, 7221,370
Allied Farmers (Parent)(470)(501)
Allied Farmers NPAT2,8762,021
4
3
SECTION
CHAIR
REPORT
New Zealand Rural Land Management (NZRLM) - 50% owned:
NZRLM is the external manager of NZX listed New Zealand Rural Land Company (NZL). As at the date of this Annual Report
NZL has acquired approximately 11,710 hectares 11,710 hectares of rural land in the South Island.
The Allied Farmers’s result includes, for the first time, a full year contribution from NZRLM, delivering earnings of $1.624 miof $1.624 million
for the year ending 30 June 2022. The Board is pleased with NZRLM’s performance and return on investment, which was driven
by NZL’s further farm acquisitions partly funded by a successful capital raise during the year, and increased property revaluations
that underscore that NZL acquired its assets at very attractive prices.
Under the NZL Management Agreement, in addition to management and transaction fees that are paid in cash, NZL issues
shares to the owners of NZRLM, including Allied Farmers, as consideration for performance fees earned by NZRLM. In addition,
Allied Farmers has supported NZL’s capital raisings, not only because it considers this to be an attractive stand-alone rural sector
investment, but, as the 50% owner of NZRLM, NZRLM’s earnings grow as a result of the increase in NZL’s assets funded by these
capital raises. Allied Farmers currently owns 2,900,000 NZL shares (~2.6% of NZL shares on issue).
NZRLM Outlook:
NZL has scaled impressively since its listing on NZX on 21 December 2020 under the guidance of its Manager NZRLM. It is
reasonable to expect a period of consolidation for NZL after such rapid growth and accordingly we expect NZRLM may earn
lower transaction fees in the year ahead as the Manager focuses on Investor Relations and broadening the shareholder base
offshore with ~25% of NZL’s register still open to foreign investors who have traditionally had a strong appetite for high quality
rural land assets globally.
5
SECTION 3. CHAIR REPORT
New Zealand Farmers Livestock Limited (NZFL) - 67% owned:
The NZFL result reflected a vastly improved contribution by its veal processing business, However, this improvement was partially
offset by a lower contribution from its livestock agency business reflecting reduced tallies related to periodic weather and market
conditions, Covid disruption, and several small yard share losses. Dairy herd sales were strongly improved on earlier years.
Finance activity continued a contribution consistent with earlier years, as this business transitioned to a referral-based model.
During the year NZFL subsidiary NZ Farmers Livestock Finance Limited (NZFLFL) entered into a referral agreement with Heartland
Bank, whereby NZFLFL earns commissions on livestock finance lending referred to Heartland. This arrangement is gradually
replacing the direct lending by NZFLFL that until late in the reporting period has been supported by an ANZ Bank facility. The
Heartland arrangement has had a pleasing start and continues to support and integrate well with the livestock agency business.
This has de-risked and strengthened NZFL’s balance sheet (as it runs-off its own loan book), provided a greater capacity for
clients to borrow, and enabled reliance on Heartland’s risk management and compliance processes. This change, along with
NZFL’s solid financial performance, enabled repayment of a range of mortgage and loan liabilities to materially improve balance
sheet resilience that saw NZFL end the year with no net debt.
NZFL Outlook:
NZFL plans to grow its national presence with agile digital innovation and deployment, focus on improving agent performance,
and cost management. Effort continues to grow veal tallies, though Covid impacts on processing capacity have temporarily
constrained this. Despite this, strong product prices should drive a solid FY23 result for the veal processing business. Finance is
forecast to see continued growth, with investment in additional resourcing, removal of earlier funding constraints, expected market
growth, and the excellent synergy with our wider business.
The Board wish to thank and acknowledge the hard work and initiative of our NZFL and NZRLM teams over the last year.
6
SECTION 3. CHAIR REPORT
Mark Franklin - Chair
Mark Franklin - Independent Chair
Mark was appointed a Director and Chair of Allied Farmers Limited in November 2021and also represent
Allied Farmers on the Board of NZ Rural Land Management GP and LP. Mark has extensive experience in the
infrastructure, energy, and technology sectors in New Zealand, Australia, US and Asia. His Chief Executive
roles span 30 years in the Utilities, IT and Telco sectors and have encompassed both start up and consolidation
activities. Mark’s current governance roles include: Chair of Auckland Unlimited; Member of the critical Auckland
Mayoral Housing Taskforce and the Deputy Mayor Industry Leaders Infrastructure Council; Advisory Board
Chair of Utilligent Global and PT Blink; Director of Auckland Chamber of Commerce; Independent Director
of Stevenson Group; and, Independent Director of SwimTastic Limited. His most recent roles were Managing
Director of Stevenson Group (which also included extensive rural operations), founding Chief Executive of TZ1,
the global carbon registry, and prior to this Chief Executive of Vector. Mr. Franklin is an independent director.
Mark is a Fellow of the Australian Institute of Engineers and has the following qualifications: BE (elec.) Sydney
University, Graduate Management Qualification, Australian Graduate School of Management.
Philip Luscombe - Independent Director
Philip was appointed a Director of Allied Farmers Limited in December 2005 and is Chair of New Zealand
Farmers Livestock Limited. As a former Agricultural Research Scientist, and with a broad farming background, he
has extensive experience in the agricultural sector. He is a shareholder and Chair of the Argyll Dairy Farm group
of farms in Otago, a partner in the family dairy farm in Taranaki, and has interests in farm forestry. He is a trustee
of The Massey-Lincoln and Agricultural Industry Trust, and is an Independent Director of dairy farming business,
Te Rua O Te Moko Limited. He is a former director of PKW Farms Ltd, Kiwi Cooperative Dairies Limited, Kiwi Milk
Products Limited, Dairy Insight, Dexcel, and NZAEL Limited. Mr Luscombe is an independent director. He has the
following qualifications: BAgSci(Hons).
Christopher Swasbrook - Non-Independent Director
Chris was appointed a Director of Allied Farmers Limited in December 2020. Chris is one of the founders and
directors of New Zealand Rural Land Management and NZX-listed New Zealand Rural Land Company. He is
also the founder and managing director of Elevation Capital Management Limited. He was previously a Partner of
Goldman Sachs JBWere Pty, co-head of institutional equities at Goldman Sachs JBWere (NZ) and a foundation
broker of the New Zealand Exchange (“NZX”). Before that he was an Individual Full Member of the NZ Stock
Exchange (“NZSE”). He has been a board member of the Financial Markets Authority since 2019, a member of
the NZX Listing Sub-Committee since 2008 and is an Advisory Board Member of the Auckland Art Gallery Toi
o Tamaki. He is also a director of Bethunes Investments Limited and SwimTastic Limited. Mr. Swasbrook is not
an independent director as he is an Associated Person of an Allied Farmers’s Substantial Product Holder. Chris
graduated from the University of Auckland with a BCom (Economics) in 1996, and has undertaken further study
at the University of Auckland, Columbia University (New York), New York University (NYU), London School of
Economics (LSE) and the Harvard Kennedy School in Boston, Massachusetts.
4
SECTION
DIRECTORS
7
Note: Former Director Ross Verry resigned from the Board with effect from 15 July 2021, former Director and
Chair Richard Perry resigned from the Board with effect from 1 October 2021, and former Director Marise James
resigned from the Board with effect from 24 November 2021.
SECTION 4. DIRECTORS
8
Director Independence:
As at 30 June 2022, Mark Franklin and Philip Luscombe are considered by the Board to be independent directors. Former
Directors Ross Verry and Marise James were also considered to be independent directors. They are/were considered to be
independent due to the following factors:
ohave been, within the last three years, a material supplier to the Company or have any
other material contractual relationship with the Company or another group member other
than as a director of the Company;
oreceive performance-based remuneration from, or participates in, an employee share
scheme of the Company; and
ocontrol, or is an executive or other representative of an entity which controls, 5% or more of
the Company’s voting securities.
Christopher Swasbrook is not considered to be independent because he is associated with a significant shareholder of the
Company (Elevation Capital Management Limited).
Former Director Richard Perry was not considered to be independent because, through a company he owns (Waimatai Group
Limited), he provided material advisory services to the Company.
•They are non-executive directors who are not substantial shareholders and who are free of any interest, business or
other relationship that would materially interfere with, or could reasonably be seen to materially interfere with, the
independent exercise of their judgement;
•They have not been employed or retained, within the last three years, to provide material professional services to the
Company;
•Within the last 12 months, they were not a partner, director, senior executive or material shareholder of a firm that
provided material professional services to the Company or any of its subsidiaries; and
•None of those directors:
Statutory Disclosures:
More information on Allied Farmers governance is set out in the Corporate Governance Report, a copy of which is available on
the Allied Farmers’ website, www.alliedfarmers.co.nz/investors.
Disclosure of Interest:
Pursuant to section 140 of the Companies Act 1993, the following changes in interests were disclosed during FY22 (excluding
directorships of wholly owned subsidiaries) in the Interests Register:
5
SECTION
STATUTORY
DISCLOSURES
NameEntityRelationship/Disclosure
Mark Franklin
Auckland Business Chamber
Auckland Unlimited and Regional Facilities
Auckland
Black Opal Ventures
PTBlink
Stevenson Group and subsidiaries
Swimtastic Limited
Director
Chair
Chair
Chair
Director
Director
Marise James
(resigned 24.11.21)
Midlands Mortgage TrustDirector
9
Directors’ Share Trading and Holdings:
Directors and former directors disclosed the following acquisitions and disposals of relevant interests in Allied Farmers Limited
shares during FY22 pursuant to section 148 of the Companies Act 1993: Nil.
As at 30 June 2022, directors, or entities related to them, held relevant interests (as defined in the Financial Markets Conduct Act
2013) in Allied Farmers Securities as follows:
DirectorNumber of shares and percentage of shares on issue
Christopher Swasbrook2,750,000 (9.55%)
Philip Luscombe15,557 (0.054%)
Directors’ Fees:
Director20222021
Philip Luscombe$50,833$45,000
Mark Benseman-$11,731
1
Marise James$23,676
2
$48,750
Richard Perry$15,000
3
$60,000
Ross Verry
$2,917
4
$35,000
Christopher Swasbrook
$46,667$18,846
Mark Franklin
$45,833
5
-
Total184,926$219,327
Directors Other Remuneration:
Director20222021
Marise James
6
$800$3,260
Richard Perry
7
$28,072$121,687
Total$28,872 $124,947
1 Resigned on 19 November 2020.
2 Resigned on 24 November 2021.
3 Resigned on 1 October 2021.
4 Resigned on 15 July 2021.
5 Appointed on 1 November 2021.
6 Baker Tilly Staples Rodway, a firm in which Marise James is a Partner provided HR and tax consulting services to the Allied Group.
7 Waimatai Group Limited, a company associated with Mr. Perry, provided services to the Allied Group.
SECTION 5. STATUTORY DISCLOSURES
10
Shareholders approved a cap on directors’ fees of $332,000 p.a. at the 2007 Annual Meeting. This cap includes all directors’
fees paid in relation to Group subsidiary companies as well as for the Parent. In addition to the above payments, Oliver
Carruthers, a director of NZ Farmers Livestock Limited received total remuneration and benefits from NZ Farmers Livestock Limited
of $210,093, and Simon Williams, a director of NZ Farmers Livestock Limited and NZ Farmers Livestock Finance Limited, received
total remuneration and benefits from NZ Farmers Livestock Limited of $112,330. In neither case did this remuneration and benefits
include any director’s fees.
Particular Disclosures:
Bonds:
Albany Braithwaite Holdings Limited, an Associated Person of former Director Mark Benseman, was the holder of 600,000 first
ranking bonds issued in a $1 million bond issue on 9 October 2014. The Bond was repaid on the maturity date of 30 September
2 0 21 .
NZ Rural Land Management:
On 18 December 2020, Elevation Capital Management, an Associated Person of Director Chris Swasbrook (but immediately
prior to Mr. Swasbrook being appointed a Director), sold a 27.5 percent interest in NZ Rural Land Management GP Limited and
NZ Rural Land Management Limited Partnership to Allied Farmers. The purchase price for this interest was satisfied by the issue of
2,750,000 ordinary shares in Allied Farmers to Elevation Capital Management Limited at an issue price of 50 cents per share.
General:
Except to the extent described above, no Director has entered into any transactions with the Company or its subsidiaries other
than in the normal course of business, on the Company’s normal terms of trade, and on an arms-length basis.
No Director issued a notice requesting to use Group information received in their capacity as a Director which would not otherwise
have been available to them.
During the year the Company paid premiums on contracts insuring directors and officers in respect of liability and costs permitted
to be insured against in accordance with Section 162 of the Companies Act 1993 and the Company’s constitution.
Further information on related party transactions is set out in E1 of the FY 2022 Financial Statements.
Subsidiary CEO Remuneration:
The review and approval of the CEO’s remuneration is the responsibility of the Subsidiary Board.
The CEO’s remuneration comprises a fixed base salary, fringe benefits and an at-risk short-term incentive payable annually. There
is no long-term incentive. At-risk incentives are paid against targets agreed with the CEO, and are based on financial measures
including earnings targets and progress against objectives related to the strategic plan and other personal objectives. The Board
assesses the CEO’s performance at the end of the financial year to determine the actual payment value of his short-term incentive.
SECTION 5. STATUTORY DISCLOSURES
11
For FY22 these targets and objectives were structured as follows.
Financial
Year
SalaryBenefits
Performance –
Short-term Incentive
Total
Remuneration
FY 2022$265,081$11,364
$40,200.00 being 67% of maximum
achievable from FY21
$316,645
FY 2021$255,487$11,458
$37,680.00 being 63% of maximum
achievable from FY20
$304,625
SECTION 5. STATUTORY DISCLOSURES
12
Steve Morrison’s total remuneration for FY22 was as follows:
CategoryWeightMeasure
Target $60,000
Financial Performance60%
• 50% paid if achieve 90% of NZFL Net Profit
Before Tax (NPBT) (after Redshaw minorities)
board approved budget.
• 100% paid if achieve 110% of NZFL NPBT
(after Redshaw minorities) Board approved
budget with a pro rata
allocation between the 90% and 110%
achievement levels.
Non-financial performance 40%
Health and safety and other non-financial growth
measures
Stretch $70,000
Financial Performance100%
• 50% paid if achieve 125% of NZFL NPBT (after
Redshaw minorities) Board
approved budget.
• 100% paid if achieve 150% of NZFL NPBT
(after Redshaw minorities) Board approved
budget with a pro rata
allocation between the 125% and 150%
achievement levels.
The NZL Board assessed Steve Morrison’s achievement against these FY22 performance targets at 100% of Target Financial
Performance, 47% of Target Non-financial Performance and 0% of Stretch Financial Performance.
No Employees other than Mr. Morrison have a Short-Term Incentive Plan, and no Employees have a Long-Term Incentive Plan.
Mr. Morrison does not have a severance package and is subject to a one month notice period under his Employment Agreement.
Subsidiary Employee Remuneration:
The number of employees whose remuneration and benefits were over $100,000 for FY22 is within the specified bands as
follows:
Remuneration Range20222021
100,000110,00034
110,001120,00034
120,001130,0002
130,001140,0002
140,001150,00012
150,001160,00021
160,001170,000
1
170,001180,000
180,001190,00011
190,001200,0003
200,001210,00011
210,001220,00023
220,001230,0001
230,001240,00021
240,001250,0001
250,001260,000
260,001270,000
270,001280,000
280,001290,000
290,001300,000
300,001310,0001
310,001320,0001
320,001330,000
Total2222
The remuneration figures shown in the above table include all monetary remuneration actually paid, plus the cost of all benefits
provided, during the year. The table does not include independent contractors.
SECTION 5. STATUTORY DISCLOSURES
13
Substantial Product Holders:
Notices given under the Financial Markets Conduct Act 2013 up to the date of this Annual Report:
HolderRelevant InterestDate of Notice
Elevation Capital Management Limited3,080,000 (10.692%) *14 October 2021
Subsidiary Companies:
Directors of subsidiary companies as at 30 June 2022 were as follows:
Subsidiaries of the ParentPrincipal ActivityDirectors
Allied Farmers Rural LimitedRural ServicesM Franklin, C. Swasbrook, P Luscombe
ALF Nominees Limited
Nominee companyC. Swasbrook
Allied Farmers (New Zealand) LimitedNon-tradingC. Swasbrook
Rural Funding SolutioNZ LimitedRural Financing C. Swasbrook, O Carruthers
Subsidiaries of Allied Farmers (New Zealand) Limited
Allied Farmers Property Holdings LimitedNon-trading
C. Swasbrook
QWF Holdings LimitedNon-tradingC. Swasbrook
Lifestyles of NZ Queenstown LimitedNon-tradingC. Swasbrook
LONZ 2008 LimitedNon-tradingC. Swasbrook
LONZ 2008 Holdings LimitedNon-tradingC. Swasbrook
Clearwater Hotel 2004 LimitedNon-tradingC. Swasbrook
Subsidiaries of Allied Farmers Property Holdings Limited
UFL Lakeview LimitedNon-tradingC. Swasbrook
5M No 2 LimitedNon-tradingC. Swasbrook
Subsidiaries of Allied Farmers Rural Limited
NZ Farmers Livestock Limited Livestock Trading
P Luscombe, C. Swasbrook,
S Williams, O Carruthers
Subsidiaries of NZ Farmers Livestock Limited
Farmers Meat Export Limited Meat Processing and S Morrison, W Sweeney, P Luscombe
NZ Farmers Livestock Finance LimitedRural FinanceC. Swasbrook, O Carruthers
Redshaw Livestock LimitedLivestock Trading
D Freeman, A Hiscox, M MacDonald,
W Sweeney
SECTION 5. STATUTORY DISCLOSURES
14
* Elevation Capital Management Limited held 2,750,000 shares directly and has a non-beneficial interest (from its clients) in
330,000 shares.
Shareholder Information:
The ordinary shares of Allied Farmers Limited are listed on the NZX. The NZX share code is ‘ALF’.
Twenty Largest Registered Shareholders:
The shareholder information in the following disclosures has been taken from the Company’s share register at 9 August 2022.
RankInvestor NameTotal Shares% Issued Capital
1Elevation Capital Management Limited 2,750,000 9.55
2Custodial Services Limited 1,528,504 5 . 31
3Forsyth Barr Custodians Limited 1,400,008 4.86
4Wairahi Investments Limited 1,258,000 4.37
5Rem Trustee Limited 1,000,000 3.47
6Hopeton Trustee Company Limited 1,000,000 3.47
7Donald Clifton Jacobs 831,050 2.88
8Elizabeth Beatty Benjamin & Michael Murray Benjamin 682,622 2.37
9FNZ Custodians Limited 590,449 2.05
10Dfs Investment Partners Llc 522,185 1 . 81
11Deborah Lee Seerup 500,001 1 . 74
12Geoffrey Richard Field Seerup 500,000 1 . 74
13New Zealand Central Securities Depository Limited 483,880 1.68
14New Zealand Depository Nominee 469,590 1.63
15Glenn Leslie Ballinger 458,667 1.59
16FNZ Custodians Limited 346,024 1.2
17Fortune Capital Group Limited 337,239 1 .17
18Garry Charles Bluett 313,000 1.09
19David Mitchell Odlin 306,119 1.06
20Raoul John Daroux 306,000 1.06
21Jade NZ Limited 300,000 1.04
SECTION 5. STATUTORY DISCLOSURES
15
Analysis of Shareholding:
Range
Holders Holders %
Issued Capital Issued Capital %
1-1,000 1,518 61.68 587,322 2.04
1,001-5,000 469 19.06 1,180,424 4 .1
5,001-10,000 18 5 7. 52 1,379,706 4.79
10,001-50,000 218 8.86 4,572,584 15 . 8 7
50,001-100,000 29 1 .18 2,130,869 7. 4
Greater than 100,000 42 1 . 71 18,955,529 65.8
Diversity and Gender:
In June 2020, Allied Farmers adopted a Diversity and Inclusion Policy. More information on the Policy is set out in the Corporate
Governance Report and a copy is available on the Allied Farmers’ website. The Board has evaluated Allied Farmers’s performance
against its Diversity Policy objectives to operate the business in a way that:
•does not tolerate discrimination of any kind;
•is objective, open-minded and free from discrimination;
•empowers management to cultivate a culture of inclusion in which the strengths of every individual are
recognised and valued;
•seeks to ensure that all staff receive equal and fair treatment under our policies and practices, so that success
is unhindered by individual differences;
•recognises and values individual diversity, different skills, ability and experiences; and,
•complies with the New Zealand Human Rights Act 1993, New Zealand Bill of Rights Act 1990, and all other
relevant Human Rights laws.
The Board considers that these objectives have been met.
As at 30 June 2022, females represented 0% (FY21: 20%) of Directors and 20% (FY21: 25%) of Officers of Allied Farmers. Officers
are defined as being the Chief Executive Officer and specific direct reports of the CEO having key functional responsibility.
Current YearPrevious Year
MaleFemaleMaleFemale
Number of Directors3041
Percentage of Directors100%0%80%20%
Number of Officers4141
Percentage of Officers80%20%80%20%
SECTION 5. STATUTORY DISCLOSURES
16
Shareholder Enquiries:
Shareholders should send changes of address, dividend queries, and instructions and shareholding information requests to Link
Market Services Limited, which acts as the Company’s share registrar.
Annual Meeting of Shareholders:
Allied Farmers Limited’s Annual Meeting of shareholders is typically held in late November each year. A Notice of Annual
Meeting and Proxy Form will be circulated to shareholders prior to the meeting.
Dividends Paid:
No dividend was paid to shareholders in FY22 (FY21: $0.012).
Donations:
The Allied Farmers Board has determined that it will not make political donations. No political donations were made during FY22.
SECTION 5. STATUTORY DISCLOSURES
17
6
SECTION
CONSOLIDATED
FINANCIAL STATEMENTS
18
Allied Farmers Group
Consolidated Profit and Loss Statement
For the Year ending 30 June 2022
Note20222021
$000
$000
Restated
Commission and fee income
A115,057
14,991
Sale of goods
A19,292
7,547
Interest income
A1630
630
Other Income
A1215
31
Equity Accounted Earnings NZRLM
A1
1,624
1,152
Total Income
26,818
24,351
Cost of goods sold
A1(7,271)
(6,823)
Personnel expenses
A1(10,146)
(9,583)
Depreciation and amortisation
A1(892)
(827)
Rental and operating leases
A1(3)
-
Operating expensesA1
(4,658)(4,248)
Total Expenses
(22,970)(21,481)
Finance CostsA1
(292)(389)
Profit before tax3,556
2,481
Income tax (expense) / benefit
A2(24)
95
Profit after tax 3,532
2,576
Total comprehensive income
3,532
2,576
Profit attributable to:
Shareholders of Allied Farmers Limited ('Allied')
2,876
2,021
Minority shareholders of NZ Farmers Livestock Limited ('NZFL')
656
555
Allied Earnings per share (cents) - Basic and Diluted
9.98
8.57
Weighted average number of shares - Basic and Diluted (000's)
28,807
23,578
Consolidated Statement of other Comprehensive Income
For the Year ending 30 June 2022
20222021
$000
$000
Profit after tax
3,532
2,576
C2(53)
(135)
Total comprehensive income
3,479
2,441
Change in value of investment in equity securities
Group
Group
1
9
Allied Farmers Group
Consolidated Statement of Cash Flows
For the Year ending 30 June 2022
Note
2022
2021
$000
$000
Cash flows from/(to) operating activities
Restated
Cash receipts from customers24,758 23,931
Interest received630 631
Distribution from NZRLM625 350
Cash paid to suppliers and employees(22,185) (20,235)
Interest paid(292) (389)
Income tax (paid)/received(97) 213
Net cash flow from operating activities3,439
4,501
Cash flows from/(to) investing activities
Decrease (Increase) in finance receivables NZ Farmers Livestock Finance Ltd/Rural Financial SolutioNZ Ltd
2,326
(1,559)
Acquisition of New Zealand Rural Land Company Limited shares
(1,484)
(1,130)
Purchase of shares in NZ Farmers Livestock Ltd
(12)
(28)
Net disposal/(acquisition) of intangibles, property, plant and equipment
124
(149)
Net cash flow from/(used in) investing activities954
(2,866)
Cash flows from/(to) financing activities
Repayment livestock trading borrowings
(1,115)
(448)
Repayment of finance receivables borrowings
(925)
(301)
Repayment of bond
(1,000)
-
Rights Issue of shares in Allied Farmers Limited
-
2,686
Dividends paid to Minority Shareholders in Subsidiaries
(535)
(418)
Lease principal repayments
(813)
(698)
Net cash flow used in financing activities(4,388)
821
Net movement in cash and cash equivalents
5
2,456
Opening cash and cash equivalents
4,542
2,086
Closing cash and cash equivalentsB44,547
4,542
Reconciliation of Profit to Cash Surplus from Operating Activities
Profit for the year
3,532
2,576
Adjustments for items not involving cash flows:
Impairment on receivables
41
41
(Profit)/loss on sale of assets
(31)
(17)
Depreciation
892
827
(Increase) Decrease in Deferred Tax
(40)
(163)
Movement in Investments
-
(667)
Other - including non cash items
(979)
14
(117)
35
Movement in trade and other receivables267
1,632
Movement in inventories
(23)245
Movement in trade, other payables and employee benefits
(188)
(200)
Movement in taxation (32)
213
Cash flow from operating Activities3,439
4,501
Acquisition of Property, Plant and Equipment includes Motor Vehicles purchased at the end of lease contracts.
Group
2
0
Allied Farmers Group
Consolidated Balance Sheet
As at 30 June 2022
Note20222021
$000
$000
Equity
Share capital
B2
158,204
158,204
Accumulated Losses
(143,743)
(146,566)
Equity attributable to owners of the Parent
14,462
11,638
Non-controlling interests
B32,042
1,933
Total equity16,504
13,571
Liabilities
Trade and other payables
B710,849
11,452
Employee benefits
1,515
1,100
Income tax payable
7
39
Finance receivables bank borrowings
B5-
300
Bank borrowings and bonds
B5-
1,447
Lease liabilities
B6761
599
Total current liabilities13,132
14,937
Bank borrowings and bonds
B5-
669
Finance receivables bank borrowings
B5-
625
Lease Liabilities
B61,377
1,534
Total non-current liabilities1,377
2,828
Total liabilities14,509
17,765
Total liabilities and equity31,012
31,336
Assets
Cash and cash equivalents
B44,547
4,542
Trade Receivables
C19,830
10,116
Inventories
74
51
Finance receivables
C12,830
5,142
Other receivables
292
246
Total current assets
17,573
20,097
Deferred tax assets
A2993
953
Goodwill
D2742
742
Intangible asset - computer software
115
271
Investment - New Zealand Rural Land Management GP
Limited
C23,665
3,302
Investment - New Zealand Rural Land Company
C23,103
990
Investments - Other
C22
5
Property - owned
C32,932
2,997
Property - right of use assets
C31,887
1,979
Total non-current assets13,440
11,239
Total assets31,012
31,336
0.480.38
Note: net tangible assets is calculated as equity attributable to Allied from which is deducted goodwill and intangible assets
Net Tangible Assets per Share - attributable to Allied ($ per share)
Group
2
1
Allied Farmers Group
Consolidated Statement of Changes in Equity
For the Year ending 30 June 2022
Group
Share
Capital
Accumulated
losses
Revaluation
Reserve
Allied
Shareholders
Interests
Minority
Shareholders
Interests
Total
$000$000$000$000$000$000
Balance at 1 July 2020
153,018 (148,210)- 4,808 1,582
6,390
Profit after tax for the year- 2,021 - 2,021 555
2,576
Revaluation of Equity Securities- - (135)(135)- (135)
Total comprehensive income for the period- 2,021 (135)1,886 555
2,441
Dividends paid- (214)- (214)(204)(418)
AFL Purchase Minority Shareholders Shares- (28)- (28)- (28)
AFL Shares issued in purchase of New Zealand Rural
Land Management Limited Partnership
2,500 - - 2,500 -
2,500
Pro rata renounceable rights issue2,686 - - 2,686 -
2,686
-
Total transactions with owners
5,186 (242)- 4,944 (204)
4,740
Balance at 30 June 2021158,204 (146,431)(135)11,638 1,933
13,571
Balance at 1 July 2021158,204 (146,431)(135)11,638 1,933
13,571
-
Profit after tax for the year
- 2,876
-
2,876 656
3,532
Revaluation of Equity Securities (refer Note C2)
- -
(53)
(53)- (53)
Total comprehensive income for the period- 2,876 (53)2,823 656
3,479
Dividends paid to Minority Interests
- -
-
- (535)(535)
AFL purchase Minority Shareholders Shares
- -
-
- (12)(12)
Total transactions with owners
- - - - (547)(547)
Balance at 30 June 2022
158,204 (143,555)(188)14,461 2,042
16,503
2
2
Allied Farmers Group
A Financial performance
In this section
-
-
A1
How we operate and generate returns for shareholders
Livestock services: An agency business facilitating livestock transactions and the procurement and export of veal.Financial services: Providing and referring livestock finance to farmer clients.Parent operations: The ultimate holding company for Allied Group's investments and governance activity for the Group.Segment information
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
$000
$000
$000
$000
$000
$000
$000
$000
$000
$000
Restated
Restated
Commission and fee income
15,057
14,991
-
-
-
-
-
-
15,057
14,991
Sale of goods
9,292
7,547
-
-
-
-
-
-
9,292
7,547
Interest income
216
187
414
443
-
-
-
-
630
630
Other Income *
158
31
15
-
-
-
42
-
215
31
Equity Accounted Earnings NZRLM
-
-
-
-
1,624
1,152
-
-
1,624
1,152
Total Income
24,723
22,756
429
443
1,624
1,152
42
-
26,818
24,351
Cost of goods sold
7,271
6,823
-
-
-
-
-
-
7,271
6,823
Personnel expenses
10,024
9,442
46
46
-
-
76
95
10,146
9,583
Depreciation and amortisation
892
827
-
-
-
-
-
-
892
827
Rental and operating leases
3
-
-
-
-
-
-
-
3
-
Operating expenses
3,934
3,518
77
86
-
-
647
644
4,658
4,248
Total Expenses
22,124
20,610
123
132
-
-
723
739
22,970
21,481
Finance Costs
(140)
(195)
(134)
(121)
-
-
(18)
(73)
(292)
(389)
Profit/(loss) before tax
2,459
1,951
172
190
1,624
1,152
(699)
(812)
3,556
2,481
Income tax (expense) / benefit
(24)
95
Profit/(loss) after tax
3,532
2,576
Current Assets
14,300
14,450
2,830
5,142
-
-
443
505
17,573
20,097
Investments in NZRLC
-
-
-
-
-
-
3,103
990
3,103
990
Investment in Associates and Joint Ventures
-
-
-
-
3,665
3,302
-
-
3,665
3,302
Other Non-Current Assets
6,571
6,847
100
100
-
-
-
-
6,671
6,947
Assets
20,871
21,297
2,930
5,242
3,665
3,302
3,546
1,495
31,012
31,335
Current Liabilities
13,029
13,345
-
351
-
-
103
1,241
13,132
14,937
Non-Current Liabilities
1,377
2,203
-
625
-
-
-
-
1,377
2,828
Liabilities
14,406
15,548
-
976
-
-
103
1,241
14,509
17,765
Additions of Property, Plant and Equipment, and Right of Use assets
771
1,607
-
-
-
-
-
-
771
1,607
Parent Operations
This section explains the financial performance of the Group providing additional information about individual items in the Profit and Loss Statement, including:
Rural Land Management: Investment in New Zealand Rural Land Management Limited Partnership the contracted asset manager of New Zealand Rural Land Company Limited.
Livestock Services
* Other Income includes Covid 19 Wage and Resurgence Subsidy payments $117,686
Total
Group
Financial Services
Rural Land Management
accounting policies, judgements and estimates that are relevant for understanding items recognised in the Profit and Loss Statement and Balance Sheet.the key operating segment information regularly reported to and reviewed by the Directors.
18
23
A2 Taxation
20222021
$000 $000
Income tax using the company's tax rate (28%)996 695
Expenditure not deductible for tax3 3
Other permanent differences202 -
Temporary differences57 18
Recognition of deferred tax asset(40) (163)
Use of Group tax losses(1,194) (648)
Income tax expense (benefit)24 (95)
Deferred Tax
Movement in temporary differences during the year
Opening
balance
Recognised in
income
Closing
Balance
$000$000$000
Property, plant and equipment-
- -
Financial receivable credit loss provision36 12
48
Employee benefits205 46
251
Tax loss carry forward712 (18)
694
953 40 993
Financial receivable credit loss provision20 16 36
Employee benefits204 1 205
Tax loss carry forward566 146 712
790 163 953
Measurement and Recognition
Commission income on facilitating a livestock sale agreement, grazing agreement or forward livestock sale agreement is recognised when the sale is agreed
by a vendor and purchaser. The Group is acting as an agent as it doesn't have inventory risk and isn't able to set a price.
The Group reassessed the reporting of revenue from its subsidiaries and joint operations during the year ended 30 June 2022. As a result the Group has
aligned the reporting of livestock related income across all businesses including joint operations to ensure consistent treatment. The effect of this has been
to increase commission and fee income by $2.2m (2021: $2.1m), personnel expenses by $1.6m (2021: $1.5m) and operating expenses by $0.5m (2021:
$0.5m) with no change to reported profit for both years. Consequently the comparative period Profit and Loss Statement and Statement of Cash Flows has
been both been restated to ensure consistency of reporting.
Forward delivery contracts in relation to herd sales on which commission income is earned contain an element of variable consideration due to the timeframe
between when the sale is agreed and its completion. At year end the variable consideration is taken account of in the revenue recognised.
Sale of goods (veal meat and skins) revenue is recognised once goods are delivered to the customer. The Group is deemed a principal, rather than an
agent, as it holds inventory risk.
Fee income relates to RFID scanning fees, yard fees charged at saleyards and valuation fees. The income is recognised when livestock are scanned, a sale
is agreed within the auction or when the livestock are weighed. The Group is acting as a principal as it is primarily responsible for the service rendered and is
able to set a price.
Finance receivables interest income is recognised using the effective interest method. The calculation of the effective interest rate includes all fees that are
integral to the effective interest rate. All fees except those charged to customer accounts in arrears are considered to be integral to the effective interest
rate. Fees charged to customer accounts in arrears are recognised as income at the time the fees are charged.
The shares in New Zealand Rural Land Company Limited are equity investments quoted in an active market which the Group has elected to designate as a
financial asset at fair value through Other Comprehensive Income. The fair value of these shares at 30 June 2022 is $3,103,000 (2021: $990,000). The
Company also owns a 50% interest in NZ Rural Land Management Partnership ('NZRLM'). NZRLM is the external manager of New Zealand Rural Land
Company Limited. The Group has determined that it has significant influence but not control over NZRLM. Accordingly, the Group applies the equity
method of accounting to its investment in NZRLM. Under the equity method the investment is initially recongnised at cost, and the carrying amount is
increased or decreased to recognise the investors share of the profit or loss of the investee after the date of acquisition.
Group unrecognised deferred tax assets comprise unused tax losses as at 30 June 2022 total $36,288,403 gross (2021: $40,568,976). The ability to utilise
tax losses, given the age of the losses, is dependent upon continuing to meet shareholder continuity requirements of prevailing income tax legislation.
As at balance date imputation credits available to the shareholders of only the Parent Company in subsequent periods totalled $89,248 (2021: $89,248).
Key Judgement:
A deferred tax asset is recognised to the extent it is probable that future taxable profits will be available to use the asset. This is reviewed at each balance
date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available in the future to utilise the asset. The level of losses
recognised reflects management's expectations of recurring levels of taxable profitabiity for approximately the next two years.
Measurement and Recognition:
Deferred tax is income tax that is expected to be payable or recoverable in the future as a result of the unwinding of temporary differences. These arise from
differences in the recognition of assets and liabilities for financial reporting and for the filing of income tax returns. Deferred tax is recognised on all temporary
differences, other than those arising from goodwill and the initial recognition of assets and liabilities in a transaction (other than in a business combination)
that affects neither the accounting nor taxable profit or loss.
Deferred tax is calculated at the tax rates that are expected to apply to the year when a liability is settled or an asset realised, based on tax rates and tax laws
that have been enacted or substantively enacted at balance date.
2021
2022
Group
Measurement & Recognition
Income tax expense is the income tax assessed on taxable profit for the year. Taxable profit differs from profit before tax reported in the statement of
comprehensive income as it excludes items of income and expense that are taxable or deductible in future years (i.e. deferred tax) and also excludes items
that will never be taxable or deductible.
2
4
Allied Farmers Group
B. Funding and Related Financial Risks
B1 Capital management
B2 Share Capital
20222021
Share capital ($000)
158,204 158,204
Number of shares issued and fully paid (000's)
Balance at beginning of period
28,807 17,855
Issue of ordinary shares
C2- 5,000
Pro rata renounceable rights issue- 5,952
Balance at end of year
28,807 28,807
B3Non-controlling interests
20222021
Summary financial results $000 $000
Revenue25,071 23,199
Profit and total comprehensive income2,549 2,141
Summarised balance sheet
Current assets16,894 19,592
Non-current assets6,631 6,947
Current liabilities(13,029)(13,696)
Non-current liabilities(1,377)(2,828)
Net assets9,119 10,015
B4
Cash and cash equivalents
20222021
$000 $000
Cash and cash equivalents
5,547 5,442
Finance Receivables overdraft facility offset per agreement(1,000)(900)
Net cash and cash equivalents4,547 4,542
Undrawn overdraft facilities
9,500 8,000
Cash is held at banks with a credit rating of A- or higher.
B5
Debt funding
Payable within 1
year
Payable after 1
year
Undrawn Interest rate
$000$000$000%
Finance receivables bank borrowings
- - - -
Bank borrowings
- - - -
Bonds
- - - -
Total debt funding
-
-
-
Finance receivables bank borrowings
300 625 - 4.35%
Bank borrowings
447 669 - 4.35%
Bonds
1,000 -
- 7.30%
Total debt funding
1,747
1,294 -
In this section
This section explains how the Allied Group manages its various funding sources including capital structure and debt. It also explains the financial risks that the Group faces
and how these risks are managed.
Group
The Allied Farmer Group's non controlling interests arise from minority interests held by other shareholders in NZ Farmers Livestock Limited and further non-
controlling interests held by shareholder other than NZ Farmers Livestock Limited in its controlled subsdiary, Redshaw Livestock Limited.
The following summary financial information of the NZFL Group is provided to assist in understanding the significance of external shareholders interests in the
group's reported position and performance. This information is presented before intercompany eliminations.
All ordinary shares rank equally as to voting, dividends and distribution of capital on liquidation.
The Allied Group's capital includes share capital, accumulated losses and non controlling interests.
The Board manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying
assets. In order to maintain or adjust the capital structure, the Group may issue new shares, sell assets, seek new debt funding, or adjust the amount of dividends
paid to shareholders.
Measurement and recognition
Borrowings are initially measured at fair value, net of transaction costs. They are subsequently measured at amortised cost (using the effective interest method).
Fees for establishing new borrowings are spread over the term of those borrowings.
Group
NZFL and Subsidiaries
2021
2022
Group
2
Allied Farmers Group
B6 Lease liabilities
Property Motor Vehicles
Plant &
EquipmentTotal
$000$000$000$000
Opening
456 1,677 -
2,133
Leases entered into during the period - 616 57
673
Interest expense29 117 -
146
Principal repayments(131)(681)- (812)
353 1,729 57
2,139
Current lease liabilities
94 655 13
761
Non-current lease liabilities
259 1,074 44
1,377
Property
Motor Vehicles
Plant &
EquipmentTotal
$000$000$000
$000
Opening540 785 -
1,325
Leases entered into during the period- 1,411 -
1,411
Interest expense11 124 -
135
Principal repayments(95)(603)- (698)
Remeasurements- (40)- (40)
456 1,677
-
2,133
Current lease liabilities
88 511 -
599
Non-current lease liabilities
368 1,166 -
1,534
B7
The borrowing facilities are secured, by way of a first ranking General Security Agreement and gross guarantee and indemnity, against the assets of NZ Farmers
Livestock Limited, NZ Farmers Livestock Finance Limited and Farmers Meat Export Limited. The financial covenants under these facilities have been fully complied
with during the year. All borrowings were repaid by 30 June 2022.
NZ Farmers Livestock Limited guarantees the bank overdraft of its subsidiary Redshaw Livestock up to $338,000 (FY21: $338,000), plus interest and costs.
Bonds of $1,000,000 were issued by Allied Farmers Rural Limited on 30 September 2014. The Bonds were secured by way of a first charge General Security
Agreement over all of the assets and undertakings of Allied Farmers Limited and subsidiaries excluding NZ Farmers Livestock Limited and subsidiaries and a
specific security over the shares held by Allied Farmers Rural Limited in NZ Farmers Livestock Limited plus a guarantee from Allied Farmers Limited and
subsidiaries. The Bonds were repaid on 30 September 2021.
Liquidity risk
Liquidity risk represents the Group’s ability to meet its contractual obligations as they fall due.
Liquidity risk is reviewed on an ongoing basis and managed to meet requirements. Cash flow forecasting is performed in the operating entities of the Group and
aggregated at Group level. The Group monitors rolling forecasts of the Group's liquidity requirements to ensure it has sufficient cash to meet operational needs while
maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Group does not breach borrowing limits or covenants (where
applicable) on any of its borrowing facilities.
The amounts disclosed in the tables below show the contractual undiscounted cash flows (including interest) due on financial liabilities, so will not always reconcile to
the amount disclosed on the statement of financial position. The amounts below also reflect the contractual repricing timing on financial liabilities, if applicable.
Measurement and recognition
The above lease liabilities are in relation to leases of regional offices and the leases of Motor Vehicles.
The increase in motor vehicle leases in the current period is due to the inclusion of the residual buy back value included in new lease arrangements which
management expects to exercise at the inception of the lease.
The Group recognises a lease liability at the lease commencement date. The lease liability is initially measured at the present value of the lease payments that are
not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, The Group’s incremental
borrowing rate. The Groups incremental borrowing rate ranges between 6.0% to 9.95% (2021 6.98%) as the discount rate, with adjustments for the type and term
of the lease.
The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have lease terms of 12 months or less and leases of low-
value assets. The Group recognises the lease payments associated with these leases within operating expenses on a straight-line basis over their lease terms.
2022
Group
Group
2021
2
Allied Farmers Group
Balance Sheet
Contractual
Cashflow
< 6 months 6 - 12 mths 1 - 5 yrs
$000$000$000$000$000
Trade and other payables10,849 10,849 10,849 -
-
Finance receivables bank borrowings- - - -
-
Bank borrowings- - - -
-
Bonds- - - -
-
Lease liabilities2,139 2,236 381 381
1,475
12,988 13,085
11,229 381
1,475
Trade and other payables11,452 11,452 11,452 -
-
Finance receivables borrowings925 984 173 169
642
Bank borrowings1,116 1,167 249 249
669
Bonds1,000 1,018 1,018 -
-
Lease liabilities2,133 1,707 340 316
1,051
16,626 16,328
13,232 734
2,362
Interest Rate Risk
20222021
$000 $000
Effect on net profit for the year / equity
+/-
- 10
B8
Net Interest income/(costs)
20222021
$000 $000
Interest received
630 630
Total interest income630 630
Interest paid on borrowings(128)(143)
Interest paid on bonds(18) (73)
Lease interest
(146)(173)
Total interest expenses(292)(389)
Net Interest income/(costs)338 241
Group
Group
The Group is exposed to interest rate risk on movements in floating interest rates on bank borrowings. Finance receivables have fixed interest rates and generally
a term of less than one year.
In managing interest rate risk, the group aims to reduce the impact of short-term fluctuations on the group’s earnings. Over the longer term, however, permanent
changes in interest rates will have an impact on profit.
If market interest rates for bank borrowings were to increase or decrease by at least +/-1% (2021: +/-0.5%), the effect on net profit after tax and equity for the year
as applied to year end balances would be as follows:
2021
2022
27
Allied Farmers Group
C. Our receivables, other assets and other payables
In this section
C1 Receivables
2022
2021
$000
$000
Receivables from livestock sales
9,830 10,116
Finance receivables
2,830 5,142
Total receivables12,660 15,257
Amounts are stated at carrying value, net of credit loss allowance
provisions
172
132
Receivables written off during the year32 30
The status of receivables at the reporting date is as follows:
Group receivables
Not yet due
1 - 30 days
overdue
31 - 60 days
overdue
61 - 90 days
overdue
Total
$000
$000 $000$000$000
Receivables from livestock sales
8,315 756 507 335
9,912
Credit loss allowance (livestock)
(24)(9)(3)(46)(82)
Finance receivables
2,920 - - -
2,920
Credit loss allowance (finance)
(91)- - - (91)
Net receivable
11,120 747 504 289
12,660
Receivables from livestock sales
7,709 2,282 86 94
10,171
Credit loss allowance (livestock)
(16)(6)(2)(31)(55)
Finance receivables
5,192 - - 27
5,219
Credit loss allowance (finance)
(68)- - (9)(77)
Net receivable
12,817 2,276 84 81
15,258
Security held for finance receivables
2022
2021
$000
$000
2,382
4,667
538
553
Total finance receivables2,920 5,219
Concentrations of counterparties
Movement in gross finance receivables balance
2022
2021
$000
$000
Opening balance
5,219
3,985
10,140
11,798
Principal repaid
(12,871)
(11,042)
432
478
Total finance receivables2,920 5,219
Group
On origination, the finance receivables will fund the entire value of secured livestock. No credit scores are assigned to borrowers for internal risk management
purposes.
Finance receivables are exclusively held with counterparties trading in the farming sector. However there are no individual counterparties that are considered
to be significant to the group.
Secured via PPSR
Not secured
All amounts not secured as at 30 June 2022 were subsequently secured.
Interest and fees accrued
This section explains:
- The assets the Group is due to receive from third parties and the credit risk associated with these assets.
- The property and motor vehicles the Group owns and has a right to use under lease arrangements.
- The obligations to third parties, other than banks and bond holders.
2021
2022
Key Judgement
The loss allowances for receivables are based on assumptions about risk of default and expected loss rates. The Group uses judgement in making these
assumptions and selecting the inputs to the impairment calculation, based on the Group's past history and existing market conditions, as well as forward-
looking estimates at the end of each reporting period.
It is expected that all trade receivables will be collected within 12 months of the balance date. All accounts past their due date have been subject to individual
assessment.
New loans issued
2
8
Allied Farmers Group
Credit Risk Management
C2 Investments Held by Group
2022
2021
$000
$000
3,103 990
3,665 3,302
2 5
Total Investments6,770 4,297
New Zealand Rural Land Company Limited
2022
2021
$000
$000
Carrying Value Brought Forward
990
-
Shares Issued / Rights Issue
1,484
1,125
Dividend Received as Shares
42
-
Shares Issued under NZRLM Performance Fee Arrangement
640
-
Change in Value Credited to Other Reserves
(53)
(135)
At 30 June 20223,103 990
New Zealand Rural Land Management Limited
New Zealand Rural Land Company Limited
The fair value of NZRLC shares held by Allied Farmers Limited as at 30 June 2022 is $3,103,000 (2021: 990,000).
New Zealand Rural Land Management Partnership
Other Investments
Credit risk is the risk that a counterparty to a transaction with the Group will fail to discharge its obligations and make payment, causing the Group to incur a
financial loss.
The Group manages its exposure using a credit policy that includes limits on exposures with significant counterparties that have been set and approved by the
Board and are monitored on a regular basis and does not have any significant concentration of risk with any single party. The Group considers an account to
be in default when a debtor fails to make a contractual payment in the absence of a written agreement to the contrary. This is when the account is past due by
more than 90 days. Livestock finance receivables are secured over the livestock concerned and in the majority of cases supported by personal covenants
from the borrower.
Receivables are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Group. The
Group categorises a loan or receivable for write-off when a debtor fails to make contractual payments more than 180 days past due. Where loans or
receivables have been written off, the company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are
made these are recognised in profit or loss.
Measurement and recognition
Receivables from livestock sales and Finance Receivables are measured on initial recognition at fair value, and are subsequently carried at amortised cost,
less provision for expected credit losses.
For Receivables from livestock sales, the provision for expected credit losses is based on the simplified approach, as permitted by NZ IFRS 9, and records the
loss allowances as lifetime expected credit losses from recognition. These are the expected credit losses that result from all possible default events over the
life of the financial instrument.
Finance Receivables are reviewed on an individual basis to determine whether any amounts are unrecoverable and an expected credit loss provision is
recorded. The expected credit losses are based on management's assessment of amounts considered uncollectible for specific customers based on age of
debt, history of payments, account activity, current and future economic factors and other relevant information. Debts known to be uncollectible are written-off
as bad debts to the profit and loss when identified.
In December 2020 Allied Farmers Limited acquired 900,000 shares at an issue price of $1.25 per share in New Zealand Rural Land Company Limited
('NZRLC'). In September 2021, Allied Farmers Limited acquired 600,000 shares at an issue price of $1.10 at a total cost of $660,000. In June 2022 Allied
Farmers Limited acquired a further 783,057 shares at an issue price of $1.05 per share in NZRLC. The total cost was $823,973. A further 35,362 shares were
issued under a dividend reinvestment plan. A further 581,581 shares were issued under the performance fee arrangement referred to below. This holding
represents a 2.56% ownership in NZRLC as at 30 June 2022 (2021: 1.49%). These shares are equity investments quoted in the active market which the
Group has elected to designate as a financial asset at fair value through other comprehensive income.
On 18 December 2020 Allied Farmers Limited purchased a 50 percent interest in NZ Rural Land Management Limited Partnership ('NZRLM'). NZRLM is the
external manager of NZ Rural Land Company Limited (NZRLC) which listed on the NZX on Monday 21 December 2020. The New Zealand Rural Land
Management Limited ('NZRLM') acquisition price paid was 5 million Allied Farmers shares at NZ$0.50 cents per share (cps) representing a total cost of
$2,500,000. The Group has determined that it has significant influence but not control over NZRLM. Accordingly, the Group applies the equity method of
accounting to its investment in NZRLM. Under the equity method the investment is initially recognised at cost, and the carrying amount is increased or
decreased to recognise Allied Farmers Limited share of the profit or loss of the investee after the date of acquisition. Allied Farmers has a call option to
acquire the 50% of NZRLM that it currently does not own, which is exercisable for 12 months from 18 December 2022.
Under the Management Agreement NZRLC is to pay NZRLM a performance fee which, subject to certain adjustments, is to be equal to 10% of the increase in
net asset value of NZRLC in each financial year. The performance fee payable by NZRLC to NZRLM for the year ended 30 June 2022 comprised 2,499,247
(2021: 1,163,162) shares in NZRLC. Fifty percent of these shares were then distributed by NZRLM to Allied Farmers Limited in proportion to Allied's
ownership of NZRLM. Half of the shares issued in each Financial Year to satisfy the performance fee are subject to escrow arrangements, under which the
Manager or any nominee agrees not to sell, transfer, assign or otherwise dispose of, or offer or agree to sell, transfer, assign or otherwise dispose of, its right
and title to, and beneficial interest in such shares for a five year period. 290,791 shares distributed to Allied Farmers Limited were subject to this arrangement
as at 30 June 2022.
2
Allied Farmers Group
Summarised Balance Sheet2022
2021
$000
$000
Current Assets
2,514
2,011
Current Liabilities
(190)
(407)
Net Assets2,324 1,604
Summarised Statement of Profit or Loss2022
2021
$000
$000
Income
4,147
3,081
Expenses
(898)
(777)
Profit3,249 2,304
Reconciliation of Summarised Financial Information2022
2021
$000
$000
Opening Balance 1,604
-
Profit For Period
3,249
2,304
Dividend
(2,529)
(700)
Closing Net Assets2,324 1,604
Increase in net assets360 802
Reconciliation of Interest in Associate 2022
2021
$000
$000
Opening Balance3,302 -
Cost of investment
-
2,500
Increase in Net Assets (50% of Profit for Period)
1,624
1,152
Less Dividend paid (50% of Dividend)
(1,261)
(350)
Carrying Value 30 June 20223,665 3,302
C3
Property, Plant & Equipment
Owned
Land
Buildings
Plant and
equipment
Motor Vehicles Total
$000 $000 $000 $000 $000
Cost at beginning of year
2,019 1,049 574 247
3,889
Additions
- - 70 30
100
Disposals
- - (7)(35)(42)
Cost at end of year
2,019 1,049 636 243
3,947
Accumulated depreciation at beginning of the year
- (484)(373)(35)(892)
Depreciation
- (62)(62)(4)(128)
Disposals
- - 6 -
6
Accumulated depreciation at end of year
- (546)(430)(38)(1,014)
Net value 2022
2,019 503 207 205
2,933
LandBuildings
Plant and
equipment
Motor VehiclesTotal
$000 $000 $000 $000 $000
Cost at beginning of year
2,019 1,038 550 172
3,779
Additions
- 11 32 153
196
Disposals
- - (8)(78)(86)
Cost at end of year
2,019 1,049 574 247
3,889
Accumulated depreciation at beginning of the year
- (423)(288)(30)(741)
Depreciation
- (61)(85)(4)(150)
Disposals
- - - (1)(1)
Accumulated depreciation at end of year
- (484)(373)(35)(892)
Net value 2021
2,019 565 201 212
2,997
2021
Group
The Directors obtained independent valuations for land and buildings dated December 2021 on a fair value basis. The valuation of these property assets
totalled $6.632 million, which significantly exceeds the historical costs of these assets reported above.
2022
3
0
Allied Farmers Group
Property leased (including Right of Use assets)
Property Motor Vehicles
Plant &
Equipment
Total
$000 $000 $000 $000
Opening
430 1,549 -
1,979
Additions
- 614 57
671
Less Disposals
- (196)- (196)
Less Amortisation
(92)(474)- (566)
Total Right of use Asset 338 1,493 57
1,887
Total Cost
620 2,343 57
3,019
Total Accumulated Depreciation
(282)(850)- (1,132)
Total Carrying Value
338 1,493 57
1,887
PropertyMotor Vehicles
Plant &
Equipment
Total
$000$000$000$000
Opening
525 624 -
1,149
Additions- 1,411 -
1,411
Less Disposals- (40)- (40)
Less Amortisation(95)(446)- (541)
Total Right of use Asset 430 1,549 -
1,979
Total Cost
620 1,925 -
2,545
Total Accumulated Depreciation
(190)(376)- (566)
Total Carrying Value
430 1,549 -
1,979
2022
2021
Measurement and recognition
Land is not depreciated. All other owned property, plant and equipment is depreciated on a straight line basis at rates over their estimated useful lives, as
follows:
- Buildings: 8 - 30 years.
- Plant and equipment: 1 - 30 years.
-
Motor Vehicles (owned): 1-3 years
- Motor Vehicles (leased): over their lease term
3
1
Allied Farmers Group
D. Group Structure
In this section
D1 Subsidiaries and Associates
2022
2021
Ownership
interest
Ownership
interest
Operating Subsidiaries of the Parent
Allied Farmers (New Zealand) Limited
Investment
100%100%
Allied Farmers Rural Limited
Investment
100%100%
Rural Funding SolutioNZ Limited
Finance
100%100%
Subsidiaries of Allied Farmers Rural Limited
NZ Farmers Livestock Limited
Livestock Agency and Finance67%
67%
Subsidiaries of NZ Farmers Livestock Limited
Farmers Meat Export Limited
Meat Processing and Trading100%
100%
NZ Farmers Livestock Finance Ltd
Livestock Finance100%
100%
Redshaw Livestock Limited
Livestock Agency52%
52%
Associates of the Parent
New Zealand Rural Land Management Partnership
Rural Property Management
50%50%
D2 Goodwill
2022
2021
Cash generating units:
$000
$000
Redshaw
642
642
NZFLFL
100
100
742
742
Impairment assessment
Redshaw CGU
2022
2021
Revenue growth rate
2.0%
2.0%
Long term growth rate
2.0%
2.0%
15.5%
12.6%
The Group financial statements include the financial statements of Allied Farmers Limited and the operating subsidiaries listed below.
Subsidiaries are entities controlled by the group. Control exists when the Group has the power to govern the financial and operating policies of the entity so
as to obtain benefit from its activities. The financial records of operating subsidiaries are included in the consolidated financial statements from the date on
which control commences until the date on which control ceases.
There are a number of subsidiaries within the Group that are non-trading and therefore have no financial records during the year or balances as at year-
end, they are not included within these consolidated financial statements.
This section provides information to help readers understand the Group structure and how it affects the financial position and performance of the Group.
All companies within the Group are incorporated in and have their principal place of business in New Zealand, and have a balance date of 30 June.
On an annual basis, the recoverable amount of Goodwill is determined based on value in use calculations specific to the Redshaw CGU. These
calculations use pre-tax cash flow projections based on financial budgets prepared by management covering a five year period. Cash flows beyond
the five year period are extrapolated by way of a terminal value calculation using the estimated growth rates stated below. The growth rates adopted
are consistent with internal forecasts and budgets. The discount rate reflects the specific risks relating to the cash flow being discounted.
Below is a sensitivity analysis showing the impact on value of changes to the key variables:
The estimated recoverable amount of the Redshaw CGU is estimated to have exceeded the carrying amount of the CGU at 30 June 2022 by
approximately $151,000 (2021: $133,000).
Goodwill in Redshaw arose on the acquisition of a controlling interest in Redshaw Livestock Limited and the NZFLFL goodwill arose from the
acquisition of a finance book from Stock Plan Limited previously supplying finance to a number of NZ Farmers Livestock Limited customers.
Key Judgement
The assessment that there was no impairment of the goodwill in the Redshaw CGU ('cash generating unit') at 30 June 2022. The valuation of the
CGU is based on a discounted cashflow of management forecasts of future financial performance and therefore there is an inherent estimation
uncertainty.
Group
Post tax discount rate (leading to a pre-tax equivalent rate of 21.5%)
3
2
Allied Farmers Group
2022
2021
Revenue growth rate - reduced by
2.0%
2.0%
Pre tax discount rate - increased by
2.0%
0.9%
NZ Farmers Livestock Finance CGU
D3 Associated Auctioneers
Group's Share
of Profit
Group's Share
of Assets
Group's Share
of Liabilities
Group's Share
of Revenues
Group's Share
of Expenses
$000$000$000$000$000
2022
(45)272 (37)571 (616)
Restated Restated
Restated
2021
56 386 (39)616 (560)
Measurement & Recognition
The Group's subsidiary NZ Farmers Livestock Limited owns a proportion (25-50%) of various sale yard tangible assets and has joint arrangements in
relation to the operation of these sale yards (referred to as 'Associated Auctioneers'). The Group has assessed the nature of its investment in Associated
Auctioneers as joint operations. As joint operations, the Group accounts for its share of the revenue, expenses, assets and liabilities.
These joint operations are in five different locations. These joint operations are charged with the operating activities of the sale yards including conducting
sales of livestock via the auction process, maintaining the sale yards, collecting levies on livestock sales and meeting operating costs of the yards. If there
is a shortfall in the income to meet the operating costs in any one year then the joint operation's parties are required to contribute to the shortfall in the
proportion of their ownership of the sale yards.
The joint operation of the sale yards is strategically vital to the interests of NZ Farmers Livestock Limited as the sale yards activity provide significant
income to NZ Farmers Livestock Limited via commission on the sale of livestock handled through the sale yards.
Management has identified that a reasonably possible change in key assumption could cause the carrying amount to exceed the recoverable
amount. The following table shows the amount by which these two assumptions would need to change individually for the estimated recoverable
amount to be equal to the carrying amount.
On an annual basis the recoverable amount of this goodwill is tested by undertaking an assessment of its value in use.
No impairment charge was required to be recognised in the financial statements. There are no foreseeable changes in assumptions which could
result in a material impairment.
3
Allied Farmers Group
E. Other
In this section
E1 Related parties
Key management personnel ('KMP') compensation
20222021
$000 $000
Short term employee benefits
528
523
Directors fees
185
219
Transactions with related parties
20222021
$000 $000
Livestock sales
390
368
Livestock purchases
347
447
Commission revenue
12
22
Dividends received as minority shareholders of NZFL
435
119
20222021
$000 $000
Amount receivable from KMP
56
5
Amount payable to KMP
27
70
Bonds on issue - (holder Mark Benseman retired as a Director on
19 November 2020)-
600
No debts with key management personnel were written off during the year (2021: nil)
Consulting fees paid to entities associated with directors on an arms length basis total $28,871 (2021: $135,684)
20222021
E2 Auditors’ remuneration
$000 $000
Audit fees - KPMG (2021 auditors)
33
180
Fees for other services - KPMG
44
25
Audit fees - RSM Hayes Audit (2022 auditors)
100
-
Fees for other services RSM Hayes Audit
-
-
Direct expenses associated with the audit
8
14
Total
185 219
Transactions with related parties, including directors, are made on terms equivalent to those that prevail in arm's length transactions.
This section includes information required to comply with financial reporting standards that is not covered in other sections.
Allied Farmers Limited during the year advanced funds to its subsidiary NZ Farmers Livestock Limited on commercial terms set at arms length, these
funds being on call and interest bearing at a rate comparable to the bank facilities. As at 30 June 2022 the total of these funds lent to NZ Farmers
Livestock Limited was nil (2021: $550,000).
Consulting fees together with a share of distributions (due to its 16.5% shareholding) were paid by NZ Rural Land Management Partnership to Elevation
Capital Management Limited, a company associated with Mr Christopher Swasbrook who is a director of Allied Farmers Limited. During the year, these
totalled $565,072 (2021: $179,843). These were on commercial terms in accordance with a contract for service.
Group
Group
Group
Other services provided by KPMG included Taxation services relating to return preparation and advice on shareholder continuity.
Identity of related parties
The Group has a related party relationship with each of its subsidiary companies, an associated entity and joint operation outlined in Section D.
Group
Related parties include key management personnel, their related parties, or directors/minority shareholders of NZFL.
.
3
4
Allied Farmers Group
About this report
Statement of compliance and basis of preparation
The financial statements have been prepared:
-
-
-
presented on the basis of historical cost; and
-
The fair value of Financial Assets and liabilities approximates their carrying value.
-Note A1
-Note A2
-Note D2
Goodwill impairment assessment
Deferred tax asset recognition
In preparing the Group financial statements, all material intragroup transactions, balances, income and expenses have been eliminated. Subsidiaries are
consolidated on the date on which control is obtained to the date on which control is lost.
Critical Judgements and Estimates
The preparation of financial statements requires management to exercise its judgement in applying Allied's accounting policies. Estimates and judgements
are reviewed by management on an on-going basis, with revisions recognised in the period in which the estimate is revised and in any future periods
affected. Areas of estimate or judgement that have most significant impact on the amounts recognised in the financial statements are:
Revenue recognition
Allied Farmers Limited is a for-profit entity domiciled in New Zealand and registered under the Companies Act 1993. The company is an FMC Entity in terms
of the Financial Markets Conduct Act 2013 and prepares its financial statements in accordance with that Act, the Financial Reporting Act 2013, and NZX
Main Board Listing Rules.
The consolidated financial statements are for Allied Farmers Limited and its subsidiaries (together referred to as "Allied") and Allied's interests in associates
as at end for the year ended 30 June 2022.
in New Zealand dollars, with all values rounded to the nearest thousand dollars unless otherwise stated.
on the basis of going concern. The directors, having considered projected future performance and the availability of financing, consider the going
concern basis to be appropriate;
These Consolidated Financial Statements ("Financial Statements") have been approved for issue by the Board of Directors on 26 August 2022.
in accordance with Generally Accepted Accounting Practice (GAAP) in New Zealand and comply with International Financial Reporting Standards
(IFRS) and the New Zealand equivalents to IFRS (NZ IFRS) and other applicable financial reporting standards, as appropriate for a Tier 1 for-profit
entity;
3
5
7
SECTION
INDEPENDENT
AUDITOR’S REPORT
36
Independent Auditor’s Report
To the shareholders of
Allied Farmers Limited
Opinion
We have audited the consolidated financial statements of Allied Farmers Limited and its subsidiaries (the
group), which comprise:
-the consolidated balance sheet as at 30 June 2022;
-the consolidated profit and loss statement for the year then ended;
-the consolidated statement of other comprehensive income for the year then ended;
-the consolidated statement of changes in equity for the year then ended;
-the consolidated statement of cash flows for the year then ended; and
-the notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements on pages 19 to 35 present fairly, in all
material respects, the financial position of the group as at 30 June 2022, and of its financial performance and its
cash flows for the year then ended in accordance with New Zealand equivalents to International Financial
Reporting Standards and International Financial Reporting Standards.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)).
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of
the consolidated financial statements section of our report.
We 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) issued by
the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for
Accountants’ International Code of Ethics for Professional Accountants (including International Independence
Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Other than in our capacity as auditor we have no relationship with, or interests in, Allied Farmers Limited or any
of its subsidiaries.
Key audit matter
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial statements for the current period. We identify one key audit matter as detailed on the next page,
which was addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on this matter.
3
7
Revenue recognition
Why we considered this to be a key audit matter
The group’s revenue arises from a variety of revenue
streams (as detailed in Note A1) which include
livestock (livestock agency services and veal
processing), and livestock financial services. The
group’s share of results from equity accounted
investments (as detailed in Note C2) also include
revenues from rural land management services.
With livestock agency services the underlying
transactional flows exceed the reported levels of
revenue, given the adopted treatment to recognise
this revenue on a commission (i.e. agency) basis.
The results also include the group’s share of the
results of the equity accounted investment in New
Zealand Rural Land Management Partnership
(NZRLM). A significant portion of the revenue
earned by NZRLM is a performance fee, based on
the growth of New Zealand Rural Land Company
Limited’s audited net assets over the year to 30 June
2022.
Because of the complexity of the accounting
requirements and variety of revenue
types across the group we considered this to be a
key audit matter.
Our approach
Our procedures in relation to revenue recognition
included:
▪Reviewing a sample of contracts to ensure that
the group’s policy for the point of recognition is
in compliance with the requirements of NZ
IFRS 15 Revenue from contracts with
customers;
▪Understanding the processes and evaluating
the related controls implemented by the group
over revenue recognition;
▪Testing the operating effectiveness of controls
related to the recording of revenue from
livestock agency and veal processing revenue;
and
▪Performing tests of detail on a sample of
revenue transactions throughout the period
and in particular around year end to ensure
that these have been appropriately recognised,
as appropriate for that revenue stream.
We also evaluated the policies for revenue
recognition adopted by the group’s joint operations
(associated auctioneers) and equity accounted
investment (NZRLM), including testing of the
recognition of revenue within these components.
Specifically, we evaluated whether the performance
fee estimated by NZRLM (and equity accounted
within the Allied Farmers group results) was
consistent with the actual performance fee that
NZRLM was entitled to at year end, based on the
audited financial position of New Zealand Rural
Land Company Limited.
We also evaluated the accounting polices applied
and considered disclosures relating to revenue
recognition, and the presentation of revenue in
current and prior period, as outlined in Note A1.
Other matter
The financial statements of the group for the year ended 30 June 2021 were audited by another auditor who
expressed an unmodified opinion on 30 August 2021.
3
8
Other information
The directors are responsible for the other information included in the annual report. The other information
provided is contained on pages 1 to 18 (but does not include the consolidated financial statements and our
auditor’s report thereon), which we obtained prior to the date of this auditor’s report. 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 identified above 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 group, for the preparation and fair presentation of the
consolidated financial statements in accordance with New Zealand equivalents to International Financial
Reporting Standards and International Financial Reporting Standards, and for such internal control as the
directors determine is necessary to enable the preparation of consolidated financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible, on behalf of the group, for
assessing the group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the directors either intend to liquidate the group
or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (NZ) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements. A further description of the auditor’s responsibilities for the audit of the
consolidated financial statements is located at the XRB’s website at: https://www.xrb.govt.nz/assurance-
standards/auditors-responsibilities/audit-report-1
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
Allied Farmers Limited and it’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 Jason Stinchcombe.
RSM Hayes Audit 26 August 2022
Auckland
Mark Franklin BE (elec.)
Apartment 320
Precinct Apartments
6 Lorne Street
Auckland 1010
Christopher Swasbrook BCom
1 Warrington Road
Remuera
Auckland 1050
Philip C Luscombe BAgSci (Hons)
8 Ronald Street
Strandon
New Plymouth, 4312
Registered Office of the Company:
201 Broadway
Stratford 4332
Postal Address of the Company:
P.O. Box 304
Stratford 4352
Ph: 06 765 6199
Auditors:
RSM Hayes Audit
1Broadway
Newmarket
Auckland 1023
Share Registrar:
Link Market Services Limited
PO Box 91976
Auckland 1142
Shareholder Enquiries:
Link Market Services Limited
Ph: 09 375 5998
Fax: 09 375 5990
Email: lmsenquiries@linkmarketservices.com
PO Box 91976
Auckland 1142
Directors:
8
SECTION
COMPANY
DIRECTORY
40
---
Template
Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)
Updated as at 17 October 2019
Results for announcement to the market
Name of issuer Allied Farmers Limited
Reporting Period 12 months to 30 June 2022
Previous Reporting Period 12 months to 30 June 2021
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$26,818 10.13%
Total Revenue $26,818 12.32%
Net profit/(loss) from
continuing operations
$3,556 43.32%
Total net profit/(loss) $3,532 37.11%
Interim/Final Dividend
Amount per Quoted Equity
Security
No dividends proposed
Imputed amount per Quoted
Equity Security
N/A
Record Date N/A
Dividend Payment Date N/A
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
$0.48 $0.38
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
Refer to results release and financial statements.
Authority for this announcement
Name of person
authorised
to make this announcement
Brian Lee
Contact person for this
announcement
Brian Lee
Contact phone number 027 201 3040
Contact email address brian.lee@alliedfarmers.co.nz
Date of release through MAP
26/08/2022
Audited financial statements accompany this announcement.
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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