Seeka announces its 31 December 2022 result
1SEEKA LIMITED | ANNUAL REPORT 2021
2022
ANNUAL REPORT
Select excellence
from orchard to market
1SEEKA LIMITED | ANNUAL REPORT 2022
Contents
Welcome to our FY22 Annual Report where we detail how Seeka organises its business
to supply the world with safe, high-quality, New Zealand and Australian fruit.
We report on our financial and operational performance as we work with our
communities to deliver services in a very challenging season. We also update you on
Seeka's environmental, social and corporate governance initiatives as we decarbonise
our business and strive towards our goal to be net zero carbon by 2050.
2 Our produce business
5 Chair and Chief Executive's report
6 Review of operations
7 Group financial performance
8 Orcharding
9 Post harvest
10 SeekaFresh retail services
11 Australia
12 Automation, technology and capacity
13 Sustainability
13 Health and safety
13 Strategy
14 Summary
15 ESG report 2022
27 Financial report
28 Statement of profit or loss
29 Statement of comprehensive income
30 Statement of financial position
31 Statement of changes in equity
32 Statement of cash flows
33 Notes to the financial statements
74 Independent auditor's report
81 Governance
102 Directory
Main contents
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Importing
tropical fruit
from Ecuador
Exporting
Australian kiwifruit
to Asia and Europe
ANNUAL REPORT 2022 | SEEKA LIMITED2
Our produce business
Select excellence from orchard to market
Seeka grows, processes and supplies premium, healthy fruit to domestic and international consumers. We are
founded on kiwifruit and have expanded to be New Zealand and Australia’s largest kiwifruit grower. We also
grow and supply New Zealand kiwiberry, avocados and citrus and Australian nashi, pears and other fruits.
We supply Zespri with premium New Zealand kiwifruit, while also servicing key retail customers in New Zealand, Australia and other
international markets. We also sell fresh produce from our Auckland wholesale market.
We are a large regional employer, operating packing and coolstore facilities in all major kiwifruit and avocado growing regions in New
Zealand’s North Island. Seeka also operates orchard and post harvest facilities in Victoria Australia, with Australians buying Seeka-
supplied fruit all year round.
We focus on supply chain management, and have extended our services to import and condition tropical fruits for New Zealand
retailers, plus we produce and sell avocado oil and the digestive aid Kiwi Crush.
At Seeka, we strive to deliver excellence from orchard to market.
AsiaNew Zealand
Australia
Marketing Seeka avocado
Collaborative marketing
of NZ kiwifruit
Importing tropical fruit
Orcharding
Maturity testing
Post harvest
Export and
domestic
marketing
Ripening and retail
services
Wholesale market
Marketing Seeka NZ
kiwifruit, avocado and
kiwiberry
Growing, and selling
Australian kiwifruit,
nashi, pears and plums
Exporting Australian
kiwifruit to Asia and
Europe
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3SEEKA LIMITED | ANNUAL REPORT 2022
JANFEBMARAPRM AYJUNJULAUGSEPOCTNOVDEC
KIWIFRUIT PICKING AND PACKING
KIWIBERRY HARVEST AND SALES
AVOCADO HARVEST AND SALESAVOCADO
KIWIFRUIT COOLSTORAGE AND LOADOUT
AUSTRALIAN NASHI AND PEAR HARVEST AND SALES
AUSTRALIAN KIWIFRUIT HARVEST AND SALES
AUSTRALIAN PLUM HARVEST AND SALESPLUM
Our year at a glance
$
348m
Revenue
Up 13
%
on FY21 $310m
$
46.1m
EBITDA
Down 19
%
on FY21 $56.8m
$
548m
Assets
Up 14
%
on FY21 $482m
13cents
Dividends paid FY22
$
6.5m
Net profit after tax
Down 56
%
on FY21 $14.9m
$
19.1m
EBIT
Down 41
%
on FY21 $32.2m
$
147m
Net bank debt
Up
$
46m on FY21 $101m
$
18m
Acquisition of NZ Fruits
42m
Trays of NZ class 1 kiwifruit
packed at Seeka facilities
1600
Hectares of NZ kiwifruit grown
by the Seeka team
3years
of carbon footprint data
published in Seeka's first full
Sustainability Report
6500
People employed in NZ and
Australia to pick, pack and supply
premium Australasian fruit
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ANNUAL REPORT 2022 | SEEKA LIMITED4
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5SEEKA LIMITED | ANNUAL REPORT 2022
Dividend distributions were paused while Seeka assessed its
financial position and focussed on prudent financial ratios.
New Zealand national kiwifruit volumes were well down on
expectation from seasonal fluctuations and storm damage
in the Ōpōtiki region. The New Zealand kiwifruit harvest
was then impacted by unusual maturity and poor weather,
especially around the Gisborne catchment, and despite
operating a full harvest season at OPAC, along with the newly
acquired Orangewood and Seeka Gisborne sites, Seeka only
packed 42.0 million class 1 trays of New Zealand kiwifruit in
2022, just 7% more than the 39.2m trays packed in 2021.
Labour availability was very tight and impacted by the surge
in Omicron-related absences. The Group innovated by
redeploying people and using contractors where available.
Loyal personnel worked hard to ensure continuity of
operations.
At one point Seeka was 1,100 people short from having a
full New Zealand seasonal workforce with the shortages
unevenly dispersed across regions and sites. The harvest
was completed with an influx of RSE workers from the
Pacific which added new challenges to accommodate them
and formalise their employment documentation. The cost
of labour also rose significantly as Seeka competed to fully
resource operations. Additional allowances were paid to
seasonal workers in response to the labour shortage.
The new, highly-automated MAF Roda kiwifruit packing
machine commissioned at KKP packhouse was late due to
Covid-19 shipping disruptions. This forced the redirection of
kiwifruit to other packing sites.
Shipping delays disrupted the supply chain to market.
Fruit quality in 2022 was poor, creating pressure on quality
checking as Seeka and the industry strove to deliver excellent
fruit to the market. Kiwifruit is a premium product requiring
careful and deliberate handling through the supply chain.
Early-season industry supply was out of specification
reflecting intense harvest pressures. Lower fruit quality
impacted market returns, which was exacerbated when
Zespri experienced high off-shore fruit loss.
Seeka’s fruit loss at the Ōpōtiki site was significantly higher
than the industry. The company, on behalf of growers,
has lodged an insurance claim for the associated losses in
kiwifruit orchard returns. Acceptance of this claim by the
underwriters is under review.
Seeka Australia managed severe labour shortages and
market disruptions which impacted volumes and returns.
Labour supply has improved, and the business is looking to
lift earnings as Australian orcharding investments mature and
production increases.
Seeka is focussed on the immediate job of optimising its
operations, fully integrating recent acquisitions and improving
financial results in a volatile business environment. This
includes investing in packing automation and additional
coolstorage ahead of the increase in crop volumes, with
automation upgrades completed at Oakside packline 3 and at
Gisborne, and new coolstores built at Transcool.
In June 2022 the Group published its first Sustainability
Report, which alongside the publication of three years of
independently-verified emission measurements, set Seeka’s
target to achieve net zero emissions by 2050, with interim
steps to achieve a 30% reduction on baseline by 2025 and
50% by 2030.
The large Ōpōtiki and Bay of Plenty catchments suffered a
heavy spring frost on 6 October 2022, which significantly
affected some orchards and will lower 2023 crop volumes.
Since Cyclone Gabrielle, Seeka has been inspecting post
harvest sites and supplying orchards to assess the potential
impact on harvest 2023. While no significant damage was
detected at Seeka's facilities, the full impact on crops will
likely remain unknown until the fruit is harvested.
Seeka's core Bay of Plenty kiwifruit growing region was spared
the worst and was not materially impacted. The Hawke’s
Bay, Gisborne, Coromandel and Kerikeri regions had varying
degrees of impact, and approximately 5% of Seeka's kiwifruit
supply is grown in the Hawke's Bay which was worst hit. The
Group will continue to assess the situation and will update the
market if it identifies a material loss.
Harvest 2023 kiwifruit volumes are expected to be lower
than harvest 2022 due to the early season frost, variable bud
break and the cyclone. Seeka's response includes a reduction
to the 2023 capital expenditure programme and reducing
costs in line with the lower crop expectation, with Seeka in a
strong position to handle the 2023 crop.
Dividend
In this challenging environment the Board has determined
that no dividend is payable.
Chair and Chief Executive's report
Welcome to Seeka’s annual report and commentary for the year ended 31 December 2022.
Seeka and its supplying growers experienced a very difficult year. Covid-19, adverse weather events,
extreme labour shortages, packing machine commissioning delays, shipping disruption, lower fruit
yields and poor fruit quality were key challenges. Additionally, lower market returns also impacted
financial performance. Despite these challenges, Seeka delivered $6.5 million profit after tax (2021
$14.9m); lower than target and the prior year, reflecting a difficult season.
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ANNUAL REPORT 2022 | SEEKA LIMITED6
2022 revenue of $348.4 million was up 13% on the 2021’s $309.6 million. Consolidated earnings before
interest, tax, depreciation and amortisation (EBITDA) was $46.1 million (2021: $56.8m); down 19%.
Profit after tax of $6.5 million compares with $14.9 million in 2021 (down 56%).
Review of operations
Financial
203.7
33.3
6.7
10.0
236.9
34.5
6.9
10.5
251.5
42.9
15.226.6
309.6
348.4
56.8
46.1
14.9
6.5
26.4
19.2
Group revenue
NZD Millions
Group EBITDA
1
NZD Millions
Group net profit after tax
1
NZD Millions
Group comprehensive income
1
NZD Millions
Key financial components of 2022 include:
–$348.4 million revenue (2021: $309.6m); up 13%
–$46.1 million EBITDA (2021: $56.8m); down 19%
–$19.1 million EBIT (2021: $32.8m); down 41%
–$7.6 million profit before tax (2021: $23.5m); down 68%
–$6.5 million profit after tax (2021: $14.9m); down 56%
–$547.9 million of total assets; up 14%
–$147.4 million net bank debt; up 46%
–$150.9 million interest-bearing debt; an increase of
$37.9m from December 2021 after the purchase of
NZ Fruits
–Seeka’s banking syndicate supported Seeka’s strategy
through covenant relief as debt repayment slowed due
to 2022’s drop in profitability
Key operational components include:
–Harvested all kiwifruit, avocado, kiwiberry, nashi and pear
crops in New Zealand and Australia in a very challenging
environment.
–Integration of the new businesses into Seeka; while crop
volumes were below expectation, these businesses are
ready to deliver accretive earnings.
–Publication of Seeka’s first Sustainability Report.
–Excellent kiwiberry harvest and integrated packing
and selling programme in conjunction with Freshmax.
Fifth year of excellent orchard returns to growers which
averaged more than $200,000 per hectare.
–Successful integration of RSE workforce, aided by dealing
directly with the New Zealand Government and working
closely with WorkSafe.
–Forward planning to integrate more RSE workers,
including direct investment in purpose-built
accommodation facilities.
FY18FY19FY20FY21FY22FY18FY19FY20FY21FY22FY18FY19FY20FY21FY22FY18FY19FY20FY21FY22
1. FY18 EBITDA, NPAT and comprehensive income was restated for NZ IFRS 16 Leases.
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7SEEKA LIMITED | ANNUAL REPORT 2022
Group financial performance
Key indicators
New Zealand dollars ( millions )FY22FY21Change
Total revenue
$ 348.39$ 309.57
13%
EBITDA before impairments and revaluations
$ 46.08$ 56.79
( 19%)
Depreciation expense
$ 16.06$ 15.19
6%
Lease depreciation expense
$ 9.52$ 7.94
20%
Impairments and amortisation of intangibles
$ 1.42$ 1.48
( 4%)
EBIT
$ 19.09$ 32.18
( 41%)
Interest expense
$ 7.20$ 4.08
76%
Lease interest expense
$ 4.29$ 4.61
( 7%)
Net profit before tax
$ 7.59$ 23.49
( 68%)
Income tax charge
$ 1.62$ 7.87
( 79%)
Deferred tax expense
$(0.54)$ 0.77
( 170%)
Net profit attributable to equity holders
$ 6.50$ 14.86
( 56%)
Basic earnings per share ( cents )
$0.16$0.43
( 63%)
Dividends per share paid in the financial year ( cents )
$0.13$0.26
( 50%)
Cash flow from operating activities
$ 12.13$ 41.58
( 71%)
Total assets
$ 547.87$ 482.27
14%
Property plant and equipment
$ 375.79$ 327.83
15%
Net assets
$ 270.94$ 246.49
10%
Net bank debt
$ 147.39$ 100.64
46%
Values may not always sum due to rounding.
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ANNUAL REPORT 2022 | SEEKA LIMITED8
Orcharding grew 17.0 million class 1 trays of kiwifruit compared to 14.4
million trays in 2021. The Ōpōtiki growing region was hit hard by high
winds and wild weather late in 2021 which reduced the volumes that
Seeka grew in this region by about 2 million trays.
Yields were much lower than expected. The average Hayward yield from Seeka’s
orcharding operations was 9,650 trays per hectare, down 22% on 2021. SunGold average
yield of 12,000 trays per hectare was down 16% on 2021.
Seeka also grew 1.7 million kilograms of avocado (2021: 1.4m kgs) and 116,400 kilograms
of kiwiberry (2021: 140,000 kgs), on orchards which it either owned or managed.
Labour shortages impacted the orchard business, including having to redeploy staff to
keep packhouses operating. Experienced RSE people were also repatriated after having
spent a prolonged stay in New Zealand. While sensible and fair, this resulted in untrained
personnel being deployed to prune orchards, which affected timing. This situation is now
resolved with an increase in the RSE quota alongside the normalisation of international
travel.
2022 orchard operations revenue of $80.5 million only rose $3.4 million on 2021, which
while disappointing, reflects lower yields and market returns. EBITDA was $4.6 million
compared to $5.2 million in 2021, due to lower market returns and higher costs.
Seeka's orchard operations were largely unaffected by the frost event in October 2022.
Seeka continues to actively co-invest in long term orchard developments, and currently
142 hectares of kiwifruit, two hectares of kiwiberry and 16 hectares of avocado are in
development. Fruit volumes from the orchard division are expected to increase as these
orchards mature. Seeka’s strategy is to continue to invest in long term leases to secure
fruit volumes.
Orcharding
Led by GM Orchards Barry Penellum
Revenue
–Leased and long term leased
orchards: costs plus profit share
–Managed orchards: costs plus
management fees
23%
of Group revenue
$
80.5m
Up 4% on
FY21 $77.1m
Assets
–Leased orchards: growing crops
–Long term leased orchards:
developing orchards and growing
crops
15%
of Group assets
$
84.9m
Up 15% on
FY21 $73.7m
Orchard operations span from Northland through the Coromandel, Bay of Plenty, Ōpōtiki and Te Kaha. Orchard operations
include all aspects of growing and harvesting kiwifruit, avocado and kiwiberry on leased, long term leased, and Seeka-owned
orchards. The orcharding business provides comprehensive orchard and vine management services to owners together with
contract work on an as-required basis. The business develops orchards for landowners on contract or under long term leases
and in partnership with iwi.
FY18FY19FY20FY21FY22FY18FY19FY20FY21FY22
10.7
4.2
11.4
5.0
13.0
5.4
14.4
1 7. 0
5.2
4.6
Kiwifruit grown
Millions of class 1 kiwifruit trays
Orchard EBITDA
1
NZD Millions
1. FY18 EBITDA was restated for NZ IFRS 16 Leases.
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9SEEKA LIMITED | ANNUAL REPORT 2022
Post harvest
Led by GM Post Harvest Paul Crone
Revenue
–Grading and packing service fee
per unit handled
–Coolstorage and loadout fees
Assets
–11 packing facilities with
15 graders
–Coolstores
–VLS laboratories
Post harvest operates eleven packhouse facilities along with a network of cool stores. These packhouse facilities pack, cool
and dispatch all produce from our orcharding operations and from our independent growers along with packing citrus and
persimmons on contract for external marketers.
Post harvest packed 42.0 million class 1 trays of kiwifruit, above
last year's combined 39.2 million trays (including 3.5m trays
OPAC). Hayward volumes were down 21% and SunGold volumes
up 36%, both significantly impacted by yield reductions despite
the additional fruit provided from the three acquisitions.
Fruit loss was higher across the kiwifruit industry, and the Seeka OPAC site
delivered very high fruit loss. This is under investigation and Seeka has lodged an
insurance claim on behalf of growers.
The cost of labour increased as the Group competed in a tight labour market
amid Covid-19 disruption. The compliance requirements to meet demanding
market requirements also added cost pressure. Packing operations peaked with
the Omicron wave, and post harvest had to manage severe shortages. Seeka
expects the labour market to improve in 2023 aided by the increase in RSEs and
normalisation of travel.
In addition to packing avocado and class 2 kiwifruit for the SeekaFresh marketing
programmes, Seeka also packed 14.9 million kilograms of citrus and 5.2 million
kilograms of persimmons on contract for third party marketers.
Post harvest revenue of $233.8 million was up from last season (2021: $195.9m)
reflecting the recent acquisitions and price increases. EBITDA for the twelve
months was $59.0 million compared to $61.6 million in 2021, reflecting higher
labour costs to ensure continuity of operations.
With the completion of the KKP and Transcool upgrades, along with automation
upgrades at NZ Fruits and Oakside, Seeka is well positioned to handle 2023
kiwifruit volumes, with the capacity to pack more fruit using significantly less
labour.
FY18FY19FY20FY21FY22FY18FY19FY20FY21FY22
30.0
3 7. 2
32.8
41.0
31.8
41.9
39.2
42.061.6
59.0
Kiwifruit packed
Millions of class 1 kiwifruit trays
Post harvest EBITDA
1
NZD Millions
67%
of Group revenue
$
233.8m
Up 19% on
FY21 $195.9m
66%
of Group assets
$
360.4m
Up 14% on
FY21 $316.1m
1. FY18 EBITDA was restated for NZ IFRS 16 Leases.
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ANNUAL REPORT 2022 | SEEKA LIMITED10
Revenue was down 12% to $19.1 million as seasonal variations in
fruit volumes and quality slowed sales. This flowed through to a
lower EBITDA of $0.8 million (2021: $2.3m) as Covid-19 continued
to disrupt supply logistics and added costs.
Weather disruptions slowed the 2022/23 avocado programme and impacted
yields along with the volume sold before year end. Export sales prior to Christmas
were also restrained by weak Australian pricing, with a higher percentage marketed
to New Zealand retail and wholesale.
Lower volumes and early-season quality issues also impacted revenue from the
SeekaFresh kiwifruit sales programme into New Zealand and Australia, and the
Group's collaborative marketing programme into Asia.
SeekaFresh tropical fruit import and ripening services, along with kiwiberry sales,
the Auckland wholesale market and Kiwi Crush operations, responded to the
challenges and opportunities of 2022, and continued to make a contribution to
Group earnings.
SeekaFresh retail services
Led by GM Supply and SeekaFresh Kate Bryant
SeekaFresh retail services includes the supply, export and sale of avocado, kiwiberry and class 2 New Zealand kiwifruit, sale
of New Zealand kiwifruit through collaborative programmes, operation of the New Zealand wholesale marketing business
including imported tropical fruits, and the manufacture and sale of Kiwi Crush and avocado oil.
Revenue
–Sales commission
–Service fee for imported fruit
–Processing fees
Assets
–Auckland and Christchurch
service facilities
–Te Puke processing facility
FY18FY19FY20FY21FY22FY18FY19FY20FY21FY22
39.9
2.3
49.2
1.7
63.9
3.068.0
54.4
2.3
0.8
SeekaFresh retail services turnover
NZD Millions
SeekaFresh retail services EBITDA
1
NZD Millions
5%
of Group revenue
$
19.1m
Down 12% on
FY21 $21.6m
2%
of Group assets
$
11.5m
Down 2% on
FY21 $11.7m
1. FY18 EBITDA was restated for NZ IFRS 16 Leases.
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11SEEKA LIMITED | ANNUAL REPORT 2022
10%
of Group assets
$
54.5m
Up 14% on
FY21 $47.7m
4%
of Group revenue
$
14.0m
Up 1% on
FY21 $13.9m
Australia
Led by GM Australian Operations Jonathan van Popering
Seeka Australia Pty Limited, a 100% Seeka-owned company, leases and operates kiwifruit orchards, and owns and operates
nashi and pear orchards along with associated post harvest facilities in Victoria, directly marketing Seeka’s Australian produce
domestically and to export customers.
Revenue
–Fruit sales
Assets
–160 hectares of owned orchards
and crop
–114 hectares of kiwifruit on long-
term leased orchards
–Packhouse and coolstores
Seeka’s Australian business was affected by Covid-19. The
business adapted well under local management and delivered
satisfactory results in challenging conditions.
Labour was very short, and there was continuing market disruption through
lockdown events in Australia. The Australian team innovated to complete 2022
on-orchard work and used post harvest automation to deliver customers excellent
service and produce, despite supply chain disruptions.
Australian kiwifruit yields were 15% lower, mainly due to 2021 labour shortages
which contributed to the late completion of orchard work. This has been rectified
and the orchards are well prepared for harvest 2023, which will include the first
crops from new developments.
Markets were strong in 2022 for Seeka's Australian-grown produce with good
pricing and demand across all categories.
Total revenue of $14.0 million is in line with 2021. EBITDA of $1.0 million is down on
2021’s $1.6 million.
FY18FY19FY20FY21FY22FY18FY19FY20FY21FY22
5.6
(0.1)
4.2
(0.6)
4.4
7. 4
5.0
4.9
1.6
1.0
Seeka Australia volumes handled
Thousands of tonnes handled
Seeka Australia EBITDA
1
NZD Millions
1. FY18 EBITDA was restated for NZ IFRS 16 Leases.
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ANNUAL REPORT 2022 | SEEKA LIMITED12
Automation, technology and capacity
Seeka has undertaken numerous automation trials and assembled the best and latest
packing equipment in the KKP packhouse.
The eight-lane MAF Roda includes fully automated delivery of packaging and automated packing stations,
resulting in a very low labour demand. While it missed the 2022 commissioning date due to supply chain
disruptions, the packline is now installed and fully commissioned for harvest 2023.
Seeka has invested in further automation enhancements at Oakside in the Bay of Plenty, and at Seeka Gisborne.
The Oakside investment includes Spectrim grading and pre-sizing on machine 3, which will substantially reduce
labour demand and lift machine throughput. The Gisborne investment includes automation of the placement and
stacking of fruit post-packing on pallets. It removes labour and a processing bottleneck. Throughputs and operating
hours at Gisborne are set to increase with automation reducing the associated labour demand.
Seeka continues to consider forward capacity, balancing likely crop volumes against the post harvest capacity. The
efficient packing and coolstorage of kiwifruit as close as possible to its optimal maturity, sets the base to deliver
high-quality fruit to the markets.
The industry is anticipating a large increase in SunGold volumes in the coming seasons. There is also a growing
sentiment among the growers that the harvest must be completed earlier in the season. Both factors require
continuing consideration of investment in packing automation and storage capacity.
Seeka, with the investments outlined, has sufficient capacity to handle the forecast crop volumes for 2023 and
is considering the volumes and options for 2024 and beyond. The company has reviewed its five year capacity
plan, and as a result has adopted a staged automation pathway and understands the options to address capacity
pinch-points.
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13SEEKA LIMITED | ANNUAL REPORT 2022
Seeka has released its first Sustainability Report; an important milestone in Seeka’s
sustainability journey. It details the founding of the sustainability team through to
the verification of three years of carbon emissions data and the establishment of our
commitment to reduce our impact on the environment.
As a result of these initiatives, Seeka has held its level of carbon emissions reasonably constant even though the
Group has grown. It is our commitment to reduce our carbon emissions from our 2019 base year by 30% by
2025, 50% by 2030 and to be net carbon zero by 2050.
Achieving these goals will include removing harmful refrigerants by limiting equipment leaks, switching to
low emission vehicles and an increasing investment in solar power. The Group has made good progress in
understanding sustainability and our impact on the environments we operate in.
Health and safety
The continuing shortage of labour heightens the safety risk as
the Group strives to deliver service to its grower customers.
Seeka people have worked hard, in stressful circumstances, with the added
anxiety of Covid-19. Seeka took all efforts to ensure that we kept our people
safe and have continued to invest in their safety. Sites were effectively locked
down to minimise the chance of spreading illness between operations. Support
staff were required to work from home and the business pivoted to remove
face-to-face meetings.
The focus continues on physical safety with ongoing emphasis on barriers
and guarding. Disappointingly Seeka had one serious harm injury at the
Orangewood site. In that incident a person fractured their arm when their clothing got caught in a drive shaft
while repacking fruit after the completion of harvest. It is disappointing given the significant effort and focus on
safety throughout the Group and particularly through the heavy pressure of harvest.
Strategy
The Group continued to enact its strategy and concentrated on operational excellence. Seeka
undertakes disciplined planning to ensure each harvest and all operations are well executed,
and that we have the necessary capacity and that we pay attention to keeping people safe,
while considering the financial attributes and contingency plans.
The Group continues to implement and trial automation technologies to improve efficiency, remove labour and
improve fruit quality. Seeka also concentrates on supply chain efficiency wherever it operates an integrated supply
service to the market or customer.
Seeka has focussed on integrating and optimising the newly-acquired operations from its growth strategy. Seeka
predominantly operates in the horticultural industry and therefore operates in a seasonal environment. While
2022 yields were below normal and fruit quality was challenging, we expect these fluctuations to normalise
following what will be a weather-impacted 2023 harvest.
Seeka has progressed its people and capability initiatives, made pleasing progress with its drive to understand
and be more sustainable as a business, and maintained financial capability to invest and to deliver future earnings
growth. The Group continues to concentrate on its foundation through disciplined planning.
Sustainability
FY22 health and safetyActualsTarget
Lead performance
Health and safety meetings
93%90%
Lag performance
Total recordable injury frequency
2.75
Below
4.5
Lag performance
Serious injuries
1Zero
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ANNUAL REPORT 2022 | SEEKA LIMITED14
Seeka's people have excelled in a difficult harvest across Australia and New
Zealand. They have adapted, innovated and strived through a challenging year.
Dedicated key staff across the Group worked hard to deliver a continuous service to growers and
Seeka's market partners. Our people continue to make Seeka an inspiring produce company to
work for and are celebrated for their efforts.
Harvest 2022 kiwifruit yields were down across the industry, impacting the potential revenues
from the Group's core post harvest business. Kiwifruit storage performance, both onshore and
offshore, further impacted returns to New Zealand orchard operations.
The Group has reviewed its supply chain operations from the orchard to loadout, and is focussed
on achieving excellence in fruit handling in 2023. Seeka is anticipating an improved labour supply
with a large increase in RSE workers from the Pacific, and a normalisation of public health both in
New Zealand and Australia.
The completion of automation projects at KKP and Oakside in the Bay of Plenty, and at Seeka
Gisborne, will both lift post harvest capacity and improve fruit handling, while significantly
reducing the demand for packhouse labour.
Seeka has the capacity, systems and personnel to deliver an excellent operational performance in
2023, and is considering options to build capacity as New Zealand kiwifruit volumes continue to
grow. The range of complementary fruits grown, handled and marketed by the Group continues to
grow, and will deliver incremental returns to shareholders.
As Seeka expands its operations, we continue to focus on delivering a sustainable business, and
are implementing a range of carbon-reduction initiatives as we work towards becoming net zero
carbon by 2050.
We value the communities we operate in, and thank our loyal growers, workforce and shareholders
for their ongoing support.
Fred Hutchings Michael Franks
Chair Chief executive
Summary
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15SEEKA LIMITED | ANNUAL REPORT 2022
Seeka is creating a sustainable future for the environment, employees, suppliers,
customers, and shareholders as we work to grow, pack, store and supply fresh and
healthy produce to the people of the world.
From eastern Tairāwhiti Gisborne to the north in Kerikeri, and across to Shepparton,
in Victoria Australia, Seeka works with the land and its people to produce high-
value nutritional fruit. By focussing on regenerative horticulture, Seeka is working to
enhance biodiversity and create long-term wealth and employment.
As well as stewarding the land, Seeka adds to the social capital of rural communities. In 2022, Seeka
employed 804 permanent and more than 5,700 seasonal workers, 1,200 of which were RSEs from the
Pacific. Working with landowners, Seeka is converting land into profitable and sustainable orchards. As
productivity grows and new horticultural regions are created, Seeka is instrumental in stimulating local
economies and creating new employment opportunities.
Since 2019, Seeka has been measuring and verifying its carbon footprint, and in 2022 set its target to
be net zero carbon by 2050. To progress its strategy, Seeka is reducing its carbon-intensive operations
and collaborating with supply chain partners to achieve a stepped set of interim reduction targets. Gains
include improved energy efficiency, new solar power installations, switching to low emission vehicles, and
the diversion of organic waste to Seeka’s own worm farm.
As operations are exposed to weather and the effect of climate change, in 2022 Seeka reassessed climate
risks and adopted the XRB Climate Related Disclosure Framework to help build resilience and improve
Seeka’s adaptability,
ESG report 2022
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ANNUAL REPORT 2022 | SEEKA LIMITED16
Climate-related disclosures
Governance
Seeka’s Board is responsible for ensuring Seeka meets its obligations under environmental, social
and governance principles. The Board has delegated oversight of these activities to its Sustainability
Committee.
The Sustainability Committee, comprised of three Board members, provides strategic guidance and
feedback on Seeka's sustainability framework. The Committee oversees the establishment of reduction
targets, footprint measurements, performance monitoring, and the assessment of the potential impacts
and opportunities of a changing climate.
The Sustainability Committee has reviewed Seeka’s climate-related risks and opportunities, and oversees
Seeka’s carbon reduction strategies and projects, including climate risk mitigation and adaptation
planning.
Environmental report
Seeka's aim is to be an industry leader, transparently reporting its environmental impact along with the
opportunities and risks associated with climate change.
Climate change is an active risk, impacting the yield, quality, and marketability of the produce Seeka
grows and handles. By disclosing climate-related risks, stakeholders can see how Seeka is flexing business
activities and operations to mitigate environmental risks and embrace new opportunities.
Seeka is committed to advancing regenerative horticulture practices with Seeka's research and
development team conducting environmental trials to better understand the impact of orchard inputs
such as sprays, fertilisers, and irrigation. The resulting knowledge leads to more sustainable on-orchard
practices that are shared with our growers.
Seeka has analysed all business operations to identify and understand the production inputs, how they
flow through the business, and the waste outputs that impact the environment. Seeka is working to
transition to a regenerative model whereby waste is circulated back into operations, to reduce Seeka’s
environmental impact.
Sustainability reporting
In June 2022, Seeka released its first comprehensive Sustainability Report which outlines its journey to
be a leader in sustainable horticulture practices and build long-term employment in rural communities.
Sustainability is central to Seeka’s business and lies at the heart of the brand value Growing Futures.
Seeka has measured, validated, and reported its carbon footprint since 2019, and in June 2022 Seeka set
its goal to be net carbon zero by 2050. Seeka’s annual Sustainability Reports will update stakeholders
on Seeka’s progress towards its environmental, social and governance goals, including climate risks and
opportunities, along with potential impacts, mitigation, and adaptation strategies. Seeka's reports will
align with the XRB’s climate related disclosure requirements.
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17SEEKA LIMITED | ANNUAL REPORT 2022
Climate change risk and opportunity analysis
New Zealand and Australia are expected to experience more extreme weather events, including high-intensity rainfall, higher sea levels,
less winter chilling, higher average temperatures, and more extreme-heat days. To build resilience, Seeka has identified its climate
change risk, impact, and adaptability, and is working to develop an adaptation plan to manage risk.
Transitional risks
Risks and opportunitiesImpactResponse
Regulatory changes
restrict chemical
applications for pest
control and crop
maintenance.
By controlling pests and disease, chemical inputs
improve fruit quality and yield.
The chemical Hi-Cane improves kiwifruit yields
by promoting uniform budbreak and flowering.
Removing Hi-Cane without finding a viable
alternative would disrupt the uniformity of fruit
maturity resulting in lower yields, quality issues
and subsequently increased food waste.
High R&D cost to find alternative chemicals.
Active involvement in industry associations, including KGI, ISG and
KSG, regional councils, government and regulators.
Research and development focused on sustainable chemical
alternatives and reduced chemical input, while achieving consistent
quality and yields. It is anticipated that Hi-Cane will be phased out
over the next ten years as viable alternatives are developed and
deployed.
Adopt regenerative horticulture practices, improve biodiversity, and
encourage beneficial insects and planting.
Changing consumer
preferences and new
market restrictions.
Consumer concerns including carbon outputs,
chemical inputs, pests, and diseases may impact
orcharding practices, chemical use and carbon
footprints.
Decarbonise our supply chains through collaboration, innovation,
and smart purchasing decisions.
Progress integrated pest management strategies and develop smart
spray plans.
Adopt regenerative horticulture practices to reduce synthetic
chemical inputs.
Respond to market trends.
Research and development into sustainable chemical alternatives
Regulations restrict
orchard water
availability.
Temperature increases may increase demand
for irrigation, which coupled with tighter water
restrictions could stress orchards, impacting
plant health and yields.
Develop farm environmental plans that encourage location-specific
management practices.
Improve irrigation infrastructure to ensure water resources are
applied when and where needed without waste.
New developments must be able to access water or have on-site
water storage.
Harvest rainwater.
Utilise regenerative horticulture practices to improve soil health and
water retention.
Research and development focused on drought resilience.
Introduction of market
mechanisms add
new costs for carbon
and environmental
externalities.
The cost of carbon being priced into commodities
such as fuel and fertiliser. Seeka is exposed to
price increases until low-carbon alternatives are
available.
Rising demand for carbon neutrality is increasing
the cost of carbon offsets.
Seeka has set 5, 10 and 30 year targets to progressively reduce its
carbon footprint.
Understand scope-3 emissions and work with suppliers to measure
and reduce their carbon footprints.
Develop a procurement strategy that values low carbon products
and services.
Invest in lower carbon technology, such as solar energy, LED lighting,
and low-emission vehicles.
Transition to refrigerant gases with zero global warming potential.
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ANNUAL REPORT 2022 | SEEKA LIMITED18
Physical risks
Risks and opportunitiesImpactResponse
Risk to fruit yields and
quality from extreme
weather events.
Heavy rain, flooding, frost, hail, high winds, heat
waves and fire can physically damage plants and
fruit, and impact fruit quality and storability.
Extreme weather events such as high winds and
flooding could damage post harvest facilities.
Geographic spread of orchards distributes the risk from extreme
weather events.
Invest in crop protection measures, such as irrigation, fans,
protection, shelter belts, and hail netting.
Improve biodiversity and natural resilience through regenerative
horticulture practices.
Avoid orchard development on land vulnerable to climatic impacts
such as steep slopes and low-lying coastal areas.
Consider flood plains, water supply and free drainage when
developing new orchards and post harvest facilities.
Improve weather forecasting and response planning.
Develop innovative crop protection solutions.
Genetic and variety diversification.
Risk to fruit yields and
quality from higher
average temperatures.
Warmer winters reduce kiwifruit bud break and
yields, and increase the reliance on chemical bud
enhancers.
Warmer winters increase pest pressure.
Higher temperatures impact water quality and
availability, raise drought conditions, and degrade
soil quality and biodiversity.
Warmer temperatures may increase energy
demand to cool fruit. Cooling warm fruit can
damage fruit cell structures and impact storage
quality.
Increase the geographical spread of orchards.
Develop farm environmental plans to provide locally relevant
adaptation strategies.
Improved weather forecasting and response planning.
New developments must have access to water or on-site water
storage.
Actively engage in orchard water management and invest in efficient
irrigation and fertigation technologies.
Monitor and improve waterways, biodiversity, and natural ecosystem
services.
Investigate rainwater harvesting for irrigation.
Industry collaboration to develop resilient orcharding practices and
crops.
Unseasonal weather
events impact crops and
disrupt harvests.
Plants use the cycle of seasons to time growth,
flowering and fruit development, with the
industry matching on-orchard work and the
fruit supply chain to best fit historical seasonal
weather patterns.
Climate change may impact plant health plus
crop quality, yield and timing.
Adapt orchard and post harvest practices to changing seasons.
Improve seasonal weather forecasting and response planning.
Improve weather-event protection measures, such as irrigation and
frost fans.
Diversify crop types and variety.
Risk to fruit yields
and quality from new
pests and diseases or
increased presence
of existing pests and
diseases.
Higher temperatures may support the
introduction of new pests and diseases.
Warmer, wetter conditions may support higher
populations of existing pest species.
Adapt orcharding practices to monitor and control pests and
diseases.
Geographic spread of orchards distributes the risk and allows for
targeted responses.
Improve orchard shelter protection.
Diversify crop types and variety.
Monitor bio-security controls on disease and disease vectors.
Introduce beneficial insects and plants to combat pests and
disease.
Research and develop better biological and chemical controls.
Rising sea levels.Higher sea levels may raise the water table,
reduce drainage, and increase ground water
salinity.
Unprotected coastal orchards may have a higher
risk of coastal erosion.
Establish a minimum altitude for new orchard developments.
Supply freshwater for orchards close to sea level.
Create orchard transition plans.
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19SEEKA LIMITED | ANNUAL REPORT 2022
Opportunities
Risks and opportunitiesImpactResponse
Consumer demand for
sustainably produced,
healthy foods increases
demand for Seeka-
handled fruit.
Stronger product demand and new markets.Ensure Seeka is an industry leader in carbon reporting.
Achieve carbon reduction targets.
Work with industry and suppliers to reduce the supply chain carbon
footprint.
Green financing for low-
carbon developments.
Lower economic cost of carbon reduction and
sustainability programmes.
Engage with lenders of sustainability-linked loans.
Investigate grants for carbon reduction and low-carbon technology.
Higher soil CO2 levels
improve plant water
use.
Orchards require less water.Understand soil carbon and water storage capacity.
Establish orchard management practices that best capture carbon in
the soil.
Climate change opens
new growing regions.
Global warming may allow productive orcharding
in colder regions.
Track and forecast new orcharding regions and match suitable fruit
varieties.
Leverage experience in handling multiple varieties in different
regions.
Adapt orchard practices.
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ANNUAL REPORT 2022 | SEEKA LIMITED20
Seeka's absolute carbon footprint
Seeka's carbon footprint is calculated using ISO 14064-1: 2018 - Greenhouse gases and independently verified by Toitū Envirocare.
Annual CO2e footprint, 2019 to 2021
Absolute carbon footprint in tonnes CO2e
19,504
19,220
19,864
Category201920202021Emissions
1
4,0513,8033,900
Direct emissions controlled by Seeka
2
3,9733,6964,487
Indirect emissions from purchased electricity
3
4,0694,4523,987
Indirect transport emissions from Seeka's supply chain
4
7,4117,2697,490
Other indirect emissions from Seeka's supply chain
Total
19,50419,22019,864
Intensity-based performance indicators
Seeka is in a fast-growing industry. While it is important to report our absolute carbon result, as an expanding business it is
equally important to report our efficiency gains. To capture performance gains while our business continues to grow, our total
emissions are being benchmarked against three intensity-based measures:
–Revenues generated by Seeka - tonnes CO2e per $1,000,000 revenue
–Fruit handled by Seeka - tonnes CO2e per 100,000 class 1 trays packed
–Time invested to grow, handle and sell crops - tonnes CO2e per permanent employee
82.3
76.5
64.2
46.1
41.5
29.9
58.2
5 7. 6
50.7
201920202021201920202021201920202021
Per 100,000 class 1 trays packed
Tonnes CO2e
Per permanent employee
Tonnes CO2e
Per $1,000,000 revenue
Tonnes CO2e
$
1m
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21SEEKA LIMITED | ANNUAL REPORT 2022
Carbon reduction targets and initiatives
In June 2022, Seeka published its ambition to be net zero carbon by 2050, and set performance milestones for 2025 and 2030.
Absolute and intensity-based carbon reduction targets
for categories 1 and 2 starting from 2019 baseline
Reduction
30%
50%
Net Zero
Carbon
Reduction
2025
2030
2050
Carbon reduction initiatives
By measuring its carbon footprint, Seeka has been able to identify carbon intensive operations and develop initiatives to reduce
Seeka's total footprint.
Initiatives to achieve targets
for categories 1 and 2
1000kW
75% by 2030
Solar
Fleet Fuel
Percentage of total fleet either
low or zero emissions vehicles
2025 = 15%
2030 = 25%
Reduction in fugitive emissions
leaks based on 2019 levels
Down 50% by 2025 and
&
of solar installed by 2025 (already
at 446kW).
3000kW by 2030
Refrigerants
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ANNUAL REPORT 2022 | SEEKA LIMITED22
Hybrid vehicle fleet
To facilitate the transition to low carbon
transport, Seeka has installed two 7kW electric
vehicle chargers at Seeka 360 Head Office.
New low-carbon options are being added to
Seeka’s owned and leased vehicle fleet which
currently operates ten hybrid vehicles.
Seeka’s 2023 goals are to grow its electric
vehicle charging network and the percentage
of low-carbon vehicles.
Worm farm
In 2022, 50 tonnes of organic post harvest
waste was diverted from landfill to Seeka’s
worm farm. Nutrient-rich organic soil
conditioner recovered at the worm farm
is recycled back to Seeka orchards in a
regenerative process.
Seeka’s 2023 goals are to maximise worm farm
waste recovery and trial alternative organic
waste inputs, and investigate applying circular
waste management to other areas of the
business.
Solar energy
In 2022, Seeka had 446kW of solar installed
across its Australia and New Zealand sites
which produced more than 400MWh of
renewable energy; enough to power an electric
car 66 times around the earth. Seeka’s post
harvest facilities have large roof spaces suitable
for solar. While reducing Seeka’s carbon
footprint, Solar also mitigates the cost of grid
energy price increases.
Seeka’s 2023 goal is to progress solar to
achieve 1000kW of installations by 2025.
LED lighting and sensors
In 2022, Seeka added more LEDs and motion
sensors to its large post harvest sites. These
new LEDs use up to 70% less power than
existing fittings. Stage one of Seeka’s roll out is
expected to save nearly a million kWh annually.
Seeka’s 2023 goals are to explore daylight
sensors, and continue installing LED lighting
and motion sensors.
Waste management
In 2022, Seeka introduced soft plastics
recycling at Seeka 360 Head Office to reduce
waste going to landfill. On orchard, Seeka
recycled strings from more than 100 hectares
of kiwifruit vines, which are recycled into useful
agricultural products.
Seeka’s 2023 goals are to extend soft plastic
recycling to regional operations, and work with
our supply chain and waste service providers
to promote closed-loop waste systems.
Regenerative horticulture
Regenerative horticulture builds natural
resilience into our orchards. In 2022, Seeka
promoted sward growth, beneficial plantings,
mowing practices that reduce weed sprays,
supported organic orcharding, reduced use
of synthetic nitrogen fertilisers, protected
sensitive environments with riparian plantings,
and continued research on optimising soil
health to improve carbon and water storage.
Seeka’s 2023 goals are to expand regenerative
horticulture, and share findings with the
grower community.
Zero GWP refrigerants
In 2022, Seeka upgraded Transcool coolstores
with a new zero-carbon refrigeration system. By
replacing legacy coolstores with high-efficiency
rooms and ammonia coolant systems, Seeka is
progressing its commitment to achieve a 50%
reduction in harmful coolant leaks from the
2019 baseline.
Seeka’s 2023 goal is to further improve
refrigerant leak detection and repair systems.
Packaging and waste
Seeka is moving the fresh produce industry
towards a circular economy using low-impact
packaging and is working with experts to
introduce new technology and materials to the
logistics processes.
Seeka’s 2023 goals are to progress packaging
innovation and align operations with the New
Zealand Government’s ban on plastic products.
LED
Sustainability projects 2022
Seeka's 2022 carbon reduction initiatives have delivered sustainability gains, and form a base for further developments in 2023.
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23SEEKA LIMITED | ANNUAL REPORT 2022
Social report
Seeka’s responsibility to support employees, growers and our communities is a core business focus. With "Select Excellence", Seeka
strives to continually improve our performance for stakeholders and deliver an excellent service that supports prosperous communities.
Supply of healthy nutritious fruit
InitiativeDescriptionAchievements
Producer and supplier of
healthy fresh fruit and
vegetables.
Seeka produces and supplies nutritious fruit
and vegetables which are high in vitamins,
antioxidants, minerals and fibre to help support
the healthy lifestyles of New Zealanders and our
global customers.
Seeka's New Zealand product lines include kiwifruit, kiwiberry and
Hass avocados, with the new Gem avocado variety in development.
In Australia Seeka is that country’s largest producer of Hayward
kiwifruit and nashi, and produces a range of pears, dates and plums.
Kiwi Crush.Kiwi Crush is recovered from fresh kiwifruit that
are not suited for consumer sales.
Seeka's DNFC facility produces Kiwi Crush which
functionally benefits digestion.
Sold direct to consumers and DHB inpatient
facilities, Kiwi Crush helps people with mobility
and health issues.
Seeka’s new freeze dried Kiwi Crush Gold
provides the recommended daily intake of
vitamin C per serve.
Supplying residential care units, oncology units, and all main DHBs.
Consistent orders with positive feedback from clinicians and
patients.
Healthy gut support and laxative alternative where commercially
prepared medications are not recommended.
Kiwi Crushies.Supply through school catering services, Kiwi
Crushies are a low-sugar option for healthy
eating in schools, and provide a healthy option for
fundraising sales.
Supplying a low-sugar ice block option that complies with school
healthy eating guidelines. Lower in sugar and free of additives,
preservatives, and artificial colours.
Avocado oil.Avocados not suitable for market sales are milled
to recover virgin avocado oil.
Produce and supply healthy food grade oil that is rich in healthy fatty
acids and a good source of vitamin A and E.
Reducing our organic waste by recovering avocado oil from avocados
not suitable for direct sales.
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ANNUAL REPORT 2022 | SEEKA LIMITED24
People and community
InitiativeDescriptionAchievements
Employee assistance
programme (EAP).
Seeka subscribes to EAP Services who provide a
free professional and confidential support line to
staff in need of assistance. This service extends
to various issues our people, or their families,
may face at home or at work.
In 2022, the EAP service was available to all Seeka staff.
Health insurance.All permanent staff are provided with health and
life insurance.
Health, life and trauma insurance available to 804 fulltime
employees in 2022. Discounted health insurance rates extended to
family members.
Sponsorship of
community and
sporting groups.
Seeka supports our people and communities.Provided $320,834 in donations in 2022, see page 25 for the
full list of organisations and events.
GRASP commitment to
worker health, safety
and welfare.
GLOBALG.A.P.Seeka is focused on sustainable land management that supports
long-term employment and wealth creation in our rural
communities, and has formally implemented the GLOBALG.A.P
GRASP module with its extended social standards for worker
health, safety and welfare.
Seeka cadet
programme.
The Seeka cadet programme supports the
development of skills, growth and understanding
within orchards and provides a full overview of
the industry over a three-year period.
Supported six new cadets into the workforce in 2022. Seeka's 2022
cadets will be starting their horticulture level 3 certificates, with
two cadets fast tracked through Toi Ohomai Level 4.
Seeka's cadet programme has a clear progression towards
leadership, and many cadets are achieving their goals and moving
into supervisory roles.
Collaborative
partnership with Māori.
Māori are major kiwifruit growers, and
Seeka supports their communities through
employment and orchard development.
Seeka fosters healthy communities and provides economic
opportunities to many Māori entities.
Seeka is investing in the long term welfare of Māori land, with over
75 hectares in development in partnership with Māori.
Local employment
initiatives in
collaboration with
MSD, MPI, Te Arawa
and Ngāti Hine.
Seeka is engaged in a joint training initiative with
the Ministry of Social Development, the Ministry
of Primary Industries, Te Arawa and Ngāti Hine.
This training initiative comes with an offer of
full-time employment. Training is focussed on
developing fundamental skills required to fill
current openings in the horticulture industry.
In 2022, Seeka trained all new seasonal staff to operate safely and
efficiently within the kiwifruit industry.
During the season Seeka worked with local employment agencies
to provide transport and work opportunities to more than 40
people in search of work.
Seeka's training initiatives get people back into the workforce.
RSEs
InitiativeDescriptionAchievements
AccommodationSeeka arranges accommodation for all RSEs
and ensures these facilities are at an acceptable
standard, as audited by Immigration New
Zealand.
In 2022, Seeka's RSE accommodation facilities were all approved
by Immigration New Zealand.
Pastoral care.Seeka employs seven pastoral carers to facilitate
RSE health and wellbeing during their stay in New
Zealand.
In 2022, Seeka's pastoral carers supported 1,200 RSEs, with 900 in
country at any one time.
Supporting RSEs and
their families.
Seeka highly values RSE workers from the Pacific
and Malaysia. Many RSEs return year after year
and have become an integral part of the Seeka
team.
In 2022, Seeka employed RSEs from Kiribati, Malaysia, Solomon
Islands, Samoa, Tonga and Vanuatu.
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25SEEKA LIMITED | ANNUAL REPORT 2022
Sponsored organisations and events 2022
Ashbrook School
Auckland Rescue Helicopter Trust
Autism NZ
BOP Dragon Boat Club
BOP Rugby Union
BOP Symphonia
Citizens RSE Te Puke
Eastbay REAP
Eastern District Rugby & Sports
Fairhaven School Fundraising Association
Gisborne Tairāwhiti Rugby League
Gisborne Young Grower of the Year
Hauraki Waka Ama Club
Heart Kids
Katch Katikati Incorporated
Katikati Cricket Club
Katikati Hockey Club
Kerikeri Cricket Club
Kerikeri High School
Kerikeri Rugby Football Club
Kids Foundation
Lion Club Tauranga
Lions Club Katikati
Lions Club Gisborne
Made in Te Puke Trust
Matakana Island Rugby Team
Motu Trails
Mt Maunganui Bridge Club
Mums4mums Charitable Trust
Ngamuwahine Trust
Ngāpuhi Iwi Social Services
New Zealand Frisbee team
Omanu Golf Club
Ōpōtiki College
Ōpōtiki Golf Club's Matariki Golf Tournament
Ōpōtiki Surf Life Club
Otamarakau School
Our Kerikeri Community Charitable Trust
Paengaroa School
Pongakawa School
Purangi Golf & Country Club
Radio Lollipop for Children in Hospital
Rotary Club Katikati
Rotary Club Papamoa
Rotoiti Fishing Club
Tauranga Intermediate
Tauranga North Tai Mitchell
Te Aranui Youth Trust
Te Kura Mana Māori o Maraenui
Te Puke Agriculture & Pastoral Association
Te Puke Boys & Girls Agricultural Club
Te Puke Bridge Club
Te Puke Community Patrol
Te Puke Cricket Club
Te Puke Events and Promotions Group
Te Puke Golf Club
Te Puke High School
Te Puke Intermediate
Te Puke Pony Club
Te Puke Smallbore Riffle Club
Te Puke Sports & Recreation Club
Te Puke Squash Club
Te Puke Tai Mitchell
Te Puke Tennis Club
Te Ranga School
Te Rūnanga o Ngāti Ranginui
The Going Bananas Show
The Job Agency
The Kids Foundation
Tia Marae Charitable Trust
Toi Kai Rawa
Top Energy Far North Science
Te Puke Volunteer Fire Brigade
Waerenga-A-Hika Squash Club
Waihau Bay Sports
Western Bay Heritage Trust
Western BOP Cricket Association
Young Fruit Growers
Zespri AIMS Games
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ANNUAL REPORT 2022 | SEEKA LIMITED26
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27SEEKA LIMITED | ANNUAL REPORT 2022
28 Statement of profit or loss
29 Statement of comprehensive income
30 Statement of financial position
31 Statement of changes in equity
32 Statement of cash flows
33 Notes to the financial statements
Financial report
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ANNUAL REPORT 2022 | SEEKA LIMITED28
Statement of profit or loss
For the year ended 31 December 2022 - Audited
The accompanying notes form an integral part of these financial statements
New Zealand dollarsNotes
2022
$000s
2021
$000s
Revenue
3
348,387 309,569
Cost of sales
4
280,078 236,337
Gross profit
68,309 73,232
Other income
3
755 8,446
Share of profit of associates
24
1,154 236
Other costs
4
24,139 25,124
Earnings (EBITDA)
1
46,079 56,790
Depreciation expense
10
16,055 15,185
Lease depreciation expense
13
9,516 7,943
Impairment of property, plant and equipment
10
144 1,188
Impairment of biological assets
191-
Impairment of intangible assets
11
681 -
Amortisation of intangible assets
11
406 294
Earnings (EBIT)
2
19,086 32,180
Interest expense
7,204 4,082
Lease interest expense
13
4,289 4,610
Net profit before tax
7,593 23,488
Income tax charge
6
1,624 7,865
Deferred tax (benefit)
7
( 535) 763
Total tax charge / (credit)
1,089 8,628
Net profit attributable to equity holders
6,504 14,860
Earnings per share for profit attributable to the ordinary
equity holders of the company during the year
Basic earnings per share
20
$ 0.16$ 0.43
Diluted earnings per share
20
$ 0.16$ 0.42
1. EBITDA, a non-GAAP measure, is earnings before interest, tax, depreciation, amortisation, impairments and revaluations, see note 1.
2. EBIT, a non-GAAP measure, is earnings before interest and tax, see note 1.
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29SEEKA LIMITED | ANNUAL REPORT 2022
Statement of comprehensive income
For the year ended 31 December 2022 - Audited
New Zealand dollarsNotes
2022
$000s
2021
$000s
Net profit for the year
6,504 14,860
Items that will not be reclassified to profit or loss, net of tax
Gain on revaluation of land and buildings
10
9,736 11,535
Gain on revaluation of water shares
11
162 -
Net realised loss on revaluation of investment in shares
- ( 3)
Total items that will not be reclassified to profit or loss
9,898 11,532
Items that may be reclassified subsequently to profit or loss, net of tax
Movement in cash flow hedge reserve
21
2,864 96
Movement in foreign currency translation reserve
21
47 ( 38)
Movement in foreign currency revaluation reserve
21
( 92) ( 18)
Total items that may be reclassified subsequently to profit or loss
2,819 40
Total comprehensive income for the year attributable to equity holders
19,221 26,432
The accompanying notes form an integral part of these financial statements
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ANNUAL REPORT 2022 | SEEKA LIMITED30
Statement of financial position
As at 31 December 2022 - Audited
New Zealand dollarsNotes
2022
$000s
2021
$000s
Equity
Share capital
18
162,746 151,681
Reserves
21
55,437 43,246
Retained earnings
21
52,760 51,564
Total equity
270,943 246,491
Current assets
Cash and cash equivalents
3,554 12,361
Trade and other receivables
14
33,147 30,685
Biological assets - crop
12
18,408 18,443
Inventories
15
11,900 6,968
Irrigation water rights
127 294
Assets classified as held for sale
9
6,293 1,898
Total current assets
73,429 70,649
Non current assets
Trade and other receivables
14
5,099 814
Property, plant and equipment
10
375,788 327,830
Intangible assets
11
26,934 27,079
Right-of-use lease assets
13
55,805 49,885
Investment in associates and joint arrangements
24
5,952 3,958
Derivative financial instruments
30
3,438 -
Investment in financial assets
23
1,424 2,054
Total non current assets
474,440 411,620
Total assets
547,869 482,269
Current liabilities
Tax liabilities
6
337 7,463
Trade and other payables
16
32,778 33,034
Lease liabilities
13
9,631 6,782
Interest bearing liabilities
17
22,870 5,246
Total current liabilities
65,616 52,525
Non current liabilities
Interest bearing liabilities
17
128,072 107,757
Lease liabilities
13
60,434 56,585
Derivative financial instruments
30
- 538
Deferred tax liabilities
7
22,804 18,373
Total non current liabilities
211,310 183,253
Total liabilities
276,926 235,778
Net assets
270,943 246,491
The accompanying notes form an integral part of these financial statements
On behalf of the Board.
F Hutchings R Farron
Chairman Director
Dated: 23 February 2023
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31SEEKA LIMITED | ANNUAL REPORT 2022
Statement of changes in equity
For the year ended 31 December 2022 - Audited
New Zealand dollarsNotes
Share
capital
$000s
Cash
flow hedge
reserve
$000s
Foreign
currency
revaluation
reserve
$000s
Foreign
currency
translation
reserve
$000s
Share
entitlement
reserve
$000s
Water
share
revaluation
reserve
$000s
Land and
buildings
revaluation
reserve
$000s
Retained
earnings
$000s
Total
$000s
2021
Equity at 1 January 2021
97,917 ( 484) 108 ( 170) 1,290 2,597 29,097 45,938 176,293
Net profit
- - - - - - - 14,860 14,860
Foreign exchange movement
- - ( 18) ( 38) - - - - ( 56)
Other comprehensive income / (loss)
- 96 - - - ( 3) 11,535 - 11,628
Total comprehensive income / (loss)
- 96 ( 18) ( 38) - ( 3) 11,535 14,860 26,432
Transactions with owners
Shares issued
18
43,069 - - - - - - - 43,069
Employee share scheme receipts
18
550 - - - - - - - 550
Grower share scheme receipts
18
8,782 - - - - - - - 8,782
Movement in employee share
entitlement reserve
21
- - - - 153 - - - 153
Movement in grower share
entitlement reserve
21
1,363 - - - ( 917) - - - 446
Dividends declared and paid
22
- - - - - - - ( 9,234) ( 9,234)
Total transactions with owners
53,764 - - - ( 764) - - ( 9,234) 43,766
2022
Equity at 31 December 2021
151,681 ( 388) 90 ( 208) 526 2,594 40,632 51,564 246,491
Net profit
- - - - - - - 6,504 6,504
Foreign exchange movement
- -( 92) 47 - - - - ( 45)
Other comprehensive income / (loss)
- 2,864 - - - 162 9,736 - 12,762
Total comprehensive income / (loss)
- 2,864 ( 92) 47 - 162 9,736 6,504 19,221
Transactions with owners
Shares issued
18
9,297 - - - - - - - 9,297
Employee share scheme receipts
18
794 - - - - - - - 794
Grower share scheme receipts
18
401 - - - - - - - 401
Movement in employee share
entitlement reserve
21
461 - - - ( 423) - - - 38
Movement in grower share
entitlement reserve
21
112 - - - ( 103) - - - 9
Dividends declared and paid
22
- - - - - - - ( 5,308) ( 5,308)
Total transactions with owners
11,065 - - - ( 526) - - ( 5,308) 5,231
Equity at 31 December 2022
162,746 2,476 ( 2) ( 161) - 2,756 50,368 52,760 270,943
The accompanying notes form an integral part of these financial statements
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ANNUAL REPORT 2022 | SEEKA LIMITED32
Statement of cash flows
For the year ended 31 December 2022 - Audited
New Zealand dollarsNotes
2022
$000s
2021
$000s
Operating activities
Cash was provided from:
Receipts from customers
346,084 322,400
Interest and dividends received
95 405
Cash was disbursed to:
Payments to suppliers and employees
( 313,426)( 264,868)
Interest paid
( 7,204)( 4,082)
Lease interest paid
( 4,289)( 4,610)
Income taxes paid
( 9,132)( 7,661)
Net cash flows from operating activities
5
12,128 41,584
Investing activities
Cash was provided from:
Sale of property, plant and equipment
10
596 70
Cash acquired in acquisition of business
19
33 1,501
Distributions from investment in associates
24
518 762
Sale of investment in shares
23
253 -
Proceeds from sale of assets classified as held for sale
9
527 2,310
Repayment of grower or grower entity advances
34,272 25,667
Cash was applied to:
Purchase of property, plant, equipment and intangibles
( 29,681)( 21,921)
Development of bearer plants
( 4,183)( 7,569)
Acquisition of business
19
( 8,853)( 1,302)
Acquisition of associates
24
( 1,358)( 2,600)
Investment in shares
23
-( 1,000)
Advances to growers or grower entities
( 34,022)( 25,673)
Net cash flows (used in) investing activities
( 41,898)( 29,755)
Financing activities
Cash was provided from:
Proceeds of non-current bank borrowings
17
50,000 123,000
Proceeds of current bank borrowings
17
64,753 39,236
Proceeds from employee and grower loyalty share schemes
18
1,195 9,332
Cash was applied to:
Principal lease payments
13
( 9,231)( 8,093)
Repayment of non-current bank borrowings
17
( 34,175)( 112,759)
Repayment of current bank borrowings
17
( 47,216)( 42,882)
Payment of dividend to and behalf of shareholders
22
( 4,374)( 11,717)
Net cash flows from / (used in) financing activities
20,952( 3,883)
Net (decrease) / increase in cash and cash equivalents
( 8,818) 7,946
Effect of foreign exchange rates
11( 749)
Opening cash and cash equivalents
12,361 5,164
Closing cash and cash equivalents
3,554 12,361
The accompanying notes form an integral part of these financial statements
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33SEEKA LIMITED | ANNUAL REPORT 2022
Notes to the financial statements
For the year ended 31 December 2022 - Audited
This section contains the notes to the consolidated financial statements (financial statements) for Seeka Limited, its
subsidiaries and associates. To give stakeholders a clear insight into how Seeka organises its business, the note disclosures are
grouped into seven sections.
NoteDetailsPage
Basis of preparation 34
Accounting policies that apply to Seeka's full set of financial statements
Performance 36
Where Seeka generates its revenues and their associated operating costs
1. Segment information 36
2. Turnover 38
3. Revenue and other income 38
4. Cost of sales and operating expenses 40
5. Reconciliation of net operating surplus after taxation with cash flows from operating activities 41
6. Income tax expense 42
7. Deferred tax 43
8. Events occurring after balance date 43
Assets 44
How Seeka allocates resources across its operations
9. Assets classified as held for sale 44
10. Property, plant and equipment 45
11. Intangible assets 47
12. Biological assets - crop 50
13. Right-of-use lease assets and lease liabilities 51
Working capital 53
How Seeka manages its operating cash flow
14. Trade and other receivables 53
15. Inventories 53
16. Trade and other payables 54
Funding 55
How Seeka organises its capital structure
17. Interest bearing liabilities 55
18. Share capital 56
19. Business combination 57
20. Earnings and net tangible assets per share 58
21. Retained earnings and reserves 59
22. Dividends 61
Investments 62
How Seeka manages its investments in shares, subsidiaries, associates and joint ventures
23. Investment in financial assets 62
24. Investment in associates and joint arrangements 62
Other notes 65
All other note disclosures
25. Contingencies 65
26. Commitments 65
27. Related party transactions 65
28. Risk management 67
29. Determination of fair values of financial and non-financial assets and liabilities 70
30. Derivative financial instruments 72
31. Financial instruments summary 73
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ANNUAL REPORT 2022 | SEEKA LIMITED34
Reporting entity and statutory base
The financial statements presented are those of the consolidated
Seeka group. Seeka Limited is referred to as Seeka Limited or the
Company. The group is referred to as the Group, Seeka, or Seeka
Group.
Seeka Limited is a profit-orientated company registered in New
Zealand under the Companies Act 1993 and a Financial Markets
Conduct (FMC) Reporting Entity for the purposes of the FMC Act
2013. Seeka Limited is listed and its ordinary shares are quoted on the
NZX main board equity security market (NZX Main Board).
Nature of operations
Seeka is a produce business operating in New Zealand and Australia.
In New Zealand the Group provides orchard management, orchard
leasing, post harvest and retail services to New Zealand’s kiwifruit,
avocado, citrus, berry and kiwiberry industries. Seeka manufactures
and sells the Kiwi Crush and Kiwi Crushies product range along with
avocado oil. The Group also provides retail and ripening services for
imported tropical produce, and operates a wholesale market.
In Australia, Seeka owns, leases and operates orchards and associated
post harvest assets, making the Group the largest producer and
supplier of Australian kiwifruit and nashi pears, a major supplier of
European pears, plus lesser production of other temperate-climate
fruits.
Summary of significant accounting policies
The accounting policies have been applied consistently throughout the
periods presented in the financial statements.
Statement of compliance and basis of preparation
The financial statements for the Group have been prepared in
accordance with the requirements of Part 7 of the FMC Act 2013.
The financial statements have been prepared in accordance with
New Zealand Generally Accepted Accounting Principles (GAAP),
incorporating New Zealand Equivalents to International Financial
Reporting Standards (NZ IFRS) and other applicable financial
reporting standards as appropriate for profit-orientated entities. The
Group financial statements also comply with International Financial
Reporting Standards (IFRS).
The financial statements are prepared on a historical cost basis, with
the exception of:
–assets classified as held for sale at fair value (note 9)
–land and buildings at fair value (note 10)
–water shares at fair value (note 11)
–biological assets - crop at fair value (note 12)
–right-of-use lease assets and lease liabilities at present value of
expected cash payments (note 13)
–investment in financial assets held at fair value (note 23)
–financial assets and liabilities (including derivative instruments) at
fair value through comprehensive income (note 30 and note 31)
The significant accounting policies applied in the preparation of the
financial statements are set out below.
The financial statements were approved by the Board of Directors (the
Board) on 23 February 2023.
Basis of consolidation
Subsidiaries
Subsidiaries are fully consolidated from the date of acquisition, being
the date on which the Group obtains control, and continue to be
consolidated until the date when such control ceases. The financial
statements of the subsidiaries are prepared for the same reporting
period as the Company, using consistent accounting policies. All intra-
group balances, transactions, unrealised gains and losses resulting
from intra-group transactions and dividends are eliminated in full.
The acquisition method of accounting is used to account for the
acquisition of subsidiaries by the Group. The cost of an acquisition is
measured as the fair value of the assets exchanged, equity instruments
issued and liabilities incurred or assumed at the date the acquisition is
settled. Direct acquisition costs are expensed as incurred.
Intercompany transactions, balances and unrealised gains on
transactions between companies are eliminated. Unrealised losses
are also eliminated unless the transaction provides evidence
of the impairment of the asset transferred. Accounting policies
of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Group.
Foreign currency transactions
Foreign currency transactions are translated into the functional
currency (NZD) using the exchange rates prevailing during the month
of that transaction. Foreign exchange gains and losses resulting from
the settlement of such transactions are recognised in the income
statement. The presentational currency is the New Zealand dollar
(NZD).
Foreign operations
The results and financial position of all the Group entities (none of
which has the currency of a hyper-inflationary economy) that have
a functional currency different from the presentation currency are
translated into the presentation currency as follows:
–Assets and liabilities for each entity's balance sheet within the
Group are translated at the closing rate at the date of that balance
sheet;
–Income and expenses for each entity's income statement
and statement of comprehensive income, are translated at
average exchange rates (unless this average is not a reasonable
approximation of the cumulative effect of the rates prevailing on
the transaction dates, in which case income and expenses are
translated at the rate on the dates of the transactions); and
–All resulting exchange differences are recognised in other
comprehensive income.
Basis of preparation
This section sets out the Group’s accounting policies that apply to the full set of financial statements. Accounting policies
which are limited to a specific note are described in that note.
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35SEEKA LIMITED | ANNUAL REPORT 2022
Critical accounting estimates and judgements
The Group makes estimates and assumptions concerning future
operational and financial performance. By definition, these
assumptions may not always equal actual results. The estimates
and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities are
identified in the notes below. Estimates and judgements are
continually evaluated and are based on historical experience as
adjusted for current market conditions and other factors, including
expectations of future events that are believed to be reasonable under
the circumstances. Assumptions underlying management’s estimates
can be found in the following notes to the financial statements.
NoteArea of estimation or judgement
9.Assets classified as held
for sale
Timing, valuation and recognition of
gain on sale
10.Property, plant and
equipment
Valuation and impairment
assessment
11.Intangible assetsImpairment assessment and CGU
allocation
19.Business combinationValuation on acquisition
Going concern assumption
For the year ended 31 December 2022, the Group’s profitability was
adversely affected by lower kiwifruit crop yields, a wind event in Ōpōtiki,
challenging fruit quality and a tight labour market. The 2023 harvest has
been impacted by a significant frost event, variable bud break in spring
2022, and Cyclone Gabrielle in February 2023, see note 8.
Due to events prior to Cyclone Gabrielle, the Group obtained
agreement from its banking syndicate in December 2022 to modify
two of the financial covenants for the test dates as at 31 December
2022, 30 June 2023 and 31 December 2023.
The Directors have considered the forecast cash flows and covenant
compliance, including the expected impact from Cyclone Gabrielle
on the 2023 harvest. The Directors have concluded that, based on
the current information, there are no material uncertainties that the
Group would not be able to comply with those covenants as at 30 June
2023 and 31 December 2023, which are those within the 12 months
following the approval of the Group’s financial statements.
The key processes and assumptions applied in preparing the forecast
financial covenant compliance for the next 12 months are:
– kiwifruit crop forecasts for the 2023 harvest have been based on
inspections at orchards in late January and early February 2023
– targeted orchard inspections and discussions with affected growers
following Cyclone Gabrielle and making adjustments to the kiwifruit
crop forecasts for the expected crop reductions
– no further significant adverse weather events affecting the 2023
kiwifruit harvest and a normal picking and packing period.
The Group's earnings and cash flows can vary from expectations
due to unanticipated events, and such variations may increase the
possibility of breaching financial covenants. In the event that there was
a potential future or actual breach of financial covenants, the Group
has a number of avenues to manage costs and / or reduce debt. The
Directors have confidence that the banking syndicate would work with
the Group to further revise financial covenants, if that was required.
The Group’s loan facilities expire on 31 January 2024 and 31 January
2025 (see note 17) and there is no indication that these would not be
able to be refinanced at that time.
While there are uncertainties in the near-term financial performance
of the Group, the outlook for the company and the industry remains
positive. Annual crop volumes will grow as previous SunGold licence
releases mature and reach full production, and the continuing release
of new SunGold and RubyRed licences by Zespri.
The financial statements have been prepared on a going concern basis.
Goods and services tax (GST)
The statement of profit or loss and statement of comprehensive
income have been prepared so that all components are stated
exclusive of GST. All items in the statement of financial position are
stated net of GST, with the exception of receivables and payables,
which include GST invoiced.
Impact of standards issued but not yet applied by the
entity
There are no new standards, amendments or interpretations that have
been issued and are effective that are expected to have a significant
impact on the Group.
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ANNUAL REPORT 2022 | SEEKA LIMITED36
Performance
1. Segment information
The Group’s operating segments are entities that engage in business
activities that earn revenues, incur expenses and are reported in a
manner consistent with the internal reports provided to the chief
decision makers, being the Directors, who regularly evaluate the
allocation of resources alongside operational outcomes, such as
EBITDA and EBIT, and are responsible for setting strategic direction.
The Group has five operating segments:
–Four New Zealand segments express the range of complementary
services delivered to New Zealand’s produce industries and the
retail sector.
–A single Australian operating segment covers the integrated supply
chain service for the Group’s Australian-grown fruit.
Direct segment revenues and operating costs are allocated to each
segment. Administration costs, overheads, grower service costs
and other income from the sale of assets recorded in the statement
of profit or loss are allocated to all other segments. Transactions
between segments are conducted at arm’s length and are eliminated
on consolidation.
New Zealand segments
Orchard operations
The Group provides on-orchard management services to orchard
owners who produce kiwifruit, avocado, citrus and kiwiberry crops.
The Group produces kiwifruit, avocado, citrus and kiwiberry from:
–Short term leased orchards (typically three-year rolling contracts)
whereby the Group recovers costs and shares any profits with the
orchard owners.
–Long term leased land which the Group has developed into
productive orchards, pays all development and production costs,
owns all crops for the term of the lease, and shares profit with the
landowner after all costs are recovered from crop proceeds.
–Owned orchards whereby the Group incurs growing and harvest
costs and receives all orchard income from crop sales.
Post harvest operations
The Group provides post harvest services to the kiwifruit, avocado,
citrus, berry, persimmon and kiwiberry industries. This includes all
crops from the Group’s orchard management and lease operations,
plus crops from independent orchard owners.
Retail service operations
The Group provides fruit marketing services in New Zealand and
internationally, particularly in the Australian and Asian markets. This
includes fruit from the Group’s New Zealand based orchard and post
harvest operations. In New Zealand the Group also provides retail and
ripening services for imported fruit, and operates a wholesale market.
Retail service operations include the production and selling of Kiwi
Crush, Kiwi Crushies and avocado oil to the retail sector and hospitals,
along with post harvest services for kiwiberry.
All other segments - New Zealand
This represents the Group’s aggregated administration, grower
services and overhead sections recorded in the statement of profit or
loss and impairment and revaluations of other assets not attributed
directly to any other segment. It also includes the gain on sale from
assets that had been classified as held for sale, and in 2021 the
proceeds from the settlement of the Psa claim with the Crown.
Australian operations
The Group grows, provides post harvest services, and retails all
produce from orchards the Group owns or leases in Australia. The
main products are kiwifruit, nashi pears and European pears, which are
primarily sold in Australia.
This section focuses on the Group’s financial performance and details the contributions made from the individual operating segments.
EBITDA and EBIT
EBITDA is earnings before interest, tax, depreciation, amortisation, impairments and revaluations. EBITDA is an indicator of profitability and
reflects operating cash flow generation.
EBIT is earnings before interest and tax; an indicator of profitability that excludes interest and income tax expenses.
Non-GAAP financial information does not have a standard meaning prescribed by GAAP and therefore may not be comparable to similar financial
information presented by other entities. The Board considers EBITDA and EBIT as useful measures of financial performance for both investors and
management as they are indicators of the Group's operating profitability that remove the impact of tax and the interest expense associated with
debt (EBIT), along with depreciation, amortisation and revaluation expenses associated with the Group's large investments in fixed and leased
assets (EBITDA).
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37SEEKA LIMITED | ANNUAL REPORT 2022
The following table details the operating segments at balance date.
New ZealandAustraliaGroup
New Zealand dollars
Orchard
operations
$000s
Post harvest
operations
$000s
Retail service
operations
$000s
All other
segments
$000s
Australian
operations
$000s
Total
$000s
2022
Income statement
Turnover
1
80,526 233,755 54,418 1,054 13,979 383,732
Gross segment revenue
80,589 237,297 19,072 1,054 13,979 351,991
Eliminations
( 63) ( 3,541) - - - ( 3,604)
Total segment revenue
80,526 233,756 19,072 1,054 13,979 348,387
EBITDA
2
4,556 58,979 794 ( 19,231) 981 46,079
Depreciation expense
4
( 1,001) ( 12,020) ( 337) ( 1,622) ( 1,075) ( 16,055)
Lease depreciation expense
5
( 1,311) ( 5,636) ( 616) ( 1,118) ( 835) ( 9,516)
Impairment of property, plant and equipment
- ( 144) - - -( 144)
Impairment of biological assets
----(191)( 191)
Impairment of intangible assets
- - ( 681) - - ( 681)
Amortisation of intangible assets
- - - ( 406) - ( 406)
EBIT
3
2,244 41,179 ( 840) ( 22,377) ( 1,120) 19,086
Lease interest expense
5
( 422) ( 2,217) ( 307) ( 412) ( 931) ( 4,289)
EBIT
3
(after lease interest expense)
1,822 38,962 ( 1,147) ( 22,789) ( 2,051) 14,797
Interest expense
6
---( 6,000) ( 1,204) ( 7,204)
Tax charge on profit
---( 2,067) 978 ( 1,089)
Profit / (loss) after tax
1,822 38,962 ( 1,147) ( 30,856) ( 2,277) 6,504
Balance sheet
Segment assets
84,881 360,366 11,482 36,613 54,527 547,869
Total assets
84,881 360,366 11,482 36,613 54,527 547,869
Segment liabilities
44,642 145,053 12,394 40,066 34,771 276,926
Total liabilities
44,642 145,053 12,394 40,066 34,771 276,926
2021
Income statement
Turnover
1
77,070 195,908 68,000 1,122 13,867 355,967
Gross segment revenue
77,157 199,667 21,602 1,122 13,867 313,415
Eliminations
( 87) ( 3,759) - - - ( 3,846)
Total segment revenue
77,070 195,908 21,602 1,122 13,867 309,569
EBITDA
2
5,248 61,557 2,318 ( 13,974) 1,641 56,790
Depreciation expense
4
( 773) ( 11,375) ( 356) ( 1,771) ( 910) ( 15,185)
Lease depreciation expense
5
( 1,468) ( 4,365) ( 600) ( 697) ( 813) ( 7,943)
Impairment of property, plant and equipment
- ( 1,188) - - - ( 1,188)
Amortisation of intangible assets
- ( 11) - ( 277) ( 6) ( 294)
EBIT
3
3,007 44,618 1,362 ( 16,719) ( 88) 32,180
Lease interest expense
5
( 741) ( 2,187) ( 324) ( 385) ( 973) ( 4,610)
EBIT
3
(after lease interest expense)
2,266 42,431 1,038 ( 17,104) ( 1,061) 27,570
Interest expense
6
---( 3,382) ( 700) ( 4,082)
Tax charge on profit
---( 9,334) 706 ( 8,628)
Profit / (loss) after tax
2,266 42,431 1,038 ( 29,820) ( 1,055) 14,860
Balance sheet
Segment assets
73,676 316,088 11,671 33,147 47,687 482,269
Total assets
73,676 316,088 11,671 33,147 47,687 482,269
Segment liabilities
38,853 108,415 14,665 30,647 43,198 235,778
Total liabilities
38,853 108,415 14,665 30,647 43,198 235,778
1. Turnover is a non-GAAP measure, see calculations in note 2.
2. EBITDA, a non-GAAP measure, is earnings before interest, tax,
depreciation, amortisation, impairments and revaluations.
3. EBIT, a non-GAAP measure, is earnings before interest and tax.
4. Depreciation includes the depreciation of fixed assets.
5. Lease interest and lease depreciation are as a result of NZ IFRS 16
Leases, see note 13.
6. Interest includes finance costs for borrowings.
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ANNUAL REPORT 2022 | SEEKA LIMITED38
The following table reconciles segment EBITDA before and after applying NZ IFRS 16.
New ZealandAustraliaGroup
New Zealand dollars
Orchard
operations
$000s
Post harvest
operations
$000s
Retail service
operations
$000s
All other
segments
$000s
Australian
operations
$000s
Total
$000s
2022 - EBITDA
EBITDA pre NZ IFRS 16
1,376 52,836 ( 51) ( 20,535) ( 1,067) 32,559
NZ IFRS 16 lease costs
3,180 6,143 845 1,304 2,048 13,520
EBITDA after applying NZ IFRS 16
4,556 58,979 794 ( 19,231) 981 46,079
2021 - EBITDA
EBITDA pre NZ IFRS 16
2,379 55,318 1,495 ( 14,912) ( 193) 44,087
NZ IFRS 16 lease costs
2,869 6,239 823 938 1,834 12,703
EBITDA after applying NZ IFRS 16
5,248 61,557 2,318 ( 13,974) 1,641 56,790
2. Turnover
The following table reconciles turnover to revenue.
New Zealand dollars
2022
$000s
2021
$000s
Turnover
383,732 355,967
Value of sales made as agent
( 35,345) ( 46,398)
Revenue
348,387 309,569
Turnover
The Board considers turnover a useful measure of the Group's operating activity as it represents the total transactional value of goods and
services provided to external customers during the year. As such turnover includes the value of fruit sales made on behalf of growers and suppliers
where the Group acts as the agent, and is considered the supplier by the purchasing party. This includes all produce sales both local and export.
3. Revenue and other income
New Zealand dollarsNotes
2022
$000s
2021
$000s
Total revenue
348,387 309,569
Other income
Interest
16 67
Gain on sale of assets classified as held for sale
9
364 331
Grower share loyalty scheme
21
( 9) ( 446)
Dividends received
79 190
Increase in fair value of irrigation water rights
- 173
Proceeds from settlement of Psa claim
- 7,644
Other income
305 487
Total other income
755 8,446
Total revenue and other income
349,142 318,015
During the year the Group recognised $0.01m of costs relating to the measurement of the grower share scheme issued based on the Black Scholes
Model (Dec 2021 - $0.45m).
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39SEEKA LIMITED | ANNUAL REPORT 2022
Accounting policies
The Group’s major revenue streams are post harvest operations,
orchard management, retail services and Australian operations in
accordance with NZ IFRS 15: Revenue from contracts with customers (NZ
IFRS 15).
Post harvest
The Group enters into two standardised post harvest contracts:
–The first has two performance obligations; to collect the supply
of fruit via picking and transportation, and maturity testing. The
charges are separated in the contract. All revenue is recognised
when the service is performed.
–The second has three performance obligations; to pack fruit, to cool
and dispatch fruit, and to sell class 2 fruit to authorised markets.
These are stand-alone services provided by the Group. Each
performance obligation has a separate transaction price detailed in
the contract and the obligations are recognised when services are
performed; packing revenue as fruit is packed, cooling revenue as
fruit is loaded out from cool storage, and class 2 as fruit is sold and
delivered.
Orchard management
The Group enters into two orchard management contracts that are
largely standardised:
–The first has one performance obligation; to manage fruit growing.
Revenue is recognised as the service is performed and calculated
at cost plus a margin per the contract or at a fixed per-hectare
charge. The management fee included in the contract is recognised
evenly over the contract's 12 month period. An incentive fee is only
recognised when agreed orchard gate return (OGR) targets are
achieved and an incentive would be receivable.
–The second has one performance obligation; to collect the supply
of fruit on short term and long term managed orchards. The
transaction price is determined using a forecasted OGR. Revenue
is recognised when crops are picked (in the June half year accounts
for kiwifruit).
Retail services
The Group enters into three retail service contracts which are
customised to the service being offered (such as ripening or fruit sales):
–The first has one performance obligation; to sell fruit on the owner’s
behalf. As the sales agent, the Group only collects a marketer’s
commission which is recognised when the fruit is sold and delivered.
–The second has one performance obligation; to either store or ripen
fruit. Revenue is recognised as the fruit is stored or ripened.
–The third has one performance obligation; to provide ordered
product. The transaction price is based on the agreed price (either
in writing or verbally) with revenue recognised when the fruit is sold
and delivered.
Australia
The Group has one type of contract that is entered by the Australian
business; for the sale and supply of fruit.
–The fruit sale and supply contacts are entered on a one-to-one basis
with the fruit purchaser and are largely standardised. They have one
performance obligation; to provide the fruit to the customer. The
transaction price is based on the agreed price (either in writing or
verbally) and recognised when the fruit is sold and delivered.
Contracts from acquired businesses
All revenue contracts acquired as part of the Orangewood Limited
(Orangewood) and NZ Fruits Limited (NZ Fruits) acquisitions, (see
note 19) are substantially similar in nature to Seeka’s current revenue
contracts.
Principal versus agent relationship
A principal relationship is one where the Group has the performance
obligation to provide the good or service directly and has control of the
asset or has a right to direct the asset. An agency relationship is one
where the performance obligation is to arrange for the good or service
on behalf of the supplier. The Group currently has agent relationships
for the sale of some fruit and vegetables in the retail services segment.
Impact of seasonality
Group revenues are generated from seasonal horticultural operations,
with post harvest revenues recognised as services are provided and
orcharding revenues recognised once the fruit is harvested. Retail
revenues are generated at the point of sale. In New Zealand kiwifruit
are harvested from March to June, avocados from July to February, and
kiwiberry from February to March. In Australia nashi and European
pears are harvested January to March, and kiwifruit from March to
May. As a result of these harvest timings around 60~70% of orchard
revenues are recognised in the first six months of the financial year.
Due to seasonal fluctuations, the timing of the provision of post
harvest services can vary from year to year, however normally 70~80%
is recognised in the first six months of the financial year, but can be
impacted by seasonal fluctuations.
Irrigation water rights
Water allocation rights are carried at fair value supported by the
value of the traded rights on a recognised exchange or market at
measurement date. Annual water allocation rights are recognised as
a current asset when they are allocated to the Group's permanent
water shares from the first of July each year by the Victorian Water
Register, and are subsequently expensed when the entitlement is
used to irrigate orchards. Any gain on revaluation is recognised in the
statement of profit or loss.
Interest income
Interest income is recognised on a time-proportion basis using the
effective interest method.
Dividend income
Dividend income is recognised when the right to receive payment is
established.
Gain on sale of assets classified as held for sale
The gain on sale of assets classified as held for sale is recognised when
a sale and purchase agreement is unconditional and the consideration
is paid or payable at that date.
Proceeds from settlement of kiwifruit Psa claim
The income relating to the proceeds from the settlement of the
kiwifruit Psa claim from the Crown was recognised in 2021 when
the claim was settled and the amount was confirmed as received or
receivable.
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ANNUAL REPORT 2022 | SEEKA LIMITED40
4. Cost of sales and operating expenses
New Zealand dollarsNotes
2022
$000s
2021
$000s
Operating materials and services
192,855 163,029
Direct employee benefits
87,188 71,861
Decrease in fair value of biological assets - crop
12
35 1,447
Total cost of sales
280,078 236,337
Total other employee benefits
12,476 12,491
General administrative expenses
8,587 7,883
Audit fees paid to principal auditors - paid on a Group basis
529 493
Tax compliance and consulting (2021: tax compliance, consulting, planning, structuring and
due diligence) fees paid to principal auditors
12 242
Tax pooling services paid to principal auditors
12 13
Debt covenant compliance agreed upon procedures paid to principal auditors
7 6
Acquisition and restructuring costs
419 1,784
Directors' fees and expenses
624 536
Short term lease expenses
1,376 1,676
Decrease in value of irrigation water rights
97 -
Total other costs
24,139 25,124
Depreciation expense
10
16,055 15,185
Lease depreciation expense
13
9,516 7,943
Amortisation of intangible assets
11
406 294
Impairments and revaluations
Impairment of property, plant and equipment
10
144 1,188
Impairment of biological assets
191-
Impairment of intangible assets
11
681 -
Total impairment and revaluation
1,016 1,188
Interest expense
7,204 4,082
Lease interest expense
13
4,289 4,610
Total expenses
342,703 294,763
During the year the Group recognised $0.04m of costs relating to the measurement of the employee share schemes issued based on the Black
Scholes Model (Dec 2021 - $0.15m).
Accounting policies
Operating expenses are recognised in the statement of profit or loss as incurred, except where future economic benefits arise and they are
recorded as a prepayment.
Wages and salaries, annual leave and sick leave
Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within 12 months of the reporting date, are
recognised in other payables. The employee liabilities are measured at the amounts expected to be paid when settled. Liabilities for non-accumulating
sick leave are recognised when the leave is taken and measured at the rates paid or payable.
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41SEEKA LIMITED | ANNUAL REPORT 2022
5. Reconciliation of net operating surplus after taxation with cash flows from operating activities
New Zealand dollars
2022
$000s
2021
$000s
Net operating surplus after taxation
6,504 14,860
Add non cash items:
Depreciation
16,055 15,185
Lease depreciation
9,516 7,943
Impairment of biological assets
191 -
Impairment of intangible assets
681 -
Impairment of property, plant and equipment
144 1,188
Revaluation of employee share scheme
38 153
Revaluation of grower share scheme
9 446
Movement in deferred tax
4,431 5,236
Movement in fair value of biological assets - crop
35 1,447
Amortisation of intangible assets
406 294
31,506 31,892
Add / (less) items not classified as an operating activity:
(Loss) / gain on sale of property, plant and equipment
( 138) 12
Gain on sale of assets classified as held for sale
( 364) ( 332)
Increase / (decrease) in current water allocation account
133 ( 319)
( 369) ( 639)
(Increase) / decrease in working capital:
(Decrease) in accounts payable
( 3,730) ( 7,042)
(Increase) / decrease in accounts receivable/prepayments
(6,725) 6,167
(Increase) / decrease in inventory
( 2,593) 940
(Decrease) in taxes due
( 12,465) ( 4,594)
( 25,513) ( 4,529)
Net cash flow from operating activities
12,128 41,584
Accounting policies
Cash flows statements are prepared using the direct approach. Cash and cash equivalents are shown exclusive of GST.
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ANNUAL REPORT 2022 | SEEKA LIMITED42
6. Income tax expense
New Zealand dollarsNotes
2022
$000s
2021
$000s
a. Current tax expense
Current year
1,410 8,454
Prior period adjustment
214( 589)
Total current tax expense
1,6247,865
Deferred tax expense
7
Origination and reversal of temporary differences
598 ( 1,566)
Prior period adjustment
( 1,133)2,329
Total deferred tax expense
( 535)763
Total income tax expense
1,089 8,628
b. Numerical reconciliation of income tax expense to prima facie tax payable
Profit before income tax expense
7,593 23,488
Tax at the New Zealand tax rate of 28%
2,126 6,577
Tax at the Australian tax rate of 30%
( 60)( 37)
Tax effect of amounts which are not deductible (taxable) in calculating taxable income
63 432
Benefit of tax credits
( 121)( 84)
(Over) provision in prior years - temporary differences
( 919)1,740
Income tax expense
1,089 8,628
c. Imputation credit account
Imputation credits available for use in subsequent reporting periods
27,742 28,265
The above amounts represent the balance of the imputation account as at the end of the reporting
period, adjusted for:
a. Imputation credits that will arise from the payment of the amount of the provision for income tax
b. Imputation debits that will arise from the payment of dividends recognised as a liability at the
reporting date; and
c. Imputation credits that will arise from the receipts of dividends recognised as receivables at the
reporting date.
d. Current tax (liability) / receivable
Opening balance of current tax (liability)
( 7,463) ( 6,952)
Current tax liability acquired via acquisition
19
( 653) ( 1,212)
Adjustments for prior periods
( 214) 589
Current year tax
( 1,410) ( 8,454)
Less tax paid
9,3628,610
Exchange differences
41 ( 44)
Current tax (liability)
( 337) ( 7,463)
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43SEEKA LIMITED | ANNUAL REPORT 2022
Accounting policies
Income tax expense comprises both current and deferred tax and is recognised in the statement of profit or loss.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date,
and any adjustment to the tax payable in respect of previous years.
Deferred tax is recognised using the balance sheet method, providing for temporary differences between the tax losses of assets and liabilities
and their carrying amounts in the financial statements. Deferred tax is not accounted for if it arises from initial recognition of an asset or liability
in a transaction other than a business combination and that affects neither accounting or taxable profit. Differences relating to investments in
subsidiaries and jointly controlled entities are not recognised to the extent that they probably will not reverse in the foreseeable future.
Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that
have been enacted or substantively enacted at balance date.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary
differences can be utilised.
7. Deferred tax
Deferred tax assets and liabilities are offset when there is a legally-enforceable right to offset current tax assets against current tax liabilities and
when the deferred income taxes relate to the same fiscal authority.
The following table details the offset amounts.
New Zealand dollarsNotes
2022
$000s
2021
$000s
Net deferred tax liabilities:
Opening balance
18,373 13,137
Deferred tax liability acquired via acquisition
19
2261,865
Adjustments for prior periods
( 1,133)2,329
Exchange differences
( 26) 18
Charged to the statement of profit or loss
598 ( 1,566)
Charged to revaluation reserve
3,653 2,553
Debited to hedge reserve
1,113 37
Closing balance at end of year
22,804 18,373
The balance comprises temporary differences attributable to:
Temporary differences on non-current assets
22,712 21,574
Current liabilities
( 2,094)( 4,749)
Prepayments and accrued income
2,186 1,548
Total deferred tax liability
22,804 18,373
Deferred tax assets are recognised for tax loss carry-forwards to the extent that the realisation of the related tax benefit through the future
taxable profits is probable. No amounts were recognised at balance date and there were no unrecognised tax losses (Dec 2021 - Nil).
The deferred tax liability recognised in the financial statements does not represent the tax that would be payable on the disposal of the buildings;
actual tax payable is limited to the reversal of tax depreciation claimed on that asset in prior period tax returns.
8. Events occurring after balance date
Cyclone Gabrielle
From 13 to 15 February 2023, Cyclone Gabrielle brought severe wind and rain over much of New Zealand's North Island. A number of the Group's
kiwifruit and avocado growing regions felt the force of Cyclone Gabrielle.
The Group is undertaking an initial impact assessment, but a complete understanding of the full extent of the impact on the 2023 crops will likely
remain unknown until the fruit is harvested.
The Group's core Bay of Plenty kiwifruit growing region was spared the worst of the weather and was not materially impacted by the event.
However, the Hawke’s Bay, Gisborne, Coromandel and Kerikeri regions had varying degrees of impact, with Hawke’s Bay being worst hit.
Approximately 5% of the Group's kiwifruit supply is grown in the Hawke’s Bay region. The Group will continue to assess the impact of the cyclone
and will update the market if it identifies a material loss.
The Group has made an initial assessment of its major assets and has not identified any significant damage.
Harvest 2023 kiwifruit volumes are expected to be lower than the 2022 harvest year due to an early season frost, variable bud break and now
this cyclone. The Group's response to this circumstance includes a reduction to the 2023 capital expenditure programme and a focus on reducing
costs in line with the lower crop expectation.
There are no other material events occurring subsequent to balance date requiring adjustment to, or disclosure in, the financial statements.
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ANNUAL REPORT 2022 | SEEKA LIMITED44
Assets
How Seeka allocates resources across its operations
This section focuses on the physical and intangible assets used by the Group to operate the business, deliver benefits to
stakeholders, add new income streams and generate revenues. Assets include post harvest facilities, retail service facilities,
and software. Assets also include Group-owned land, vines, trees and crop on Group-owned and leased orchards. The Group
also has interests in water shares, leases and goodwill arising from Group acquisitions.
Disclosures are made on additions, disposals, revaluations, depreciation, impairments and amortisation.
9. Assets classified as held for sale
New Zealand dollarsNotes
2022
$000s
2021
$000s
Opening balance at 1 January
1,898 3,844
SunGold licence transferred from intangible assets
11
491 -
Water shares transferred from intangible assets
11
3,283-
Transfers from property, plant and equipment
10
1,915 -
Development costs incurred
313 33
Sales settled by third parties at carrying value
( 1,607) ( 1,979)
Total assets classified as held for sale
6,293 1,898
The following table details the assets classified as held for sale by asset class.
New Zealand dollars
2022
$000s
2021
$000s
Asset class
Land and buildings
943 734
Property, plant and equipment
380 319
Intangible assets
3,783 304
Bearer plants
645 541
Bearer plants under development
542 -
Total assets classified as held for sale
6,293 1,898
At 31 December 2022, 16.6 hectares of Northland orchards (Dec 2021 - 13.5 hectares) owned by Seeka were classified as held for sale. During the
year three additional properties including, one 3.5 hectare orchard in Ōpōtiki, were classified as held for sale, with two subsequently sold within the
year. No growing costs have been attributed to the remaining orchards at 31 December 2022 as they are valued on a crop-off basis.
At 31 December 2022, 750ML of permanent water entitlement in Victoria, Australia, was classified as held for sale (Dec 2021 - Nil). The sale of
the water entitlement settled on 22 February 2023 for a consideration of $3.08m AUD.
All assets classified as held for sale are included in the orchard operations segment, apart from $3.3m related to the water entitlement (Dec 2021
- Nil) which was included in the Australian operations segment.
Assets are classified as held for sale when their carrying amount will be recovered principally through a sale transaction rather than through
continuing use. This condition is met when the sale is highly probable and the assets are available for immediate sale in their present condition,
and the Group is committed to the sale and expects it to be completed within one year from the date of classification. The accounting standard
allows for the period to extend past 12 months if the circumstances causing the delay are out of Seeka's control. As at 31 December 2022 one
orchard of 13.5 hectares (Dec 2021 - one orchard of 13.5 hectares) has taken longer than 12 months to find a willing buyer, however Seeka remains
committed to selling the property and a sale is anticipated within the next 12 months. Assets classified as held for sale are recorded at the lower of
the carrying value or fair value less costs to sell.
Critical accounting estimates and judgements
The Group used judgement to recognise the remaining orchards as held for sale, despite one being held for sale for greater than 12 months.
This judgement is based on the ability to obtain a buyer for the assets classified as held for sale. This is impacted by external real estate market forces
and changes to this estimate may result in the balance being reclassified to a non-current asset.
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45SEEKA LIMITED | ANNUAL REPORT 2022
10. Property, plant and equipment
New Zealand dollars
Land and
buildings
$000s
Plant and
equipment
$000s
Motor
vehicles
$000s
Bearer
plants
$000s
Assets under
construction
$000s
Total
$000s
At 1 January 2021
Cost or valuation
186,565 112,652 1,281 25,453 3,864 329,815
Accumulated depreciation and impairment
( 15,989) ( 65,108) ( 708) ( 2,760) ( 218) ( 84,783)
Net book amount
170,576 47,544 573 22,693 3,646 245,032
Year ended 31 December 2021
Opening net book amount
170,576 47,544 573 22,693 3,646 245,032
Additions from business combination
43,960 11,926 476 632 262 57,256
Additions and transfers - net
6,916 7,260 537 7,234 6,410 28,357
Depreciation
( 6,791) ( 7,618) ( 246) ( 530) - ( 15,185)
Disposals
( 191) ( 192) ( 47) - - ( 430)
Impairment
- ( 1,013) - - ( 175) ( 1,188)
Revaluation
14,088 - - - - 14,088
Foreign exchange
( 41) ( 17) ( 1) ( 40) ( 1) ( 100)
Closing net book amount
228,517 57,890 1,292 29,989 10,142 327,830
At 1 January 2022
Cost or valuation
251,297 131,630 2,247 33,278 10,537 428,989
Accumulated depreciation and impairment
( 22,780) ( 73,740) ( 955) ( 3,289) ( 395) ( 101,159)
Net book amount
228,517 57,890 1,292 29,989 10,142 327,830
Year ended 31 December 2022
Opening net book amount
228,517 57,890 1,292 29,989 10,142 327,830
Additions from business combination
12,900 5,955 64 - - 18,919
Additions and transfers - net
4,126 13,195 1,040 5,228 10,774 34,363
Depreciation
( 7,132) ( 8,316) ( 294) ( 313) - ( 16,055)
Disposals
( 4) ( 139) ( 221) ( 114) - ( 478)
Impairment
- - - ( 144) - ( 144)
Revaluation
13,118 - - - - 13,118
Reclassification to assets classified as held
for sale
( 644) - - ( 1,271) - ( 1,915)
Foreign exchange
57 26 1 66 - 150
Closing net book amount
250,938 68,611 1,882 33,441 20,916 375,788
At 31 December 2022
Cost or valuation
280,850 150,667 3,131 37,187 21,311 493,146
Accumulated depreciation and impairment
( 29,912) ( 82,056) ( 1,249) ( 3,746) ( 395) ( 117,358)
Net book amount
250,938 68,611 1,882 33,441 20,916 375,788
Assets under construction are assets that are yet to be capitalised and
are not depreciated. When the asset is ready for use it is transferred
to the appropriate asset class. At 31 December 2022, assets under
construction relate to the Transcool coolstore construction, and further
investment relating to packhouse automation.
Land and buildings
Land and buildings are revalued to their estimated market value on a
three-year rolling cycle (excluding assets under construction), plus
any subsequent additions at cost, less subsequent depreciation for
buildings. In New Zealand valuations are undertaken by CBRE Limited
t/a Telfer Young from CBRE, independent registered valuer.
In Australia valuations were undertaken by Opteon (Goulburn North
East Vic) Pty Ltd, independent valuers based in Victoria, Australia. All
Australian land and buildings were revalued at 31 December 2022.
The valuers consider four different approaches in concert to arrive at
a fair value;
1. Direct replacement cost - adds the value of the land to the
replacement cost of the buildings and other improvements based on
the current cost of construction less depreciation based on the age
of the building with an allowance for physical depreciation. Specific
consideration is given to the 'optimised depreciated replacement
cost' methodology.
2. Sales comparison - considers sales of other comparable properties.
3. Capitalisation of rentals - assumes a hypothetical lease of the property
with a current market rental being established and capitalising this
at an appropriate rate of return that would be expected by a prudent
investor. The 2022 year saw capitalisation rates decrease between
0.25% - 1.50% since the previous valuations of the same properties,
some of which may have been up to three years prior.
4. Discounted cash flow - a variation of the investment method
whereby it takes the current market rental calculated under the
investment method and forecasts net cash flows over a ten-year
period. Cash flows are adjusted for expected growth in market rentals
and estimated costs incurred to maintain land and buildings in
operational use. This method assumes land and buildings are sold in
the terminal year (year 11).
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ANNUAL REPORT 2022 | SEEKA LIMITED46
The following table details the gain on revaluation of land and buildings recognised in the revaluation reserve, net of tax, of $9.74m in the year ended
31 December 2022 (Dec 2021 - $11.54m).
New Zealand dollars
Land
$000s
Buildings
$000s
Total
$000s
Land and buildings revaluation reserve
3,000 6,736 9,736
As a consequence of the building revaluations conducted December 2022, $6.38m (Dec 2021 - $3.45m) of accumulated depreciation was offset
directly against the assets' cost or valuation, prior to revaluation.
During the year the Group reviewed and estimated the useful lives of its buildings. The result of this review was an increase of the useful lives of
the buildings to align them all with a 50 year useful life from the date of the estimate. This has standardised the useful lives of the buildings, but
they remain within the useful life range of the existing accounting policy. This change in useful lives took effect from 1 July 2022. The effect of the
change was to decrease depreciation in the second half of the year by $1.2m, compared to what the depreciation would have been if no changes
had been made. This will have a similar effect on future periods.
The following table details the depreciated value of land and buildings if they were to be stated on a historical cost basis.
New Zealand dollars
2022
$000s
2021
$000s
Cost
251,959 234,937
Accumulated depreciation
( 56,783) ( 49,227)
Depreciated historical cost
195,176 185,710
Net book amount
250,938 228,517
Accounting policies
Bearer plants
Bearer plants are the Group's investment in kiwifruit vines, pear, avocado
and other fruiting vines and trees on Group-owned and leased land.
Bearer plants are stated at historical cost less depreciation. Historical
cost includes all costs incurred to purchase or establish the asset.
Land and buildings
Land and buildings are shown at fair value, based on periodic, but at
least triennial valuations by independent valuers, plus any subsequent
improvements at cost, less depreciation. At each annual balance date,
no less than one third of assets classified as land and buildings are
revalued and those valuations are used to assess the appropriateness
of the carrying values of all land and building assets held by the Group,
which effectively revalue all land and buildings annually. Revaluations
are performed more frequently if changing industry conditions may
cause their carrying value to differ significantly from fair value. Any
accumulated depreciation at the date of revaluation is eliminated
against the gross carrying amount of the asset and the net amount is
restated to the revalued amount of the asset.
Changes in the carrying amounts arising on revaluation of land and
buildings are accounted for through comprehensive income and other
reserves, except where an asset's assessed fair value is less than the
original cost, in which case the change is recognised in the statement of
profit or loss.
Property, plant and equipment
All other property, plant and equipment are stated at historical
cost less depreciation. Historical cost includes all costs incurred to
purchase the asset.
Subsequent additions at cost are included in the asset’s carrying value or
recognised as a separate asset, as appropriate, only when it is probable
that future economic benefits associated with the item will flow to
the Group and the cost of the item can be measured reliably. All other
repairs and maintenance are charged to the statement of profit or loss
during the financial period in which they are incurred.
Asset impairments are recognised in the statement of profit or loss.
Depreciation
Land is not depreciated. Depreciation on other assets is calculated
using the straight line or diminishing value method to allocate their
cost or revalued amounts, net of their residual values, over their
estimated useful lives. The depreciation of bearer plants on leased
land orchards is aligned to the term of the lease.
The estimated useful lives of assets from revaluation date are:
– Buildings 20 - 50 years
– Machinery 10 - 20 years
– Vehicles 2 - 15 years
– Furniture, fittings and equipment 3 - 10 years
– Bearer plants 5 - 50 years
Significant unobservable inputs inherit in the land and building
valuation process include potential comparative market rentals, the
market rental capitalisation rates and discount rates. The higher the
rental rate, the higher the fair value, and the higher the capitalisation
or discount rate, the lower the fair value. Significant changes in either
of these inputs would result in significant changes to the fair value
measurement. See below;
1. Market rental rates - Packhouse rental rates as described in the
valuation reports obtained in 2022 between $60/m
2
- $130/m
2
(Dec
2021 - $47.50/m
2
- $66.45/m
2
). Coolstore rental rates were between
$0.40/tray - $0.65/tray (Dec 2021 - $0.36/tray - $0.60/tray)
2. Rental capitalisation rates - Capitalistion rates as described in the
valuation reports obtained in 2022 were between 6.00% – 8.75%
(Dec 2021 - 6.50% - 9.00%).
3. Discount rates – Discount rates as described in the valuation rates
obtained in 2022 were between 6.50% - 9.00% (Dec 2021 – 7.00%
- 9.25%).
The net book value of land is $47.41m (Dec 2021 - $36.87m) and
buildings is $203.53m (Dec 2021 - $191.65m), see note 29.
Impairment of bearer plants
For the year ended 31 December 2022, $0.14m of assets were
impaired (Dec 2021 - Nil). This related to the impairment of
capitalised structures on a long-term-leased orchard.
Impairment of plant and equipment
For the year ended 31 December 2022, the Group did not impair
any fixed assets. For the year ended 31 December 2021, the Group
impaired the following fixed assets:
–Coolstore facilities at Transcool in preparation for the construction
of a new five-high, semi-automated, coolstore facility
–An existing canopy at KKP packhouse in preparation for the
construction of the packhouse extension
–Decommissioning of the existing 10 lane grader at KKP to be
replaced by a new MAF Roda grader
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47SEEKA LIMITED | ANNUAL REPORT 2022
11. Intangible assets
New Zealand dollarsNotes
Software
$000s
Goodwill
$000s
Water shares
$000s
Other
intangibles
$000s
Total
$000s
At 1 January 2021
Cost
3,147 10,963 8,310 - 22,420
Accumulated amortisation and impairment
( 2,767) ( 2,031) - - ( 4,798)
Net book amount
380 8,932 8,310 - 17,622
Year ended 31 December 2021
Opening net book amount
380 8,932 8,310 - 17,622
Additions
761 - 184 - 945
Additions from business combination
19
82 8,249 - 555 8,886
Disposals
( 7) - - - ( 7)
Foreign exchange
- - ( 73) - ( 73)
Amortisation
( 261) - - ( 33) ( 294)
Closing net book amount
955 17,181 8,421 522 27,079
At 1 January 2022
Cost
3,983 19,212 8,421 555 32,171
Accumulated amortisation and impairment
( 3,028) ( 2,031) - ( 33) ( 5,092)
Net book amount
955 17,181 8,421 522 27,079
Year ended 31 December 2022
Opening net book amount
955 17,181 8,421 522 27,079
Additions
395 - - - 395
Additions from business combination
19
- 3,681 - - 3,681
Transfers from investments in financial assets
- - -377 377
Revaluation
- - 212 - 212
Impairment
- ( 681) - - ( 681)
Foreign exchange
2 - 49 - 51
Reclassification to assets classified as held for sale
9
- - ( 3,283) ( 491) ( 3,774)
Amortisation
( 375) - - ( 31) ( 406)
Closing net book amount
977 20,181 5,399 377 26,934
At 31 December 2022
Cost
4,380 22,212 5,399 377 32,368
Accumulated amortisation and impairment
( 3,403) ( 2,031) - -( 5,434)
Net book amount
977 20,181 5,399 377 26,934
The amortisation period of software is four to five years.
Critical accounting estimates and judgements
At 31 December 2022, 42% (Dec 2021 - 44%) of Seeka's New Zealand land and building portfolio was revalued in line with policy. From 1 July 2022
the Group has reviewed the useful lives of its buildings and noticed many that required evaluation, while remaining within the policy above. The impact
of this evaluation in 2022 is an increase in useful lives and a $1.2m decrease in depreciation charged in the period.
All building useful lives remain within the policy above with it remaining unchanged. Seeka operates in the food production industry, which remained
stable with a high demand for healthy foods during the Covid-19 pandemic. Properties situated in the Bay of Plenty are also expected to be less affected
than other regions given the ongoing strength of horticulture and agriculture businesses.
Sensitivity analysis suggests the remaining properties that were not revalued this year could cause a movement in land and buildings of between 5.5-
6.5%. This is not considered a material movement in land and building values.
Asset residual values and useful lives are reviewed, and adjusted
if appropriate, at balance date and an asset’s carrying amount is
immediately written down to its recoverable amount.
Gains and losses on disposals are determined by comparing proceeds
with the carrying amount, and any gain or loss is included in the
statement of profit or loss. When revalued assets are sold, the amounts
included in the revaluation reserve in respect of those assets are
transferred to retained earnings.
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The following table details the key assumptions used for value-in-use calculations and the recoverable amount.
Group cash generating unitsOperating segment
Goodwill
carrying
amount
pre impairment
$000s
Goodwill
carrying
amount
post impairment
$000s
Pre tax
discount rate
1
EBITDA
6
growth rate
1-5 years
Terminal
growth rate
2
2022
Post harvest Post harvest operations
20,181 20,181 12.5%2% - 36%
3
2.0%
SeekaFresh Retail services operations
437 - 14.4%40% - 203%
5
2.0%
Kiwi Crush Retail services operations
244 - 14.4%0% - 9%
6
2.0%
2021
Bay of Plenty post harvest Post harvest operations
14,663 14,663 11.1%2% - 8%
3
1.0%
Northland post harvest Post harvest operations
1,841 1,841 12.5%3% - 18%
4
1.0%
SeekaFresh Retail services operations
433 433 12.5%4 - 10%
5
2.0%
Kiwi Crush Retail services operations
244 244 12.5%2%
6
2.0%
The following table details how water shares would be stated on the historical cost basis.
New Zealand dollars
2022
$000s
2021
$000s
Cost
1,436 4,719
Amortised cost
1,436 4,719
Net book amount
5,399 8,421
Water shares are an integral part of land and irrigation infrastructure
required to grow pears, kiwifruit and other annual crops in Australia
and are carried at fair value based on the closing water share market
price. The movement in the fair value is recognised in the statement
of comprehensive income. There was a gain in the fair value of water
shares in the year ended 31 December 2022 of $0.21m (Dec 2021 - Nil).
Impairment tests for goodwill
At 31 December 2022, the Group's market capitalisation was $128.1m
compared to net assets of $270.9m. As a result, an impairment test
was performed on all cash generating units (CGUs), in addition to
CGUs with goodwill balances to ensure that future cash flows of the
CGUs and Group support the fair value of the assets.
Goodwill represents the 2022 acquisition of NZ Fruits, the 2021
acquisitions of Ōpōtiki Packing and Cool Storage Limited (OPAC) and
Orangewood Limited, the 2019 acquisition of Aongatete Coolstores
Limited, the 2018 acquisition of the Northland business, the
previously-acquired Glassfields business (now named SeekaFresh) and
the acquisition of the Kiwi Crush and Kiwi Crushies product ranges.
The recoverable amount is based on the net present value of the
five-year after-tax cash flow projection (value-in-use), with a terminal
value beyond five years. Cash flows beyond the five year period
are extrapolated using estimated growth rates and discount rates
stated in this note. The assumptions used for the analysis of the net
present value of forecast gross margin for the cash generating unit is
determined based on past performance and the Board's expectations
of future market dynamics, plus the Group's five year financial plans.
The impact of a frost event in spring 2022 along with a lower forecast
yield as a result of variable bud break is forecasted to reduce the volume
harvested in FY23. The effect of these events have been incorporated
into the impairment tests. The impact of climate change has also been
incorporated to the extent that it impacts the forecasts and considered
as part of scenario planning from an operational capacity planning
perspective. Any financial impact of climate change is expected to fall
outside of the planning period given the long-term nature of climate
change. However, scenario planning is being carried out across the
Company to prepare for the impact of climate change on future yields,
varieties and growing methods. Seeka has a long history of adapting
to the environment, such as when Psa arrived in New Zealand and the
business pivoted to the SunGold variety, alongside past climatic events
such as droughts, hail and floods. The business will continue to adapt to
the changing environment.
The annual impairment tests of goodwill were performed at 30 November
2022. Impairment indicators were considered at 31 December 2022,
however no indictors were identified that required any further impairment
tests. In previous years the annual impairment tests had been performed
at 31 December. The change in the current year was made to more closely
align with the timing of the annual budget and five year plan processes.
Additions to goodwill
During the year $3.54m of goodwill was recognised as a result of
the NZ Fruits Limited (NZ Fruits) acquisition and a further $0.15m
from updates to the goodwill acquired in the Orangewood Limited
(Orangewood) acquisition. In the year ended 31 December 2021,
$8.25m of goodwill was recognised, $7.63m from the OPAC
acquisition and $0.62m from the Orangewood acquisition. See note 19
for details of the business combinations.
Cash generating units (CGUs)
During the year ended 31 December 2022, the scope of the post harvest
CGUs were reviewed. Previously the post harvest CGUs were defined by
the geographical region, with one CGU being the Bay of Plenty and East
Coast region and a second CGU for Northland post harvest. However,
based on the most recent update of the Group’s capacity planning and
five year financial planning, more fruit is expected to be connected
through the supply chain between these two regions. Therefore, the fruit
flows, and as a result the cash flows, are interdependent and the CGUs
are better reflected as a single collective post harvest group.
This better reflects the operational coordination of packhouses in each
region to maximise efficiency and flexibility by packing fruit at the
optimum maturity by allocating it to the next available facility.
The goodwill that arose through the NZ Fruits acquisition, as well as the
goodwill from the OPAC and Orangewood acquisitions, are all part of the
post harvest CGU.
1. The discount rate is calculated based on the specific circumstances
of the cash generating unit and its operations, and is derived from
its weighted average cost of capital. The discount rate for Seeka's
post harvest CGU is set at 9% as this represents the Board's
assessment of the Group's weighted average cost of capital.
2. The long term growth rate is based on the long term expected
inflation rate, being within the RBNZ inflationary target of 1%-3%.
The Group has set its terminal growth rates at 2% to ensure a
long term conservative growth estimate has been applied in the
impairment tests.
3. The EBITDA growth rate for the 2024 year assumes a return to
“normal” yields and therefore represents a 36% increase. However,
the remaining EBITDA growth rates sit between 2-4%, which is
considered conservative for the kiwifruit industry.
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49SEEKA LIMITED | ANNUAL REPORT 2022
Accounting policies
Intangible assets
Assets with a finite useful life are subject to depreciation and
amortisation and reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount may
not be recoverable. Intangible assets that have an indefinite life
are not subject to amortisation and are tested at least annually
for impairment, with impairment losses recognised when the
carrying amount exceeds the recoverable amount. When assessing
impairment, assets are grouped at the lowest identifiable unit able to
generate cash flow.
Software
Acquired computer software licences are capitalised on the basis of
the costs incurred to acquire and bring to use the specific software.
Internally developed computer software is capitalised when it enters
the development phase and includes costs incurred to develop and
test the software for use. Intangible assets are amortised over their
estimated useful life (typically three to five years).
Goodwill
Goodwill represents the excess of the cost of an acquisition over the
fair value of the Group’s share of the net identifiable assets at the
date of acquisition. Goodwill on a business acquisition is included
in intangible assets, and on acquisition of an associate is included in
investments in associates. When acquired in business combinations,
the goodwill is annually tested for impairment (or more frequently if
there are impairment indicators) and carried at cost less accumulated
impairment losses. Gains and losses on the disposal of a business
include the carrying amount of goodwill relating to that business.
Water shares
The Group records permanent water shares at fair value based on the
market price at balance date. The shares are fully tradeable and have
an indefinite life and are not amortised.
Other intangibles
Other intangibles subject to amortisation are amortised over the life
of the asset on a straight line basis. The expense is charged to the
statement of profit or loss.
Impairment of assets
Goodwill and intangible assets that have an indefinite useful life are
not subject to amortisation and are tested annually for impairment,
or more frequently if events or changes in circumstances indicate
that they might be impaired. Other assets are tested for impairment
whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. An impairment loss is
recognised for the amount by which the asset’s carrying amount
exceeds its recoverable amount. The recoverable amount is the higher
of an asset’s fair value less costs of disposal and value in use. For the
purposes of assessing impairment, assets are grouped at the lowest
levels for which there are separately identifiable cash inflows which are
largely independent of the cash inflows from other assets or groups
of assets (cash-generating units (CGUs)). Non-financial assets other
than goodwill that suffered an impairment are reviewed for possible
reversal of the impairment at the end of each reporting period.
Critical accounting estimates and judgements
The intangible assets impairment tests require judgement to determine the appropriate forecast cash flows and inputs into the calculations. The primary
estimates relate to the forecast EBITDA growth rates, discount rates and terminal growth rates.
At 31 December 2022, impairment was identified in the SeekaFresh and Kiwi Crush CGUs as a result of the impairment tests performed.
4. The EBITDA growth rates for Seeka Fresh appear significant, but
only due to the low profitability achieved by this segment. The
business remains in a loss making position over the period of the
impairment test.
5. The EBITDA growth used for the Kiwi Crush reflect a 9.4% increase
in year one, and then a growth rate between 0%-1% every year
thereafter. This reflects the consistency in the profitability of this
CGU, with limited growth expected over the period.
6. EBITDA, a non-GAAP measure, is earnings before interest, tax,
depreciation, amortisation, impairments and revaluations.
At 31 December 2022, all goodwill balances were reviewed for
indicators of impairment.
Post harvest CGU
The goodwill relating to the post harvest cash generating unit is
supported by historical profitability, with a positive outlook and
significant growth path ahead. The 2022 kiwifruit harvest, despite
being challenging, achieved increased total volumes on the prior year
and packing volumes are expected to increase further in future years.
Challenges in the 2022 harvest, including lower yields, poorer storing
kiwifruit, labour availability issues, and issues across the supply chain,
caused a decline in profitability. However, the post harvest segment
operated profitably throughout the year.
For these reasons, there are no indications of impairment of the
goodwill relating to the post harvest cash generating unit.
No other reasonable changes to key assumptions would require an
impairment of goodwill.
SeekaFresh CGU
The fresh market has been impacted significantly by three years of
Covid-19 disruption, in particular servicing the hospitality industry
which has been struggling due to lockdowns predominately in
Auckland. The second half of 2022 saw promising improvements in the
fresh market business as new markets and customers were accessed.
Profitability from commissions has decreased, due to lower volumes of
class two kiwifruit, alongside lower volumes and variable quality in the
start of the 2022/23 avocado harvest. The commissions in both these
key categories have been lower than previous years. Class 2 kiwifruit
returns are expected to improve in coming years as more volume
comes onstream.
Despite the fresh market turnaround in the second half of the year,
alongside a forecast kiwifruit volume increase, the forecast assumes a
post-tax operating loss for the five year period of the impairment test.
This has led to impairment being identified within the CGU and the
entirety of the goodwill, being $0.43m, has been impaired in the year
ended 31 December 2022.
The impairment and recoverable amount of the CGU have been
calculated using both the value-in-use method and fair value less
costs of disposal. The value-in-use method was used. The recoverable
amount of the assets in the CGU is $2.07m.
Kiwi Crush CGU
The Kiwi Crush CGU has operated profitably and consistently since
the business was acquired. The kiwiberry variety has performed very
well. Demand for Kiwi Crush in supermarkets, hospitals, and aged care
facilities remains high, particularly as the product is high in vitamin
C and has proven health benefits. However, using a higher discount
rate than in previous years, the returns of the business do not support
the book value of the assets held. Impairment was identified within
the CGU and the entirety of the goodwill, being $0.24m, has been
impaired in the year ended 31 December 2022.
The impairment and recoverable amount of the CGU have been
calculated using both the value-in-use method and fair value less
costs of disposal. The value-in-use method was used. The recoverable
amount of the assets in the CGU is $2.93m.
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Accounting policies
The Group's biological assets are the crops growing on bearer plants in the Group's leased and owned orchards. All crops have a maturity period of
less than one year and will be harvested within 12 months from the Group's balance date.
Biological assets are measured at fair value less costs to sell provided this can be measured reliably, otherwise they are measured at cost.
When insufficient biological transformation has occurred fair value is not able to be measured reliably. Biological assets at cost are not depreciated as
they are in the process of maturing.
Fair value is determined as the estimated net market return less selling costs and costs to market.
12. Biological assets - crop
Crops growing on bearer plants are classified as biological assets and measured at fair value.
Crop assets are kiwifruit, Nashi pears, Packham pears, Corella pears, other pear crops growing on leased and owned orchards and yet to be
harvested at balance date.
The following table reconciles beginning balances to end balances for biological assets crop measured at fair value defined as level 3 in note 29.
New Zealand dollars
2022
$000s
2021
$000s
Carrying amount at beginning of period
18,443 19,890
Crop harvested during the period
Fair value movement from the beginning of the period to point of harvest
12,075 18,504
Fair value when harvested
( 30,518) ( 38,394)
Crop growing on bearer plants at end of period
Crop at cost
18,345 18,324
Crop at fair value
63 119
Carrying value at end of period
18,408 18,443
The following table reconciles fair value movement of biological assets - crop.
New Zealand dollars
2022
$000s
2021
$000s
Movement in carrying amount
( 59) ( 1,431)
Exchange differences
24 ( 16)
Net fair value movement in crop
( 35) ( 1,447)
The following table details the classification of biological assets - crop.
New Zealand dollars
2022
$000s
2021
$000s
Australia - all varieties
4,007 4,127
New Zealand - kiwifruit crop
13,597 13,673
New Zealand - avocado crop
804 643
Carrying value at end of period
18,408 18,443
Crop where fair value cannot be measured reliably
Kiwifruit, nashi, Packham and Corella pear crops are not considered to have achieved sufficient biological transformation at balance date therefore
fair value is not able to be measured reliably and, as such, these crops are measured initially at cost less impairment.
Crop valued at fair value
Where a crop has achieved sufficient biological transformation, it is measured at fair value less costs to sell using unobservable inputs in the fair
value assessment. These unobservable inputs include forecasted sales prices achieved once the crop is harvested and marketed for sale, if the
forecast price was to increase so would the fair value of the crop.
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13. Right-of-use lease assets and lease liabilities
The Group reports all leases on the balance sheet where it has the right to obtain substantially all of the economic benefits from the use of the asset
throughout the period of the lease, with the exception of low value leases or leases less than 12 months.
The following table details leases where the Group is a lessee.
New Zealand dollars
2022
$000s
2021
$000s
Right-of-use lease assets
Land and buildings
32,884 27,171
Orchard leases
17,310 18,250
Equipment
2,812 1,516
Motor vehicles
2,799 2,948
Total right-of-use lease assets
55,805 49,885
The movements for the year are as follows:
Right-of-use lease asset movements
Opening balance
49,885 50,831
Additions and renewals
16,269 7,412
Disposals, reclassifications and early terminations
( 944)( 460)
Exchange rate differences
11145
Depreciation
( 9,516) ( 7,943)
Closing balance
55,805 49,885
The classification for depreciation of right-of-use lease assets is as follows:
Land and buildings
3,793 3,197
Orchard leases
1,386 1,368
Equipment
2,254 1,586
Motor vehicles
2,083 1,792
Total depreciation of right-of-use lease assets
9,516 7,943
New Zealand dollars
2022
$000s
2021
$000s
Lease liabilities
Current
9,631 6,782
Non-current
60,434 56,585
Total lease liabilities
70,065 63,367
The liabilities are classified as follows:
Lease liabilities
Land and buildings
37,614 29,319
Orchard leases
26,148 26,718
Equipment
3,274 1,766
Motor vehicles
3,029 5,564
Total lease liabilities
70,065 63,367
The movements for the year are as follows:
Lease liability movements
Opening balance
63,367 64,382
Additions and renewals
16,796 7,412
Finance lease additions
-80
Disposals, reclassifications and early terminations
( 873)( 432)
Exchange rate differences
618
Principal lease payments
( 9,231) ( 8,093)
Closing balance
70,065 63,367
Additions
On 2 February 2022, the Group acquired NZ Fruits, which included $1.92m of right-of-use lease assets and lease liabilities, see note 19.
On 22 November 2021, the Group acquired Orangewood, which included $0.08m of lease liabilities, see note 19.
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Accounting policies
Lease liabilities are measured as the present value of the remaining lease payments, including any renewal periods that are likely to be exercised,
discounted using the Group’s incremental borrowing rate which ranges between 5.37% and 12.36%. The discount rate is based on the Group's
incremental borrowing rate, being the rate the Group would borrow the funds required to purchase the asset. When determining the discount rate,
Seeka considers that the value of the right-of-use lease asset should not be greater than the fair value of the underlying asset being leased.
The Group’s right-of-use lease asset is equal to the lease liability on the day of lease inception, with the exception of sale and leaseback
transactions where the asset is measured as the proportion of the carrying value of the asset sold of which the benefit is retained by the Group.
The right-of-use lease asset is depreciated on a straight line basis over the period of the lease. Costs incurred with a lease that are not part of the
cost of the right-of-use lease asset are expensed.
All leases have been classified into one of the following asset classes:
–Land and building - leases for rental of all properties, including packhouses and coolstores
–Orchard - leases held for the development of productive orchards
–Equipment - leases for equipment, including plant equipment and forklifts
–Motor vehicles - three year leases for motor vehicles
The Group leases various properties for the packing and cooling of kiwifruit, leases orchards to grow kiwifruit and avocados, and leases equipment
and vehicles. The terms of the leases vary, with land and building leases ranging from 10 - 15 years, with one 99 year lease. Orchard leases range
from 3 - 25 years, and equipment and vehicle leases range from 1 - 3 years.
Contracts may contain both lease and non-lease components. In the case of orchard leases, only the fixed rental is recognised as a lease liability.
Any variable consideration relating to profit share on the orchard leases is not accounted for as the profit share is only determined after a crop has
been harvested and is not identifiable at the commencement of the lease. Lease terms are negotiated on an individual basis and contain a wide
range of different terms and conditions. The lease agreements do not impose any covenants other than the security interest in the leased assets
that are held by the lessor. Leased assets may not be used as security for borrowing purposes.
The Group is exposed to potential future increases in land and building lease payments based on contractual market rent reviews that are not
included in the lease liability until the rent review takes place.
Lease payments are allocated between principal and lease interest. The lease interest is charged to the statement of profit or loss over the term of
the lease.
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Working capital
Accounting policies
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for doubtful debts.
Collectability of trade receivables is reviewed on an ongoing basis including debts past due, but not considered impaired. Debts which are known
to be uncollectible are written off. A provision for doubtful receivables is established based on the expected default rates over the balance of trade
receivables. See note 28 for calculation details.
15. Inventories
New Zealand dollars
2022
$000s
2021
$000s
Total packaging at cost
8,618 5,032
Other inventories at cost
3,282 1,936
Total inventories
11,900 6,968
In the current year, $37.52m (Dec 2021 - $30.25m) of inventory costs were expensed to cost of sales in the statement of profit or loss.
This section focuses on how the Group manages inventories, accounts receivable and accounts payable to ensure an
appropriate level of working capital is available to operate the business, deliver benefits to stakeholders and generate revenues.
14. Trade and other receivables
New Zealand dollars
2022
$000s
2021
$000s
Current trade receivables (net of provision for doubtful debts)
20,109 17,148
Prepayments
3,203 2,188
Prepaid deposits
619 1,146
Accrued income and other sundry receivables
9,216 10,203
Current trade and other receivables
33,147 30,685
Non current trade receivables
5,099 814
Non current trade and other receivables
5,099 814
Total trade and other receivables
38,246 31,499
Within current trade receivables, $4.79m are past due (Dec 2021 - $2.49m), of which 4.02% are more than 90 days (Dec 2021 - 1.81%).
Prepaid deposits includes $0.62m for avocado trees and kiwifruit vines not yet received (Dec 2021 - $1.15m).
At December 2021, accrued income included $2.26m of funds received in FY22 in relation to the settlement of the Psa claim.
The balance in accrued income and other sundry receivables includes income to be received from orcharding operations over leased and owned
orchards relating to 419 hectares (Dec 2021 - 399 hectares).
A $0.24m provision for doubtful debts is recognised in the accounts (Dec 2021 - $0.25m).
At December 2022, non-current trade receivables includes $2.20m losses carried forward on Hayward short term leased orchards to be recovered
in a future period when the orchards return to a profit making position expected in the 2024 harvest. The remaining balance of non-current trade
receivables relates to debtors secured against crop supply commitments with repayment terms of up to five years and is considered recoverable.
Non current receivables also include $3.06m (Dec 2021 - $0.84m) of long term receivable balances with agreed long-term payment terms.
Accounting policies
Raw materials, work in progress, finished goods and produce are stated at the lower of cost or net realisable value. Cost comprises direct
materials and direct labour, and are assigned to individual items of inventory on the basis of weighted average cost. Net realisable value is the
estimated selling price less estimated costs of completion and sales costs.
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16. Trade and other payables
New Zealand dollars
2022
$000s
2021
$000s
Trade payables
6,329 6,166
Accrued expenses
17,940 17,372
Employee expenses
6,619 8,300
GST payable
1,853 1,069
Other payables
37 127
Total trade and other payables
32,778 33,034
Trade payables include $0.18m for capital works in progress (Dec 2021 - $1.77m) and accrued expenses includes $2.00m for capital purchases
(Dec 2021 - $0.08m).
Accrued expenses include costs to be incurred from orcharding operations on 419 hectares (Dec 2021 - 399 hectares) of leased and owned
orchards. Accrued expenses also include costs relating to the retail service segment and the export and domestic sales of avocado.
Accounting policies
Trade payables are recognised initially at fair value (the invoiced amount). If the Group has been provided with extended terms of trade, they are
then recognised at amortised cost using the effective interest method.
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Funding
This section focuses on how the Group manages its capital structure to protect shareholder value while funding operations that
deliver benefits to stakeholders and grow shareholder returns.
Disclosures are made on the Group’s bank facilities, retained earnings, dividends paid to shareholders, and earnings per share. Details on the
Company’s share capital include shares issued during acquisition through amalgamation, and under the dividend reinvestment plan, grower
incentive and employee share schemes.
17. Interest bearing liabilities
New Zealand dollars
2022
$000s
2021
$000s
Current secured
Interest bearing liabilities
23,110 5,466
Capitalised loan fees to be amortised in the next 12 months
( 240) ( 220)
Total current interest bearing liabilities
22,870 5,246
Non current secured
Interest bearing liabilities
128,151 108,045
Remaining capitalised loan fees to be amortised
( 79) ( 288)
Total non-current interest bearing liabilities
128,072 107,757
Total interest bearing liabilities
150,942 113,003
Analysis of movements in borrowings:
At 1 January
113,003 83,019
Cash flow - additional borrowings
114,753 162,236
Cash flow - repayment of borrowings
( 81,391) ( 155,641)
Loans acquired via acquisition
19
4,175 24,013
Capitalised loan fees - amortised over the life of the loan
188 ( 508)
Exchange differences
214 ( 116)
At 31 December
150,942 113,003
Analysis of total facilities:
Drawn
151,261 113,511
Available
59,296 76,903
Total facilities at 31 December
210,557 190,414
The Board has assessed the fair value of the term loans as the outstanding balance at balance date.
On 10 November 2021, Seeka's banking facilities were refinanced via a Syndicated Facilities Agreement (Bank Syndicate) with Westpac New
Zealand Limited acting as the Agent and Security Trustee. Lenders to the Banking Syndicate include ASB Bank Limited, Bank of New Zealand,
Rabobank New Zealand Limited (Rabobank), Westpac Banking Corporation of Australia, and Westpac New Zealand Limited. It is expected that all
facilities will be refinanced when they become due for review as set out below.
The following table details the amounts of the term loans drawn down at balance date and their maturities.
Balance due
$000sInterest rateMaturity
Term loans as at 31 December 2022
AUD $17m
18,151 5.04%31 January 2024
NZD $40m
40,000 5.50%31 January 2024
NZD $50m
50,000 5.70%31 January 2025
NZD $20m
20,000 6.96%31 January 2024
Term loans as at 31 December 2021
AUD $17m
18,045 2.68%31 January 2024
NZD $40m
40,000 3.40%31 January 2024
NZD $50m
50,000 3.60%28 January 2025
The Group’s policy is to protect the term portion of the loans from exposure to changing interest rates via the use of derivatives, see note 30.
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Accounting policies
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost.
When it is probable that part or the entire loan will be drawn down, any loan facility establishment fee paid is recognised as a loan transaction cost.
When the loan will probably remain undrawn, any loan fee paid is capitalised as a pre-payment for liquidity services and amortised over the period of
the facility.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after
balance date.
18. Share capital
Shares20222021
Authorised and issued share capital
Ordinary shares - fully paid and no par value:
Opening balance
40,176,160 32,204,039
Shares issued under:
Ōpōtiki Packing and Cool Storage Limited amalgamation
19
- 7,042,574
Orangewood Limited amalgamation
19
- 639,302
NZ Fruits Limited amalgamation
19
1,687,860 -
Dividend reinvestment programme
124,262 290,245
Total shares issued
41,988,282 40,176,160
Ordinary shares - classified as follows:
Held by ordinary shareholders
41,567,947 39,437,524
Held by Seeka Share Trustee Limited
420,335 738,636
Total shares issued
41,988,282 40,176,160
New Zealand dollars
2022
$000s
2021
$000s
Movements in ordinary paid up share capital:
Opening balance of ordinary shares
154,642 110,210
Transfer from grower share entitlement reserve
112 1,363
Transfer from employee share entitlement reserve
461 -
Issues of ordinary shares during the year
9,297 43,069
Closing balance of ordinary share capital
164,512 154,642
Movements in treasury share capital:
Opening balance of ordinary shares
2,961 12,293
Employee share scheme receipts - 2016 issue
( 7) ( 54)
Grower loyalty share scheme receipts - 2019 issue
( 401) ( 8,782)
Employee share scheme receipts - 2019 issue
( 787) ( 496)
Closing balance of shares held as treasury capital
1,766 2,961
Net share capital
162,746 151,681
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of fully
paid shares held.
Assets pledged as security
Bank loans and overdrafts are secured by first mortgages over the freehold
land and buildings, and a General Security Agreement over all the assets
of the following trading entities within the Group, as either borrowers or
guarantors. These entities make up the bank Charging Group.
The value of the Group’s assets that are not part of the Charging Group is
$12.75m, which is 2.33% of total assets.
The Charging Group comprises the following entities:
Borrowers and guarantors:
–Seeka Limited
–Seeka Australia (Pty) Limited
Guarantors:
–Aongatete Coolstores Limited
–Kiwi Coast Growers (Te Puke) Limited
–Northland Horticulture Limited
–OPAC Properties Limited
–Seeka East Limited
–Seeka OPAC Limited
–Seeka Te Puke Limited
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57SEEKA LIMITED | ANNUAL REPORT 2022
19. Business combination
Acquisition through amalgamation of New Zealand Fruits Limited (NZ Fruits)
In February 2022, the Group amalgamated NZ Fruits, a kiwifruit, citrus and persimmon post harvest business based in Gisborne, East Coast, New
Zealand, into a newly-formed 100%-owned subsidiary of Seeka Limited, being Seeka East Limited. NZ Fruits shares were cancelled with each share
being exchanged for 7.5016 shares in Seeka and $39.3495 cash. Seeka shares were issued based on a price of $5.2455 per Seeka share (equal to
the VWAP of shares traded over 10 business days, finishing on 9 December 2021, with all fractions of Seeka shares rounded up to the next whole
number).
The purchase was settled on 2 February 2022 for a consideration of $17.53m by the issue of 1,687,860 ordinary shares in Seeka at a market price of
$5.14 on the settlement date of 2 February 2022, being the market price on the acquisition date as per NZ IFRS 3 (Business Combinations), and a
cash consideration of $8.85m. The change in the share price on acquisition date had the impact of decreasing goodwill by $0.18m.
NZ Fruits has contributed $15.30m of revenue and $0.18m of net profit before tax to the Group for the period 2 February to 31 December 2022. If
the acquisition had occurred on 1 January 2022, NZ Fruits would have contributed $15.60m of revenue and $0.32m of net loss before tax for the
year ended 31 December 2022. These calculations are not significantly impacted by differences in accounting policies between the Group and the
acquired subsidiary, and no significant additional depreciation would have been charged for fair value adjustments to property, plant and equipment
had it applied from 1 January 2022, including consequential tax effects.
The following table details the fair values of assets and liabilities recognised at acquisition.
New Zealand dollars
2022
$000s
Cash consideration paid to shareholders
8,853
Shares issued in consideration
8,676
Total purchase consideration
17,529
Land and buildings
12,900
Property, plant and equipment
6,019
Inventories
441
Right-of-use lease asset
1,920
Cash and cash equivalents
33
Trade and other receivables
617
Trade and other payables
( 963)
Current tax liability
( 653)
Interest-bearing liabilities
( 4,175)
Deferred tax liability
( 226)
Lease liabilities
( 1,920)
Fair value of new assets and liabilities
13,993
Goodwill
3,536
Total purchase consideration for shares
17,529
Accounting policies
Ordinary shares are classified as equity.
Where any Group company purchases the Company's equity share capital (treasury shares), the consideration paid, including any directly
attributable incremental costs (net of income taxes), is deducted from equity attributable to the Company's equity holders until the shares are
cancelled or reissued. Where such shares are subsequently reissued, any consideration received, net of any directly attributable incremental
transaction costs and the related income tax effects, is included in equity attributable to the Company's equity holders.
Grower loyalty share scheme
On 15 March 2019, the Group invited eligible growers of kiwifruit,
avocado and kiwiberry to participate in a three-year grower loyalty share
scheme, whereby each participant would be allocated a parcel of shares
based on their orchard's current or forecast production. This issue of up
to 2.6m shares was approved by shareholders on 14 February 2019.
In April 2019, 2,061,803 shares were issued to the scheme's trustees on
behalf of 405 participating growers. The issue price of $4.76 per share
was funded by the Group making a $9.8m non-interest-bearing loan
to the trustees. Upon meeting the terms of the scheme by supplying
all product from the participating orchards for three consecutive
seasons the shares vest and participating growers can elect to pay the
outstanding balance of their loans, less any dividend payments made on
the shares, and have the shares transferred to them.
In 2021, 1,917,165 shares issued to kiwifruit growers vested. In 2022, the
remaining 144,638 shares issued to avocado growers vested, see note 21.
Employee share scheme
On 15 March 2019, the Group invited eligible employees to participate in
a three-year employee share scheme, whereby each participant would
be allocated a parcel of shares based on their role in the business. In
April 2019, 568,000 shares were issued to the scheme's trustees on
behalf of 319 participating employees. The issue price of $4.76 per share
was funded by the Group making a $2.7m non-interest-bearing loan
to the trustees. Upon meeting the terms of the scheme by continuing
employment for three consecutive years, participating employees can
elect to pay the outstanding balance of their loans, less any dividend
payments made on the shares, and have the shares transferred to them.
Shares issued under this scheme vested in 2022, see note 21.
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Critical accounting estimates and judgements
The fair values of assets are subject to estimates and judgement. Seeka engaged CBRE Limited t/a Telfer Young from CBRE to complete an
independent valuation of the land and buildings at the acquisition dates. The remaining property, plant and equipment was assessed on a depreciated
historical cost basis, as well as a physical stocktake and a comparison to similar Seeka-owned assets. The Group assessed that any intangible asset
that exists for grower relationships and contracts would be immaterial for financial reporting using the multi-period excess earnings method of
calculating intangible assets on contracts.
NZ Fruits fair value of assets and liabilities, goodwill and acquisition-related costs
The fair value of acquired trade receivables is $0.34m. There is no loss allowance recognised on acquisition. The goodwill of $3.54m is allocated to
the renamed Post Harvest cash generating unit as the primary purpose of the amalgamation was to obtain the packhouse facility and increase the
Group's presence in the East Coast, which is adjacent and complementary to the main Bay of Plenty operations. The goodwill is attributable to the
operation’s market position in the region and synergies expected to arise after adding the business into the corporate structure provided by the
larger Seeka Group. The goodwill is not expected to be impaired in the foreseeable future and is not expected to be deductible for tax purposes.
Acquisition-related costs of $0.37m and integration-related costs of $0.09m are included in overhead expenses in 2022. Deferred tax of $0.23m
has been provided in relation to differences between tax written down values and the fair value of certain assets.
Seeka has 12 months from the acquisition date to reassess the fair values of the assets and liabilities disclosed above if more information comes
to light that suggests the values differ. In particular, any liabilities are expected to be crystallised and quantified within the 12 months from the
acquisition date.
Acquisition through amalgamation of Orangewood Limited (Orangewood)
In November 2021, the Group amalgamated Orangewood, an integrated kiwifruit and avocado post harvest and orchard management business
based in Kerikeri, Far North District, New Zealand, into a newly formed 100% owned subsidiary of Seeka Limited, being Northland Horticulture
Limited. Orangewood shares were cancelled with each share being exchanged for 0.663 shares in Seeka and $1.35 cash. Seeka shares were issued
based on a price of $5.33 per Seeka share (equal to the VWAP of shares traded over 10 business days, finishing on 13 September 2021, with all
fractions of Seeka shares rounded up to the next whole number).
The purchase was settled on 22 November 2021 for a purchase consideration of $4.66m by the issue of 639,302 ordinary shares in Seeka Limited
at a market price of $5.25 on the settlement date of 22 November 2021, being the market price on the acquisition date as per NZ IFRS 3, and a
cash consideration of $1.30m. The change in the share price on acquisition date had the impact of decreasing goodwill by $0.05m
Acquisition-related costs of $0.02m were included in overhead expenses in the year ended 31 December 2022 (Dec 2021 - $0.37m).
Seeka had 12 months from the acquisition date to reassess the fair values of the assets and liabilities disclosed above if more information comes
to light that suggests the values differ. In particular, any liabilities are expected to be crystallised and quantified within the 12 months from the
acquisition date.
Seeka has identified and updated the fair values of assets and liabilities to ensure the accuracy and completeness of payroll-related accruals made in
the initial fair values as disclosed in December 2021 and the tax implications arising as a result. The net impact is an increase in goodwill by $0.15m.
20. Earnings and net tangible assets per share
20222021
Basic earnings per share
Profit attributable to equity holders of the Company ($000s)
6,504 14,860
Weighted average number of ordinary shares in issue (thousands)
41,292 34,829
Basic earnings per share
$0.16 $0.43
Diluted earnings per share
Profit attributable to equity holders of the Company ($000s)
6,504 14,860
Weighted average number of ordinary shares in issue plus dilutive employee share scheme (thousands)
41,301 35,199
Diluted earnings per share
$0.16 $0.42
Net tangible assets per share
Net tangible assets ($000s)
250,762 229,310
Total ordinary shares issued at the end of the period (thousands)
41,988 40,176
Net tangible assets per share
$5.97 $5.71
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of
ordinary shares outstanding during the period, adjusted for bonus elements in ordinary shares issued and outstanding during the period.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax
effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed
to have been issued for no consideration in relation to dilutive potential ordinary shares.
Net tangible asset per share
Net tangible asset per share is calculated by dividing the Group’s net assets less goodwill by the total shares on issue at the end of the period.
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21. Retained earnings and reserves
Retained earnings
The following table details movements in retained earnings.
New Zealand dollars
2022
$000s
2021
$000s
At 1 January
51,564 45,938
Net profit for the year
6,504 14,860
Dividends paid or declared
( 5,308) ( 9,234)
At 31 December
52,760 51,564
Reserves
The following table details the closing balances of reserve accounts.
New Zealand dollars
2022
$000s
2021
$000s
Reserves
Cash flow hedge reserve
2,476 ( 388)
Water share revaluation reserve
2,756 2,594
Land and buildings revaluation reserve
50,368 40,632
Foreign currency translation reserve
( 161) ( 208)
Foreign currency revaluation reserve
( 2) 90
Share entitlement reserve
- 526
Total reserves
55,437 43,246
The cash flow hedge reserve records increases and decreases on the revaluation of derivative financial instruments.
The water share revaluation reserve records increases and decreases on the revaluation of Seeka's owned permanent water shares in Victoria Australia.
The land and buildings revaluation reserve records increments and decrements on the revaluation of land and buildings.
The foreign currency translation reserve records foreign currency translation differences of Group entity results and financial position. The amounts
are accumulated in other comprehensive income and recognised in profit or loss when the foreign operation is partially disposed of or sold.
The foreign currency revaluation reserve records unrealised gains and losses on Group assets and liabilities held in foreign currencies.
The share entitlement reserve records the value of option benefits recognised on the Group's grower loyalty and employee share schemes as detailed
in this note.
The Group operated two equity-settled, share-based incentive plans:
–An equity-settled, share-based compensation plan for employees. Shares are periodically issued under this plan.
–An equity-settled, grower loyalty share scheme approved by shareholders on 14 February 2019.
The employee share scheme is managed by a trust deed established September 2014. The grower loyalty share scheme is managed by a trust
deed established 15 March 2019. The trustee for both trusts is 'Seeka Share Trustee Limited', whose directors are also directors of Seeka.
Employee share scheme
Under the employee share scheme, shares are issued to an employee share trust in return for a debt back to the Company. Qualifying employees
are eligible to subscribe to shares held by the trust under the terms of the scheme with the shares to vest at the end of three years. The option
benefit is recognised as a share-based payment expense and recorded as an expense over the vesting period. At the end of the vesting period the
employee has an option to settle any outstanding debt on their shares and have the shares transferred to them.
At the date the shares vest the employee can elect to extend the repayment period by two years with interest charged and the shares held by the
trust as security and only transferred when the debt is fully repaid. Alternatively at the date the shares vest the employee can elect that the shares
do not vest to them and any outstanding debt will be forgiven and the shares sold by the trustees. The proceeds from the sale of shares are used
to repay the debt owed to the Company.
The following table details movement in the share entitlement reserve relating to the employee share scheme.
New Zealand dollars
2022
$000s
2021
$000s
At 1 January
423 270
Transfer to share capital
( 461)-
Movement in employee share entitlement reserve
38 153
At 31 December
- 423
At balance date the number of shares in respect of which options have been granted to employees and remain outstanding under the scheme was
369,998 (Dec 2021 - 593,998) representing 0.89% (Dec 2021 - 1.48%) of the shares of the Company on issue at that date.
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Grower loyalty share scheme
Under the grower loyalty share schemes, shares were issued to a share trust in return for a debt owed back to the Company. Qualifying supplying
growers were eligible to subscribe to shares held by the trust under the terms of the offer agreements dated 15 March 2019 and 22 March 2019.
Shares vest after the grower supplies the Company their kiwifruit and avocado crops for the three harvest seasons, with the final harvest season
being the avocado harvest season ending 31 March 2022. The option benefit is recognised as a discount against revenue over the vesting period.
At the end of the vesting period the grower had an option to either settle any outstanding debt on the shares and have the shares transferred to
them, or to not have the shares transferred to them, whereby any outstanding debt was forgiven and the shares sold by the trustee. The proceeds
from the shares that vest or from the sale of shares was used to repay the debt owed to the Company.
In September 2021, the three-season supply commitment period for kiwifruit and kiwiberry growers ended, and 1,917,165 shares vested.
In April 2022, the three-season supply commitment period for avocado growers ended, and 144,638 shares vested.
The following table details the movement in the grower loyalty share scheme.
New Zealand dollarsShares
Loan balance
$000s
At 1 January 2022
144,638609
Vested April 2022 - Avocado
Entitlement accepted by growers
144,638 609
Total vested April 2022
144,638 609
At 31 December 2022
--
From the September 2021 vesting, 333,897 shares that were either ineligible for entitlement, or not accepted by growers, were sold on market for
a total net consideration of $1.41m.
The following table details movement in the share entitlement reserve relating to the grower loyalty share scheme.
New Zealand dollars
2022
$000s
2021
$000s
At 1 January
103 1,020
Transfer to share capital
( 112) ( 1,363)
Movement in grower share entitlement reserve
9 446
At 31 December
- 103
The scheme terminated April 2022 upon the end of the avocado grower commitment period, and at 31 December 2022, 50,337 options, 0.12% of
Seeka shares on issue at that date, that were granted to growers remain outstanding (Dec 2021 - 144,638 shares, 0.36% of Seeka shares on issue
at that date).
The following table details the closing value of the share entitlement reserve in the grower loyalty share scheme Black Scholes calculation.
New Zealand dollars
2022
$000s
2021
$000s
Balance related to employee share entitlement reserve
- 423
Balance related to grower share entitlement reserve
-103
Balance 31 December
- 526
For both schemes the shares are issued fully paid in exchange for a loan to the share scheme trust on behalf of scheme members.
The shares held by the trustee on behalf of employees and growers carry the same voting rights as other issued ordinary shares with votes only
able to be made via the trustees. The trustees are not able to vote, other than at the direction of the individual member employees and growers.
While monies are owed on the shares they remain with the trustee.
The options element of the schemes are valued using the Black Scholes pricing model on the grant date, which is the date the shares are first
issued to the trust. Volatility is forecasted into the model.
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Accounting policies
The fair value of the employee services received in exchange for the grant of options is recognised as an expense in the statement of profit or
loss with a corresponding increase in the share entitlement reserve. For the Grower Loyalty Share Scheme (GLSS), the fair value of the grower
loyalty received in exchange for the grant of the option is recognised as a discount against other income in the statement of profit or loss with a
corresponding increase in share entitlement reserve. The fair value is determined by reference to the fair value of the options granted, calculated
using the Black Scholes pricing model, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth
targets).
When the shares vest, the amount of the reserve relating to those shares is transferred to retained earnings.
Employee share scheme shares may be issued at the Board’s discretion at a price set by the Board based on the Volume Weighted Average Price
(VWAP) calculation of the Company's shares during the period prior to issue. The Employee Share Scheme (ESS) cannot be issued with further
shares if that issue would result in the ESS having an interest of more than 5% of the Company’s issued capital.
Shares are issued fully paid in exchange for a loan to the share scheme trust. Dividends paid on the shares are applied towards repaying the debt
between ESS and GLSS and the Group on behalf of the employee of the grower.
Proceeds received along with any employee contributions are credited to share capital when payment for the shares is received.
The ESS and GLSS have a non-beneficial interest in all the shares allocated to employees and growers. Annually the Group reviews the ESS
scheme and decides upon the allocation of further shares and the price at which those shares will be issued to the ESS. Trustees of ESS and GLSS
are appointed for an unspecified term and may be removed by the Company at any time.
Accounting policies
Provision is made for the amount of any dividend declared on or before the end off the period by not distributed as balance date.
22. Dividends
Dividends paid Per share$000s
2021
March 2021
$0.12 3,944
October 2021
$0.13 5,209
Amendment to September 2020 and December 2020 dividends
81
Total dividend 2021
$0.25 9,234
2022
February 2022
$0.135,308
Total dividend 2022
$0.135,308
Dividends are imputed to the fullest extent allowable in the tax year. The total dividend paid includes the non-cash amounts for the dividend
reinvestment plan. Cash dividend payments during the year were $4.37m (Dec 2021 - $11.72m).
In 2021, the dividends paid were reviewed and amended for the NRWT on international shareholder dividends, resulting in an adjustment of
$0.08m.
On 20 January 2022, the directors declared a fully-imputed dividend of $0.13 per share. The dividend was paid 23 February 2022 to those
shareholders on the register at 5pm on 28 January 2022. The dividend reinvestment plan applied with no discount to the strike price.
Seeka dividend policy
Seeka’s dividend policy is to declare and distribute dividends between 65% and 75% of Net Profit After Tax (NPAT) annually in conjunction with
the release of the half year and full year results subject to due consideration of the Board and approval of the banking syndicate.
In addition to this, following agreement by Seeka's Banking Syndicate to amend certain covenants, it is a requirement that dividends will only
be paid if the net leverage ratio banking covenant in the most recent Compliance Certificate does not exceed 4.00:1:00 during the period 1 July
2022 to 29 June 2023 and 3.75:1.00 during the period 30 June 2023 to 29 June 2024 and they shall be less than or equal to 75% of NPAT for the
financial year.
The net leverage ratio is calculated as total net debt less the $46m working capital facility, to adjusted EBITDA.
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Accounting policies
The fair values of the listed securities are based on the securities' closing share price at balance date. Where pricing information is available,
unlisted securities are revalued at balance date. All other unlisted securities are currently held at cost less impairment as it reasonably represents
current fair value. Other financial assets designated at fair value through profit or loss are currently held at their discounted present value of
expected cash flows as it reasonably represents current fair value. The carrying amount of all financial assets have been reviewed at balance date
and any impairment is recognised through the statement of comprehensive income to the extent of any related reserve available and then through
the statement of profit or loss.
Investments
This section focuses on how the Group invests in businesses to support Seeka’s core kiwifruit operations, realise synergies
along the produce supply chain and grow Seeka’s product base and geographical reach. The Board manages business
investments to strengthen the benefits delivered to stakeholders and grow shareholder returns.
Disclosures are made on the Group’s holdings in associates and subsidiaries, along with details on the Group’s holding of listed and unlisted shares.
23. Investment in financial assets
New Zealand dollars
2022
$000s
2021
$000s
At 1 January
2,054 577
Sale of investment
( 253) ( 17)
Transfer to intangible assets
11
( 377)-
Acquisition from business combination
19
- 494
Purchase of investment
- 1,000
At 31 December
1,424 2,054
Unlisted securities designated at fair value through profit or loss
Blackburn General Partner Limited
91 91
Ravensdown Fertiliser Co-operative Limited
261 261
Ballance Agri Nutrients Limited
82 335
OTK Orchards Limited
326 326
Other share holdings
41 41
Other financial assets designated at fair value through profit or loss
Ngati Pukenga
623 1,000
Total financial assets at fair value through profit or loss
1,424 2,054
Total investment in financial assets
1,424 2,054
All other financial assets measured at fair value are defined as level 3, see note 29.
24. Investment in associates and joint arrangements
a. Investment in associates
Name of entity
Country of
incorporationBusiness activity
Equity holding 31
December 2022
Equity holding 31
December 2021
Kiwifruit Supply Research LimitedNew ZealandNot trading
20%20%
TKL Logistics LimitedNew ZealandPort service
33%20%
Wai O Kaha Gold Landowners Limited PartnershipNew ZealandOrcharding
11%11%
Te Kaha Gold Investment PartnershipNew ZealandOrcharding
33%33%
Fruitometry LimitedNew ZealandAgritech
26%26%
Ngutupiri General Partner LimitedNew ZealandOrcharding
64% -
TKG Orchard Services LimitedNew ZealandOrcharding
50%-
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The following table details purchase of investments in associates.
New Zealand dollars
2022
$000s
2021
$000s
At 1 January
3,958 1,000
Purchase of investment(s)
1,358 2,600
Acquisitions from business combination
- 883
Share of profit
654 236
Prior period adjustment
500-
Capital distributions received
( 518) ( 761)
Balance at end of year
5,952 3,958
Investments are made in the following associates:
Wai O Kaha Gold Landowners Limited Partnership
1,000 1,000
Fruitometry Limited
2,600 2,600
Te Kaha Gold Investment Partnership
144 358
TKL Logistics Limited
764 -
Ngutupiri General Partner Limited
938 -
TKG Orchard Services Limited
506 -
Total investment in associates
5,952 3,958
In December 2022, the Group invested $0.94m of a total committed investment of $1.4m towards 64% shareholding in Ngutupiri General Partner
Limited, which is a management company for a kiwifruit orchard joint investment venture between the Group and several Māori investment trusts
in Te Kaha, Ōpōtiki.
The Group owns a 33% share in TKL Logistics Limited, which is a logistics company that provides services for kiwifruit including transportation,
vessel planning, and ECPI. Historically this company did not build any equity value. However in 2022 the Group has recognised the value of its
investment equivalent to its share of the TKL Logistics Limited's profits.
The following table summarises the financial information of associates.
New Zealand dollars
TKL Logistics
Limited
$000s
Te Kaha Gold
Investment
Partnership
$000s
Wai O
Kaha Gold
Landowners
Limited
Partnership
$000s
Fruitometry
Limited
$000s
Ngutupiri
General
Partner
Limited
$000s
TKG Orchard
Services
Limited
$000s
Total
$000s
Summarised statement of
financial position
Current assets
3,776214-1,492-4295,911
Non current assets
1746847,4222152,14773411,376
Total assets
3,9508987,4221,7072,1471,16317,287
Current liabilities
1,634166-72-701,942
Non current assets
---386-61447
Total liabilities
1,634166-458-1312,389
Net assets
2,3167327,4221,2492,1471,03214,898
Group share of ownership
33%33%11%26%64%50%
Summarised statement of
profit or loss
Revenue
28,5131,746-306-84331,408
Profit
809912-( 330)-1721,563
Group share of profit or loss
267301-( 86)-86568
Differences related to
differences in accounting policy
---86--86
Group reported share of profit
or loss
267301---86654
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Accounting policies
Investment in joint arrangements are classified as either joint operations or joint ventures. The classification depends on the contractual rights and
obligations of each investor, rather than the legal structure of the joint arrangement.
Joint operations
The Group recognises its direct right to the assets, liabilities, revenues and expenses of joint operations and its share of any jointly held or incurred
assets, liabilities, revenues and expenses. These have been incorporated in the financial statements under the appropriate headings.
Joint ventures
Interests in joint ventures are accounted for using the equity method, after initially being recognised at cost in the statement of financial position.
b. Investment in joint arrangements
Name of entity
Country of
incorporationBusiness activity
Equity holding 31
December 2022
Equity holding 31
December 2021
Apanui Road Orchards Joint VentureNew ZealandOrcharding
42.9%42.9%
The Apanui Road Joint Venture is considered a joint operation based on the following:
–There is equal voting rights and influence;
–There is no investment vehicle that separates the entities from the parties to the arrangement; and,
–The legal form and contractual arrangements through which the investee operates give the parties rights to the individual assets and liabilities
of the investee (rather than the net assets as a whole).
The orchards of Apanui Road Orchards Joint Venture have a finite life, are carried at their fair value and are included in the consolidated financial
statements.
Accounting policies
Associates are entities over which the Group has significant influence, but
not control, typically by holding between 20% to 70% of the voting rights
in the entity or exercising significant influence via directors on the Board.
Investments in associates are accounted for using the equity method after
initially being recognised at cost.
The Group's share of associates profits or losses are recognised in the
statement of profit or loss and the carrying amount of the investment in
the statement of financial position.
Dividends or distributions received from associates are applied to reduce
the carrying amount of the investment in the statement of financial position.
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65SEEKA LIMITED | ANNUAL REPORT 2022
Other notes
This section contains all other note disclosures about the Group.
25. Contingencies
The Group, on behalf of growers, has lodged an insurance claim for the associated losses in kiwifruit orchard returns from fruit packed at the OPAC
site. Acceptance of this claim by the underwriters is under review. The amount and timing of any potential settlement at this stage is unknown (Dec
2021 - Nil).
26. Commitments
Capital commitments
At the year end the Group was committed to incur capital expenditure of $8.00m (Dec 2021 - $12.73m). This included planned expenditure on the RSE
accommodation at Sharp Road, $0.46m for an investment in an associate, and the final stages of the Seeka Gisborne packhouse automation project.
Operating lease commitments
The Group recognises right-of-use lease assets for all operating leases, except for short-term and low value leases, in accordance with NZ IFRS 16,
see note 13.
27. Related party transactions
Investment in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries.
Name of entity
Country of
incorporationClass of shares
Equity holding 31
December 2022
Equity holding 31
December 2021
Trading subsidiaries
Aongatete Coolstores LimitedNew ZealandOrdinary
100%100%
AvoFresh LimitedNew ZealandOrdinary
100%100%
Delicious Nutritious Food Company LimitedNew ZealandOrdinary
100%100%
Integrated Fruit Supply & Logistics LimitedNew ZealandOrdinary
100%100%
Kiwi Coast Growers (Te Puke) LimitedNew ZealandOrdinary
100%100%
Little Haven Holdings Pty LimitedAustraliaOrdinary
100%100%
Northland Horticulture LimitedNew ZealandOrdinary
100%100%
OPAC Properties LimitedNew ZealandOrdinary
100%100%
OPAC Growers Supply LimitedNew ZealandOrdinary
100%100%
Seeka Australia (Pty) LimitedAustraliaOrdinary
100%100%
Seeka OPAC LimitedNew ZealandOrdinary
100%100%
Seeka Share Trustee LimitedNew ZealandOrdinary
100%100%
Seeka Te Puke LimitedNew ZealandOrdinary
100%100%
Seeka East Limited (formally: Seeka Dairy Ventures Limited)
1
New ZealandOrdinary
100%100%
Not-trading subsidiaries
CMS Logistics LimitedNew ZealandOrdinary
69%100%
Eleos LimitedNew ZealandOrdinary
100%100%
Enviro Gro LimitedNew ZealandOrdinary
100%100%
Glassfields (NZ) LimitedNew ZealandOrdinary
100%100%
Guaranteed Sweet New Zealand LimitedNew ZealandOrdinary
100%100%
Kiwifruit Vine Protection Company LimitedNew ZealandOrdinary
100%100%
Nutritious Delicious Food Company LimitedNew ZealandOrdinary
100%100%
Seeka Fresh LimitedNew ZealandOrdinary
100%100%
Seeka Kiwifruit Industries LimitedNew ZealandOrdinary
100%100%
Seeka Pollen Australia (Pty) LimitedAustraliaOrdinary
100%100%
Verified Lab Services LimitedNew ZealandOrdinary
100%100%
1. Seeka East Limited began trading on 2 February 2022.
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Directors
Directors during the period were: F Hutchings, M Brick, J Burke (retired 22 April 2022), P R Cross, A Diaz (retired 22 April 2022), R Farron, S Moss
(elected 22 April 2022), C Tarrant and A Waugh.
Key management and compensation
Key management personnel are all Company directors or executives with the greatest authority for the Group’s strategic direction and management.
The following table details key management personnel compensation.
New Zealand dollars
2022
$000s
2021
$000s
Director fees
624 536
Executive salaries
2,906 3,014
Short term benefits
21 1,259
Total
3,551 4,809
During the year the Group provided compensation totalling $0.21m (Dec 2021 - $0.12m) to close family members of key management personnel.
All transactions were related to employee remuneration and made on normal employment contract terms and conditions.
Transactions
The following table details the transactions entered with related parties for post harvest and orchard management services (excluding
transactions outlined and disclosed above).
New Zealand dollars
2022
$000s
2021
$000s
Sales of services
Directors, key management and other personnel
3,148 3,349
Purchase of services
Directors, key management and other personnel
31 84
Outstanding balances
The following table details outstanding balances at balance date.
New Zealand dollars
2022
$000s
2021
$000s
Current receivables (operating)
Directors, key management and other personnel
126 721
Seeka Growers Limited and OPAC Growers Limited
The Group undertakes transactions with Seeka Growers Limited (SGL), a related party which administers all kiwifruit revenues received for the
New Zealand business on behalf of supplying growers.
In the current period the Group received $189.58m (Dec 2021 - $150.94m) for the provision of services to SGL.
As part of the acquisition of OPAC in May 2021, the Group also acquired the related entity of OPAC Growers Limited (OGL). The Group undertook
transactions with OGL, a related party which administers all kiwifruit revenues received for the New Zealand business on behalf of supplying growers.
During the year, the Group received $0.88m (4 May 2021 to 31 December 2021 - $15.27m) for the provision of services to OGL relating to
kiwifruit harvested in 2021.
Investments in associates
The Group undertakes transactions with its associates as described in note 24, in the regular course of business and with normal commercial
terms and conditions. In the current period the Group received $6.76m (Dec 2021 - $0.65m) from these transactions with associates, for the sale
of goods and services, with $0.68m (Dec 2021 - $0.18m) outstanding and owed to the Group at balance date.
In the current period the Group paid $0.10m (Dec 2021 - $0.10m) to associates for the purchase or provision of goods and services, with $0.03m
(Dec 2021 - $0.01m) outstanding and due to them at balance date.
Entities controlled or jointly controlled by key management personnel
The Group undertakes transactions with entities where its key management personnel are deemed to either control or have joint control over their
operations. In the current period the Group paid $1.78m (Dec 2021 - $1.81m) to these entities, for the purchase or provision of goods and services,
with nil (Dec 2021 - $0.01m) outstanding and due to them at balance date.
Terms and conditions
All related party transactions were made on normal commercial terms and conditions and at market rates. Outstanding balances are unsecured
and are repayable in cash.
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67SEEKA LIMITED | ANNUAL REPORT 2022
28. Risk management
The Group’s activities expose it to a variety of risks specific to producing
and selling horticultural crops, along with corporate financial risks related
to credit, liquidity and capital risk. The Group operates a comprehensive
risk assessment and mitigation programme via its Audit and Risk
Committee.
The Group's policy is to ensure that the Group creates value and
maximises returns to its shareholders and benefits for other stakeholders,
as well as ensuring that adequate financial resources are available for the
development of the Group’s business whilst managing its financial risks.
a. Risk management strategies related to orcharding,
post harvest and retail operations
Horticultural operations expose the Group to risks to production and
market returns. The main short-term production risks are weather
events, diseases, and pests. These impact on volume and quality
of produce from the Group's orchards, volumes to post harvest
(both from Group orchard operations and independent growers)
and volumes available to the retail business. The primary risk to the
completion of the coming harvest is the limited availability of labour.
The Group is also impacted by the long-term effects of climate change.
Market risks include price and exchange rate impact on orchard
operations (the amount the Group is paid for crops grown by the
Group) and impact on retail revenues where the Group imports and
sells produce, mainly bananas. The exchange rate risk on imports is
managed through the use of foreign exchange contracts to match
known and planned purchases. Market risks do not directly impact on
post harvest operations, as charges are normally set prior to harvest
and deducted before sales revenues are paid to supplying growers.
The Group operates in five regions spread over two countries; New
Zealand's Northland, Coromandel, Gisborne and the Bay of Plenty
regions, and in Australia's Mundoona region of Victoria. Main produce
lines are kiwifruit, nashi pears, European pears and avocados, with
small production of other temperate-climate fruits. Group retail
activities are in New Zealand (including imported tropical produce),
Australia and Asia. The Group's geographical, product and market
spread limits the impact on Group operations from an adverse event
occurring in a specific region, produce or market. To further mitigate
risks, the Board uses the following strategies.
Production risks - weather events, disease and pests
The Group follows industry best practice to mitigate production risks.
This includes orchard management practices to optimise production from
Group orchards, and extensive planning to ensure post harvest and retail
services are suitably resourced to manage each season's crop volumes.
In New Zealand the major climatic risks are hail, frost, storm damage
and drought.
–Hail events are typically highly localised, and for kiwifruit the Group has
access to industry hail insurance for its orchard operations, plus top-up
payments from a Seeka Growers Limited hail insurance programme.
–Frost events are typically regional, and the Group advocates best-
practice crop protection, including active frost management on kiwifruit
orchards operated by the Group and other growers supplying the
Group's post harvest operations.
–Storm events are typically regional, and the Group advocates
best-practice crop protection, including shelter belts on all orchards
operated by the Group and other growers supplying the Group's post
harvest operations.
–Drought events are typically regional, and the Group has invested
in irrigation in many of its orchards. The Group is also investing in
localised weather measurement on its orchards.
In Australia, the major climatic risks are drought, hail and fire. As the
owner and operator of all orchards supplying its Australian operations,
the Group actively manages climatic risks of its total production base.
The orchards are located on three sites in the Mundoona region.
–Drought events are typically regional, and to secure adequate
irrigation, the Group has purchased extensive, long-term water
shares from a reliable irrigation programme.
–Hail events are typically localised, and the Group currently has hail
cloth protecting one orchard.
–Fire risk is typically from serious grass wild-fire occurring during
periods of extreme weather, with the Country Fire Authority
responsible for risk assessment and management of fire events.
The Group takes all practical steps to internally manage fire risk
including removing excess vegetation from Group properties.
All horticultural undertakings are susceptible to disease and pest
incursions. The kiwifruit vine disease Pseudomonas syringae pv.
actinidiae (Psa) is widespread throughout New Zealand, and is being
actively managed. In 2018 Psa was detected on the Group's kiwifruit
orchards in Australia. Seeka has moved to contain the outbreak and
works to proactively monitor the orchards. The Queensland fruit
fly and brown marmorated stink bug are potential threats to the
horticulture industry. To minimise the risk of crop loss the Group
monitors its orchards and undertakes recognised spray programmes
to protect crops to the fullest extent possible. Seeka also relies on the
Ministry for Primary Industries to protect New Zealand's borders from
introduced diseases.
Labour availability
Seeka relies on local people, the Recognised Seasonal Employer
(RSE) scheme and backpackers for its seasonal workforce. Seeka has
an extensive local recruitment process, including working with the
Ministry for Social Development and iwi on methods of recruiting
unemployed people into the Seeka workforce.
Since 2022, the New Zealand Government has opened access to
seasonal workers from Tonga, Samoa and Vanuatu, from which Seeka
has the ability to employ up to 1,200 seasonal employees.
Long-term climate change
As a horticultural based business, Seeka is exposed to the long-term
impact of climate change through potential reduced production crop
yields. In addition to responding to weather events, future regulatory
change may impact Seeka through revised policies that limit the use
of chemical inputs on orchards, require soil monitoring and reporting,
introduce carbon taxes, and implement water restrictions.
To respond to this Seeka is;
–Working closely with regional councils and regulators to assist in
regulation change;
–Actively engaged in developing orchard management practices to
measure the environmental impact on orchards;
–Measuring the carbon footprint of Seeka's operations, with a
number of carbon-reduction initiatives underway;
–Ensuring new developments undertaken by Seeka include water
accessibility as part of the development design, whether via stream
access, onsite storage, or developing wetlands; and
–Reporting orchards by altitude to assess the risk of rising sea levels.
Market returns
New Zealand kiwifruit
The Group has no direct market risk from the sale of kiwifruit
harvested from lease operations, as all export marketing activities
beyond Australia are undertaken by Zespri Group Limited (Zespri)
under statutory regulations. The Group, however, is impacted by the
level of Zespri's market returns which impact on the Group's orchard
profitability. The Group monitors Zespri returns and uses modelling
techniques to analyse current and projected orchard income. This
information is used when setting Group budgets and orchard lease
terms.
New Zealand avocado and kiwiberry
The Group has a direct market risk from the sale of avocado and
kiwiberry, with half of kiwiberry sales and all avocado sales managed
by the Group's retail operations. The Group forecasts seasonal supply,
monitors market conditions, develops a sales programme around
the needs of key retailers and controls product quality and supply to
optimise market access and returns. This information is used when
setting Group budgets and orchard lease terms.
The Group has no direct currency risk from export sales as it does not
own the products but acts as the growers’ agent.
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Imported tropical produce
The Group has a direct market, price and currency risk from imported fruit produce (banana, pineapple and papaya) where the Group imports
fruit produce for sale as the principal through its supply and sale contracts. The Group may hedge up to the total known and projected cash flows
to manage exchange risk. The Group has no material direct price and currency risk from imported fruit produce where the supply agreement
enables the Group to amend its purchase price according to trading conditions.
Australian produce
The Group has a direct market and price risk from the sale of all Australian product which is managed by the Group's Australian operations. As
the largest single grower and supplier of Australian kiwifruit and nashi pears, the Group has developed strong relationships with key retailers. The
Group forecasts seasonal supply, monitors market conditions, develops a sales programme around the needs of key retailers and controls product
quality and supply to optimise market access and returns.
Seeka Australia is the Group’s single major international operation, exposing the Group to the Australian dollar. Foreign exchange risk includes
future commercial transactions, assets, liabilities and net investments. Currency exposure from net assets is managed through borrowings in
Australian dollars, see note 17.
b. Credit risk
Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions, as well as credit exposures to customers,
including outstanding receivables, derivative financial instruments and committed transactions.
The maximum credit risk is the financial loss to the Group if counterparties fail to discharge a contractual obligation. The Group's maximum
exposure is the carrying amount of the respective recognised financial assets as stated in the statement of financial position.
For banks and financial institutions, only registered banks or their subsidiaries are accepted. The Group does not generally require any collateral or
security to support financial instruments due to the quality of the financial institutions.
For customers, including outstanding receivables, the Group deals predominantly with growers for which it receives payment for post harvest
services directly from Seeka Growers Limited. Credit risk is therefore not considered significant.
Trade receivables
The Group applies the NZ IFRS 9 Financial Instruments (NZ IFRS 9) simplified approach to measuring expected credit losses which uses a lifetime
expected loss allowance for all trade receivables.
To measure the expected credit losses, trade receivables have been grouped based on days past due. The expected loss rates are based on the
payment profiles of sales over a 12 month period before 31 December 2022 and the corresponding historical credit losses during this period, adjusted
for any significant known amounts that are not recoverable.
On that basis, the following table details the provision for doubtful debts.
31 December 202231 December 2021
More than
30 days
past due
More than
60 days
past due
More than
120 days
past due
2022
Total
More than
30 days
past due
More than
60 days
past due
More than
120 days
past due
2021
Total
Expected loss rate
0.0%0.1%0.2%0.1%0.2%2.4%
Gross carrying amount -
trade receivables ( $000s)
1,600 557 1,765 3,922 735 462 1,522 2,719
Loss allowance ( $000s)
1-34-13637
New Zealand dollars
2022
$000s
2021
$000s
At 1 January
247 157
Movement in the current year
( 4) 90
At 31 December
243 247
Calculation for loss allowance
Loss allowance per NZ IFRS 9
4 37
Specific debtor provision(s)
239 210
At 31 December
243 247
c. Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities.
The Group’s policy is to regularly monitor its expected cash flows, liquidity requirements and its compliance with lending covenants, to ensure
that it maintains sufficient reserves of cash and adequate committed lines of funding from major financial institutions to meet its liquidity
requirements in the short and longer term. Cash flow forecasting allows for the seasonal nature of Group operations.
When cash flow exceeds working capital management, funds are invested in interest bearing current accounts.
At balance date, the Group had $210.56m (Dec 2021 - $190.41m) of available credit of which $151.26m (Dec 2021 - $113.51m) was drawn. All
credit lines are currently provided by a bank syndicate comprised of five lenders across New Zealand and Australia, where Westpac New Zealand
Limited acts as the syndicate agent lender, security trustee and lead lender.
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The following table details the remaining contractual maturities at balance date of the Group’s financial liabilities.
New Zealand dollars
Less than
1 year
$000s
Between
1 and 2
years
$000s
Between
2 and 5 years
$000s
Over
5 years
$000s
At 31 December 2022
Trade and other payables
32,778 - - -
Lease liabilities
9,631 8,361 17,400 34,673
Interest bearing liabilities
22,870 78,072 50,000 -
Total contractual maturities
65,279 86,433 67,400 34,673
At 31 December 2021
Trade and other payables
33,034 - - -
Derivative liability
538 - - -
Lease liabilities
6,782 6,415 15,381 34,789
Interest bearing liabilities
5,246 39,780 67,977 -
Total contractual maturities
45,600 46,195 83,358 34,789
d. Capital risk
Capital risk management focuses on ensuring the Group continues to operate as a going concern and maintains an optimal capital structure to
support its business, maximise shareholder value, and the benefits delivered to other stakeholders.
The Group may maintain or adjust its capital structure by adjusting dividends, returning capital to shareholders, issuing new shares or selling assets.
The Group monitors capital on the basis of shareholder equity ratio, as calculated by total shareholder funds divided by total assets.
The following table details the Group’s shareholder equity ratio at balance date.
New Zealand dollars
2022
$000s
2021
$000s
Total shareholder funds
270,943 246,491
Total assets
547,869 482,269
Shareholder equity ratio
49.45%51.11%
The Group is subject to, and monitors, financial covenants imposed by its lenders, including maintenance of equity ratios, net leverage ratios,
and earnings times interest cover. At no stage during the year did the Group breach any of its lending covenants. The Group, however, obtained
agreement from its banking syndicate in December 2022 to modify two of it covenants for the test periods 31 December 2022, 30 June 2023 and
31 December 2023.
e. Price risk - equity securities
The Group has minor exposure to equity securities price risk through incidental investments classified in the statement of financial position as
investment in financial assets and water shares within intangible assets at fair value. The majority of these investments are in industry-related
entities, only some of which are publicly traded.
A 10% increase or decrease in equity investments with all other variables held constant, has minimal impact on the Group's profit and equity
reserves.
The Board periodically reviews the performance and strategic benefits of these investments. No other formal risk management procedures are
deemed necessary.
The change in the fair value of an investment is recorded through comprehensive income or the statement of profit or loss whenever a previous
revaluation reserve balance is available. When no such reserve exists, any related loss is processed directly in the statement of profit or loss,
otherwise available reserves are utilised to offset the loss.
f. Cash flow interest rate risk
The Group's cash flow interest rate risk arises primarily from short and long-term variable rate borrowings from financial institutions. The Board
continuously reviews term borrowings and uses interest rate swaps to hold a portion of borrowings at fixed rates; these are designated as effective
hedging instruments and hedge accounting is applied.
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The following table outlines the expected undiscounted cash flows relating to the Group's outstanding term and current debt at balance date.
New Zealand dollars
Between
0 and 3
months
Between
3 and 6
months
Between
6 and 12
months
Between
1 and 2
years
Between
2 and 5
years
Over
5
years
At 31 December 2022
Expected undiscounted cash flows based
on current market interest rates ($000s)
2,183 2,183 4,367 3,350 250 -
Floating rate
5.96%
Average term rate
5.74%
At 31 December 2021
Expected undiscounted cash flows based
on current market interest rates ($000s)
943 943 1,886 3,772 2,595 -
Floating rate
2.44%
Average term rate
3.37%
29. Determination of fair values of financial and non-financial assets and liabilities
The following table analyses assets and liabilities carried at fair value.
The different levels are defined as:
–Level 1: quoted prices (unadjusted) in active markets for identical
assets or liabilities that the entity can access at the measurement
date. Instruments in level 1 are comprised of water shares.
–Level 2: inputs other than quoted prices included in level 1 that are
observable for the asset or liability, either directly or indirectly.
–Level 3: unobservable inputs for the asset or liability that have to
be developed to reflect the assumptions that a market participant
would use when determining an appropriate price.
New Zealand dollars
Level 1
$000s
Level 2
$000s
Level 3
$000s
Total
$000s
Biological assets - crop at fair value
- - 63 63
Water shares
5,399 - - 5,399
Irrigation water rights
127 - - 127
Land
- - 47,411 47,411
Buildings
- - 203,527 203,527
Other financial assets
- - 623 623
Derivatives used for hedging (asset)
- 3,438 - 3,438
The following table details interest rate and price sensitivity of the Group’s financial assets and liabilities and their impact on the statement of profit
or loss or equity. Cash and advance balances do not attract interest and are not subject to pricing risk, and are therefore excluded from this analysis.
Interest rate riskPrice risk
Carrying
amount
$000s
-1 %+ 2%- 10%+ 10%
New Zealand dollars
Profit
$000s
Equity
$000s
Profit
$000s
Equity
$000s
Profit
$000s
Equity
$000s
Profit
$000s
Equity
$000s
At 31 December 2022
Financial assets
Current and non current trade
and other receivables
38,246 - - - - ( 3,825) ( 3,825) 3,825 3,825
Investment in financial assets
1,424 - - - - ( 142) ( 142) 142 142
Water shares
5,399 - - - - - ( 540) - 540
Derivative assets
3,438 - ( 1,167) - 2,300 - - - -
Financial liabilities
Trade and other payables
32,778 - - - - - - - -
Term liabilities
128,072 1,281 1,281 ( 2,561) ( 2,561) - - - -
Interest bearing liabilities
22,870 229 229 ( 457) ( 457) - - - -
Total increase / (decrease)
1,510 343 ( 3,018) ( 718) ( 3,967) ( 4,507) 3,967 4,507
At 31 December 2021
Financial assets
Current and non current trade
and other receivables
31,499 - - - - ( 3,150) ( 3,150) 3,150 3,150
Investment in shares
2,054 - - - - ( 205) ( 205) 205 205
Water shares
8,421 - - - - - ( 842) - 842
Financial liabilities
Derivative liabilities
538 - ( 190) - 379 - - - -
Trade and other payables
33,034 - - - - - - - -
Term liabilities
107,757 1,078 1,078 ( 2,155) ( 2,155) - - - -
Interest bearing liabilities
5,246 52 52 ( 105) ( 105) - - - -
Total increase / (decrease)
1,130 940 ( 2,260) ( 1,881) ( 3,355) ( 4,197) 3,355 4,197
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The reconciliations for level 3 fair value requirements are shown.
–Land and buildings (note 10)
–Biological assets - crop (note 12)
–Other financial assets (note 23)
The following table shows the valuation techniques used in the determination of fair values within level 3 of the hierarchy, as well as the key
unobservable inputs used in the valuation models.
TypeFair valueMethodKey unobservable inputs
How unobservables
impact estimated fair
value
Biological assets -
crop at fair value
Includes New Zealand
avocados and Australian
plums and speciality pears.
$ 0.06 mEstimated market value less selling
costs and costs to market (have
achieved sufficient biological
transformation). See note 12.
Forecast yields.
Market sales price.
Costs to harvest.
Increases with yields.
Increases with price.
Decreases with higher
costs.
Land and buildings$ 250.94 mAn annual revaluation is used
to estimate fair value, which is
performed on approximately
one third of land and buildings
on a rolling 3-year cycle by an
independent valuer using four
different approaches; replacement
cost approach, sales approach,
capitalisation of rents approach and
discounted cash flow approach. See
accounting policies below and note
10 for further details.
Comparative market
rents and applicable
discount rate.
Comparative market
sales.
Current level of building
costs.
Increases with market
rental, and lower
discount rates.
Increases with market
sales.
Increases with building
costs.
Other financial assets$ 0.62 mCalculating the present value
of expected cash flows using
contractual interest rates, expected
repayment dates and discount rate.
Repayment dates.
Discount rates.
Increases with an earlier
repayment date.
Increases with a lower
discount rate.
Accounting policies
Financial assets, liabilities and instruments
The fair value of financial assets and financial liabilities must be
estimated for recognition and measurement or for disclosure
purposes. Fair value measurements are categorised into a three-level
hierarchy, based on the types of inputs to the valuation techniques
used.
The fair value of financial instruments traded in active markets (such
as publicly traded derivatives, and trading and investment in shares)
is based on quoted market prices at balance date (level 1 inputs). The
quoted market price used for financial assets held by the Group is the
current bid price; the appropriate quoted market price for financial
liabilities is the current ask price.
The fair value of financial instruments that are not traded in an active
market (for example, over-the-counter derivatives) is determined
using valuation techniques (level 2 inputs). The Group uses the
appropriate method and makes assumptions that are based on market
conditions at each balance date. Quoted market prices or dealer
quotes for similar instruments are used for long-term debt instruments
held.
The fair value of interest rate swaps are calculated as the present
value of the estimated future cash flows. Other techniques, such as
estimated discounted cash flows, are used to determine fair value for
the remaining financial instruments.
Trade receivable and payables
The carrying value less estimated credit adjustments of trade
receivables and payables are assumed to approximate their fair values
due to their short term nature. The fair value of financial assets and
liabilities with unobservable (level 3 inputs), reflects the assumptions
that market participants would use when determining an appropriate
price; additional disclosure is provided for the inputs and assumptions
used in such cases.
Land and buildings
Fair value is based on an annual revaluation, which is performed
on land and buildings based on a rolling three-year cycle by an
independent valuer, with approximately one third of land and buildings
assets valued each year using four different approaches as described
in note 10.
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30. Derivative financial instruments
New Zealand dollars
2022
$000s
2021
$000s
Assets
Interest rate swap contracts and forward exchange contracts - cash flow hedge
3,438 -
Liabilities
Interest rate swap contracts and forward exchange contracts - cash flow hedge
- 538
Group bank loans currently bear an average variable interest rate of 5.8% (Dec 2021 – 3.0%), with the Group using interest rate swaps to protect
the term portion of the loans.
Swaps cover 61% (Dec 2021 - 83%) of the term liabilities at balance date and are classified as held for trading or as cash flow hedges.
Cash flow hedges
The following table details the interest rate swaps.
Term loan
Amount
$000sVariable rateLoan maturity
Hedge fixed rate
excluding bank
margin
Hedge
effective dateHedge expiry
NZD $28m
28,000 5.50%
31 January 2024
2.70%
10 May 202231 January 2024
NZD $50m
50,000 5.70%
31 January 2025
2.89%
10 May 202231 January 2025
Total (NZD)
78,000
All interest rate swaps are on a hedge ratio of 1:1 basis with the associated term loan value.
The following table details the forward exchange contracts.
Term loan
Amount LCY
$000sSpot rateHedge fixed rateHedge expiry
2022
NZD - AUD hedges
2,674 0.9366 0.9000
29 December 2023
USD - NZD hedges
116 0.6335 0.6456
13 January 2023
2021
NZD - AUD hedges
583
0.9421 0.9599
28 February 2022
EUR - NZD hedges
157
0.6032 0.6164
4 February 2022
Accounting policies
Derivative financial instruments and hedging
Derivatives are initially recognised at fair value at the date a derivative
contract is entered into and are subsequently re-measured to their
fair value at each balance date. The resulting gain or loss is recognised
as a financing cost in profit or loss immediately unless the derivative
is designated and effective as a hedge instrument, in which event the
timing of the recognition in profit or loss depends on the nature of the
hedge relationship. Derivatives are classified as current or non-current
based on the effective date.
Hedge accounting
The Group designates certain derivatives as cash flow hedges. At
the inception of the hedge relationship the Group documents the
relationship between the hedging instrument and hedged item, along
with its risk management objectives and its strategy for undertaking
various hedge transactions. Furthermore, at the inception of the hedge
and on an ongoing basis, the Group documents whether the hedging
instrument that is used in a hedging relationship is highly effective in
offsetting changes in cash flows of the hedged item.
Cash flow hedge
Hedge accounting is discontinued when the Group revokes the hedge
relationship, the hedging instrument expires or is sold, terminated,
exercised or no longer qualifies for hedge accounting. When a hedging
instrument expires, is sold, or no longer meets the criteria for hedge
accounting, any cumulative gain or loss existing in equity at that time
remains in other comprehensive income and is recognised when
the forecast transaction is ultimately recognised in the statement of
profit or loss. When a forecast transaction is no longer expected to
occur, the cumulative gain or loss that was reported in comprehensive
income is immediately transferred to the statement of profit or loss
within other gains / (losses).
Derivatives and financial instruments
The Board uses judgement in selecting an appropriate valuation
technique for financial instruments not quoted in an active market.
Valuation techniques commonly used by market practitioners are
applied. For derivative financial instruments, assumptions are based
on quoted market rates and reliance placed on quotes provided by
Westpac New Zealand Limited.
The fair values of the interest rate swaps and forward exchange
contracts are determined by Westpac New Zealand Limited and
reviewed by the Board.
The gains and losses recognised in comprehensive income appear in
the statement of profit or loss.
Hedge effectiveness
Hedge effectiveness is determined at the inception of the hedge
relationship and through annual prospective effectiveness
assessments to ensure that an economic relationship exists between
the hedged item and hedging instrument.
The Group enters into interest rate swaps that have similar critical
terms as the hedged item, such as reference rate, reset dates, payment
dates, maturities and notional amount. The Group enters into foreign
exchange contracts where purchases or receipts are expected to be
settled in that foreign currency. The Group does not hedge 100% of its
loans or foreign exchange contracts.
Hedge ineffectiveness may occur due to:
–the credit value/debit value adjustment on the interest rate swaps
which is not matched by the loan,
–differences in critical terms between the interest rate swaps and
loans, or,
–trading ceases to exist in the foreign currency.
There was no material ineffectiveness during 2022 or 2021 in relation
to the interest rate swaps or foreign exchange contracts.
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31. Financial instruments summary
The following table categorises the Group's financial assets.
New Zealand dollars
Financial assets
at amortised
cost
$000s
Financial assets
at fair value
through profit
or loss
$000s
Total
$000s
At 31 December 2022
Cash and cash equivalents
3,554 - 3,554
Current trade and other receivables excluding prepayments
29,944 - 29,944
Non current trade and other receivables excluding prepayments
5,099 - 5,099
Derivative financial instruments
-3,438 3,438
Investment in financial assets
- 1,424 1,424
Total financial assets at 31 December 2022
38,597 4,862 43,459
At 31 December 2021
Cash and cash equivalents
12,361 - 12,361
Current trade and other receivables excluding prepayments
28,497 - 28,497
Non current trade and other receivables excluding prepayments
814 - 814
Investment in financial assets
- 2,054 2,054
Total financial assets at 31 December 2021
41,672 2,054 43,726
The following table categorises the Group's financial liabilities.
New Zealand dollars
Derivative
financial
instruments
used for
hedging
$000s
Financial
liabilities at
amortised cost
$000s
Total
$000s
At 31 December 2022
Trade and other payables
- 32,778 32,778
Current interest bearing liabilities
- 22,870 22,870
Non current interest bearing liabilities
- 128,072 128,072
Total financial liabilities at 31 December 2022
- 183,720 183,720
Financial liabilities as at 31 December 2021
Trade and other payables
- 33,034 33,034
Current interest bearing liabilities
- 5,246 5,246
Derivative financial instruments
538 - 538
Non current interest bearing liabilities
- 107,757 107,757
Total financial liabilities at 31 December 2021
538 146,037 146,575
Accounting policies
The Group classifies its financial instruments in the following
categories in accordance with NZ IFRS 9:
–amortised cost for financial assets and liabilities,
–assets at fair value through other comprehensive income (FVOCI),
–assets at fair value through profit or loss (FVTPL),
–liabilities at fair value through profit or loss, and
–other financial liabilities.
The classification of financial assets and liabilities under NZ IFRS
9 is generally based on the business model in which the financial
instrument is managed and its contractual cash flows characteristics.
On initial recognition, a financial instrument is classified as measured
at amortised cost, FVOCI and FVTPL.
Financial instruments are not reclassified subsequent to their initial
recognition unless the Group changes its business model in which case
all affected financial instruments are reclassified on the first day of the
first reporting period following the change in the business model.
A financial instrument is measured at amortised cost if it meets both
of the following conditions and is not designated at FVTPL:
–it is held with the objective to collect contractual cash flows; and
–its contractual terms give rise on specified dates to cash flows that
are solely for the payments of principal and interest on the principal
amount outstanding.
On initial recognition of an equity investment that is not held for
trading, the Group may irrevocably elect to present subsequent
changes in the investment’s fair value in other comprehensive income.
The election is made on an investment by investment basis.
All financial instruments not classified as measured at amortised cost
or FVOCI as described above are measured at FVTPL.
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ANNUAL REPORT 2022 | SEEKA LIMITED74
PricewaterhouseCoopers, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz
Independent auditor’s report
To the shareholders of Seeka Limited
Our opinion
In our opinion, the accompanying financial statements of Seeka Limited (the Company), including its
subsidiaries (the Group), present fairly, in all material respects, the financial position of the Group as at
31 December 2022, its financial performance and its cash flows for the year then ended in accordance
with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and
International Financial Reporting Standards (IFRS).
What we have audited
The Group's financial statements comprise:
● the statement of financial position as at 31 December 2022;
● the statement of profit or loss for the year then ended;
● the statement of comprehensive income for the year then ended;
● the statement of changes in equity for the year then ended;
● the statement of cash flows for the year then ended; and
● the notes to the financial statements, which include significant accounting policies and other
explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the audit of the financial statements section of our
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
We are independent of the Group in accordance with Professional and Ethical Standard 1 International
Code of Ethics for Assurance Practitioners (including International Independence Standards) (New
Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the
International Code of Ethics for Professional Accountants (including International Independence
Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), and we
have fulfilled our other ethical responsibilities in accordance with these requirements.
Our firm carries out other services for the Group in the areas of tax compliance, consulting and tax
pooling and agreed upon procedures in respect to the half year financial statements and the debt
covenant compliance certificate. The provision of these other services and relationships have not
impaired our independence as auditor of the Group.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current year. These matters were 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 these matters.
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Description of the key audit matter How our audit addressed the key audit matter
Forecast compliance with bank financial
covenants
As at 31 December 2022 the Group had
banking facilities totalling $210.6 million of
which $151.3 million was drawn.
As noted in the basis of preparation section
of the financial statements, following
several adverse events affecting
profitability, the Group obtained agreement
from its banking syndicate in December
2022 to modify some of the financial
covenants in the Syndicated Facilities
Agreement for the test dates as at 31
December 2022, 30 June 2023 and 31
December 2023.
The Group complied with all financial
covenants throughout the year ended 31
December 2022.
The Directors have considered the forecast
cash flows and covenant compliance,
including the expected impact from
Cyclone Gabrielle on the 2023 harvest. The
Directors have concluded that, based on
the current information, there are no
material uncertainties that the Group would
not be able to comply with those covenants
as at 30 June 2023 and 31 December
2023, which are those within the 12 months
following the approval of the Group’s
financial statements.
In order to assess the impact of Cyclone
Gabrielle the Group has undertaken
targeted inspections and discussions with
affected growers to understand and
determine expected kiwifruit crop
reductions.
Forecast compliance with bank financial
covenants is considered a key audit matter
due to the significant level of management
judgement applied in estimating the future
performance used in calculating covenant
compliance.
Our procedures included:
● identifying and evaluating the design, and
determining the implementation of controls related
to forecasting financial covenant compliance;
● obtaining and reading the Syndicated Facilities
Agreement and amendments to that agreement;
● obtaining the Group’s financial covenants
calculation for the year ended 31 December 2022
and testing the accuracy of the calculations;
● obtaining the Group’s forecast financial covenants
for the test dates as at 30 June 2023 and 31
December 2023, which cover those within the 12
months following the approval of the Group’s
financial statements and:
○ assessing the reasonableness of
management’s forecasts in light of historical
performance and our analysis of the forecasts
used in the goodwill impairment tests;
○ evaluating the reasonableness of the Group’s
sensitivities to the forecast by performing our
own sensitivities and stress tests of significant
assumptions to assess the level of forecasting
risk at each test date;
○ evaluating the reasonableness of a number of
factors that the Group identified that may
improve earnings and / or reduce debt before
the two financial covenant test dates;
○ evaluating management's assessment of the
effect of Cyclone Gabrielle on the crop
estimates for the 2023 harvest and, therefore,
the forecast financial performance for the year
ending 31 December 2023, including:
■ obtaining the Group’s estimate, and
supporting calculations and evidence of
the impact of this event on the 2023
kiwifruit harvest;
■ discussing management’s process for
preparing this forecast impact;
■ for a sample of orchards, validating the
estimated impact on the kiwifruit crop by
discussing the impact with growers,
including the Group’s grower-Directors;
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PwC
Description of the key audit matter How our audit addressed the key audit matter
○ assessing the estimated impact and
uncertainties in this estimate against the
headroom in the forecast financial covenant
calculations at the two financial covenant test
dates;
○ obtaining appropriate representations from the
Directors; and
● reviewing the adequacy of the disclosures in the
financial statements.
Goodwill impairment tests
As at 31 December 2022, the carrying
amount of the Group’s goodwill amounted
to $20.2 million as disclosed in note 11 of
the financial statements.
Management has performed impairment
testing for each cash generating unit (CGU)
on a value-in-use basis, using a discounted
cash flow model based on forecast future
performance to determine the recoverable
amount.
As a result of the impairment tests at 30
November 2022 the goodwill balances
associated with the SeekaFresh and Kiwi
Crush CGUs were fully impaired.
There was no impairment identified for the
Post Harvest CGU. Goodwill recognised as
at 31 December 2022 solely relates to this
CGU.
The impairment testing of goodwill is
considered a key audit matter due to the
significant level of management judgement
applied in estimating the future
performance and cash flows for the Group
and material CGUs, along with the discount
rate and terminal growth rate used in
estimating the recoverable amounts.
Our audit focused on assessing and challenging the
significant estimates and assumptions used by
management in the impairment tests, along with
evaluating the overall Group impairment test.
Our procedures included:
● identifying and evaluating the design, and
determining the implementation of controls related
to the impairment tests
● evaluating the appropriateness of the CGUs,
including the changes made to the definition of the
Group’s CGUs during the year;
● agreeing the cash flows included in management’s
impairment model for each CGU to the latest board
approved five year plan and budget for the year
ending 31 December 2023;
● assessing the Group’s forecasting accuracy by
comparing historical forecasts to actual results;
● evaluating the key cash flow assumptions by
obtaining from management a detailed analysis of
supporting information including, for the Post
Harvest CGU, the forecast supply of trays to the
packhouses, earnings per tray, and overheads. We
compared this information to historical outcomes
and external reports;
● engaging our in-house valuation expert to assist us
with:
○ assessing whether the discount rates and
long-term growth rates used by management
for each CGU was reasonable in the context
of the forecasts; and
○ considering management’s paper comparing
the net assets and the market capitalisation of
the Company. This analysis was completed as
part of our assessment of indicators of
impairment.
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Description of the key audit matter How our audit addressed the key audit matter
● testing the accuracy of the calculations in
management’s impairment model for each CGU,
and checking the carrying amount of the CGU’s net
assets was correct;
● performing a sensitivity analysis across a range of
reasonably possible changes in cash flow
assumptions;
● assessed whether there were any impairment
indicators between 30 November 2022 and
31 December 2022; and
● reviewing the adequacy of the disclosures in the
financial statements.
Valuation of land and buildings
As reflected in note 10 of the financial
statements, the Group has a policy of
revaluing its land and buildings on a three-
year rolling cycle (excluding assets under
construction). At each balance date
approximately one-third of the Group’s
properties are revalued by an independent
external valuer using a combination of four
different approaches to arrive at a fair
value.
The Group then utilises its internal
valuation expertise to evaluate whether,
based on the results of the third party
valuations and other recent market data,
the remaining New Zealand and Australia
asset values remain appropriate and
materially reflect fair value. No material
change was identified.
The total value of the Group’s land and
buildings at year end is $250.9 million.
We included the valuation of land and
buildings as a key audit matter because of
the level of judgement inherent in the
valuations.
Our audit of the land and buildings of the Group focused
on the judgements inherent in the valuation of those
assets.
Our procedures included:
● identifying and evaluating the design, and
determining the implementation of controls related
to the valuations
● assessing the independence, objectivity and
competence of the third party valuers;
● engaging our in-house valuation expert to challenge
the work performed by the third party valuers and
assess the reasonableness of the assumptions
used, such as capitalisation and discount rates;
● reviewing and challenging management’s
assessment of the carrying values of the Group’s
land and buildings not independently revalued
during 2022 by comparing our own independent
assessment of valuation ranges using our own
valuation expert; and
● reviewing the adequacy of the disclosures in the
financial statements.
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Our audit approach
Overview
Overall Group materiality: $2,450,000, which represents approximately
0.70% of revenue.
We chose revenue as the benchmark because, in our view, it is the
benchmark against which the performance of the Group is most
commonly measured by users, and is a generally accepted benchmark.
The Group operates in a high-volume low margin industry where net
profit is not representative of the scale of the Group.
In determining the materiality amount we ensured that it was less than
the headroom in the Group’s bank financial covenants calculation as at
31 December 2022.
Following our assessment of the risk of material misstatement, we:
● Selected two entities for full scope audits
● Performed specified audit procedures and analytical review
procedures on the remaining entities
As reported above, we have three key audit matters, being:
● Forecast compliance with bank financial covenants
● Goodwill impairment tests
● Valuation of land and buildings
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements. In particular, we considered where management made
subjective judgements; for example, in respect of significant accounting estimates that involved
making assumptions and considering future events that are inherently uncertain. As in all of our audits,
we also addressed the risk of management override of internal controls, including among other
matters, consideration of whether there was evidence of bias that represented a risk of material
misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain
reasonable assurance about whether the financial statements are free from material misstatement.
Misstatements may arise due to fraud or error. They are considered material if, individually or in
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of the financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall Group materiality for the financial statements as a whole as set out above. These,
together with qualitative considerations, helped us to determine the scope of our audit, the nature,
timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually
and in aggregate, on the financial statements as a whole.
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How we tailored our group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion
on the financial statements as a whole, taking into account the structure of the Group, the accounting
processes and controls, and the industry in which the Group operates.
The materiality levels applied in the full scope audits of the New Zealand and Australian businesses
were calculated by reference to a portion of Group materiality appropriate to the relative scale of the
business concerned (New Zealand), or based on materiality calculated for statutory reporting purposes
where the statutory materiality was lower than that allocated in the Group calculation (Australia).
Other information
The Directors are responsible for the other information. The other information comprises the
information included in the Annual Report, but does not include the financial statements and our
auditor's report thereon.
Our opinion on the 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 financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
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 financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of
the financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the
Directors determine is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole,
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located at the
External Reporting Board’s website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/
This description forms part of our auditor’s report.
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PwC
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been
undertaken so that we might state those matters which we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our
audit work, for this report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Troy Florence.
For and on behalf of:
Chartered Accountants
23 February 2023
Auckland
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Governance
82 Corporate governance statement
92 Board of directors
94 Interests register
95 Directors’ interests in Seeka Limited securities
96 Subsidiary companies
98 Employee remuneration
99 Other disclosures
100 Securities statistics
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Corporate governance statement
As at 31 December 2022
At Seeka we conduct our business safely and ethically within the legal and regulatory framework so we can deliver the best outcomes for our growers,
clients, employees, shareholders, customers and the communities we operate in.
Seeka’s Board and management are committed to best practice governance and Seeka has adopted the recommendations in the NZX Corporate
Governance Code, 17 June 2022 (the Code). Our practices are set out in this corporate governance statement. The Board regularly reviews Seeka's
corporate governance structures against the eight principle recommendations in the Code, and considers Seeka's practices and procedures
substantially meet Code recommendations. Any exceptions are noted in this governance statement, and listed on page 91 of this annual report.
Seeka's governance policies are available on Seeka's website, see Seeka.co.nz/corporate-governance.
The Board approved this governance statement on 23 February 2023.
Principle 1. Code of ethical behaviour
“Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these standards being
followed throughout the organisation.”
Seeka commits to high ethical standards in all dealings undertaken by the Group’s directors, employees and suppliers. We are a produce business that
connects growers with customers. Our business spans cultural, regulatory, and country boundaries, and our directors and management understand
that high ethical standards deliver the best outcomes for our growers, clients, employees, shareholders, customers and communities.
Our commitment to ethical dealings is captured by Seeka’s core brand attribute “founded on relationships.”
Seeka’s Code of Ethics is included in employee induction packs, is available on Seeka’s intranet, and the code's principles and objectives are promoted
to staff each year at staff meetings. The code outlines how directors and management are to consistently act with honesty and integrity, and model
high ethical standards to all employees and stakeholders, adhering to the principle “we do what we say and are accountable for what we do.”
The Code of Ethics provides clear guidance on:
• Conflicts of interest
• Proper use of Seeka information, assets and property
• Conduct, valuing individuals' differences and respecting all stakeholders
• Dealing with gifts or gratuities
• Whistle blowing for safe reporting of potential wrong doing
• Compliance with laws and Seeka policies
• Managing breaches of Seeka’s Code of Ethics
Seeka also has a strict Insider Trading Policy that applies to the Seeka team of directors, officers, senior managers and all employees, that prohibits
team members from direct or indirect dealing in Seeka financial products when holding inside information, plus a duty of confidentiality that protects
the dissemination and use of confidential company information.
The Insider Trading Policy defines black-out periods during which restricted persons (defined below) are prohibited from trading in Seeka shares
unless provided with a specific exemption by the Board. Each black-out period starts 30 days prior to, and finishes the first trading day after, key
events; being the half-year and full-year balance dates, and the release to the NZX of any announcement relating to an offer in Seeka shares.
Restricted persons includes all directors, executive officers, members of the management executive team and their administrative staff, any trusts
and companies controlled by such persons, and advisors. The policy also specifies that Seeka team members should not engage in short-term trading.
Prior to trading in Seeka shares, directors must notify the chair of the Board, and the chair must notify the chair of the audit and risk committee.
No breaches of the Code of Ethics or Insider Trading Policy were reported in the year.
Principle 2. Board composition and performance
“To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and perspectives.”
Seeka’s Board commits to acting in the best interests of the company, to deliver benefits to stakeholders and grow shareholder returns.
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Board charter and responsibilities
The Board Charter sets out the Board’s structure, appointments, remuneration, committees and process for performance review, along with the duties
and responsibilities of the Board and chief executive officer. Seeka’s Board is primarily responsible for:
• Robust and effective health and safety systems and standards
• Compliance with the Financial Markets Authority (FMA) and NZX Listing Rules
• Establishing corporate objectives and strategies
• Meeting obligations under environmental, social and governance (ESG) principles
• Monitoring management’s implementation of Seeka’s strategies
• Overseeing high standards of ethical behaviour
• Approving budgets and monitoring financial performance
• Managing risk to Seeka’s business
• Ensuring timely and transparent stakeholder and market communication
The Board delegates the chief executive officer to lead and manage Seeka’s operations, including being the company’s principal representative. The
chief executive officer is not a Board member.
Board composition
Seeka’s Company Constitution specifies that the Board has a minimum of three and a maximum of seven directors, with provision for an eighth to
be appointed between annual shareholder meetings for Board succession planning. This occurred on 1 September 2021, when Robert Farron was
appointed to the Board.
At the annual shareholders meeting held 22 April 2022, Robert Farron and Stewart Moss were elected by shareholders, and John Burke and Amiel
Diaz retired, at which point the Board reverted to seven directors.
Directors are to contribute a mix of complementary skills that support Seeka’s objectives and strategies, with at least two being independent, and at
least two ordinarily residing in New Zealand. To maintain proper separation between governance and management, all directors are non-executive
and the constitution has no provision for a managing director.
Seeka’s Board is led by the independent chair Fred Hutchings. Non-independent director Amiel Diaz (retired 22 April 2022) was the only director
residing overseas. Since 22 April 2022, the Board has a majority of independent directors.
The following table summarises current director qualifications, independence, skills and experience.
QualificationIndependentExecutive leadershipFinancialLegalSustainabilityKiwifruit industryGovernanceCulturalInternational marketsBrand managementTechnologyProperty valuation
Fred HutchingsBBS, FCA
Martyn BrickBAgCom
Ratahi Cross
Robert FarronBBS, CA
Stewart Moss
Cecilia TarrantBA/LLB Hons, LLM
Ashley WaughBBS
Director independence
The Board’s Charter follows NZX Listing Rules to determine the independence of a director. Directors must inform the Board of all relevant
information and the Board confirms director independence at least annually.
Two directors that served on the Board in 2022 were appointees of large shareholders and deemed non independent;
• Ratahi Cross is a representative of Seeka shareholder Te Awanui Huka Pak Limited and is the chair of the Ngai Tukairangi Trust, a large kiwifruit
grower supplying Seeka, and
• Amiel Diaz (retired 22 April 2022), was a representative of Seeka’s shareholder Sumifru Singapore Pte Limited.
As Seeka’s foundation business is kiwifruit, the Board considers experience in the kiwifruit industry a core competency. Four directors that served
on the Board in 2022 have extensive experience in kiwifruit production and handling, and through their extensive interests in kiwifruit orchards that
supply Seeka were considered non-independent directors;
• Martyn Brick
• Ratahi Cross
• John Burke (retired 22 April 2022), and
• Stewart Moss (elected 22 April 2022)
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The Board has four independent directors;
• Fred Hutchings, Board chair and Remuneration Committee chair
• Robert Farron, Audit and Risk Committee chair (since 21 March 2022)
• Cecilia Tarrant, Sustainability Committee chair, and
• Ashley Waugh (Audit and Risk Committee chair, up to 21 March 2022)
Director appointments and induction
As required, the chair establishes a Nominations Committee to review the Board’s composition and performance, and recommend people with
complementary skills to join the Board. Nominees can be appointed by the Board, with the appointment to be approved by shareholders at the next
annual shareholder meeting, or nominated and elected to the Board by shareholders at the annual shareholder meeting. The Board provides guidance
to shareholders on a candidate’s suitability for appointment or reappointment.
Directors enter a written agreement covering the term of their appointment and are provided with detailed information about Seeka, the Group’s
strategies, policies and procedures, and any other training or other support that will help the director become a fully-functioning member of the
Board.
The chair undertakes an annual assessment of Board, director and committee performance, seeking assistance, as required, from the Nominations
Committee and external advisors.
Director tenure at 31 December 2022
0 to 3 years3 to 6 years6 to 9 years9 to 12 years
2
1
1
2
1
1
1
1
2
1
1
3 Non-independent directors
4 Independent directors
While there is no maximum term, the Board annually reviews director length of service and any potential impact on director independence. When
the Board recommends the re-election of a director whom has served longer than 12 years, it will explain to shareholders its rationale for supporting
re-election.
At the April 2022 annual shareholders meeting, two directors retired; Amiel Diaz, having served 12 years, and John Burke, having served ten years.
Director profiles
Director profiles are listed on Seeka’s website (see Seeka.co.nz/investors), and are included on page 92 of this annual report. Full disclosure of
director interests according to section 140 (2) of the Companies Act 1993 are listed on page 94 of this annual report.
Diversity
Diversity is the range of attributes held by members of a group. Seeka’s Board believes diversity within the Board and the company provides a deeper
understanding of stakeholders, broadens the range of skills available to Seeka, and will lead to improved business performance.
The Board works to optimise diversity across directors, while managing an efficient governance process. The Board’s focus is on diversity in culture
and ethnicity, business skills and innovative thinking as these attributes are key to understanding the operating environment of our key clients,
creating unique solutions, and improving stakeholder outcomes and shareholder returns. Notably Ratahi Cross of Ngai Tukairangi is a lecturer in
Māori history, and Martyn Brick, Stewart Moss, Cecilia Tarrant and Ashley Waugh have rural backgrounds.
The following table reports self-identified gender composition of the Board and senior management team as at 31 December 2022.
FY22FY21
FemaleMaleGender diverseFemaleMaleGender diverse
Directors160170
Senior managers260270
Total31203140
Diversity policy
Seeka is committed to providing an inclusive environment that supports a diversity of thinking and skills. Aspects of diversity include gender, ethnic
background, religion, marital status, culture, disability, economic background, education, language, physical appearance and sexual orientation.
During the year ended 31 December 2022, Seeka performed in adherence to the principles of our Diversity Policy.
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Professional development
Directors are supported to undertake professional development through individual training and by attending relevant courses.
Evaluation of board, committee and director performance
The Board Charter specifies that the chair undertakes an annual review of Board, committee and director performance. The chair's 2022 review found
that the Board, committees and directors have fulfilled all their duties and responsibilities for sound corporate governance as specified by the Board
Charter.
Principle 3. Board committees
“The board should use committees where this will enhance its effectiveness in key areas, while still retaining board responsibility.”
The Board has three permanent committees and will form ad-hoc committees to efficiently and effectively carry out key governance functions, while
retaining ultimate responsibility for all decisions and actions.
All committees operate under written charters which define the role, authority and operations of the committee. All Seeka directors and committee
members are non-executive, and Seeka management and other employees may only attend committee meetings when invited by the committee. The
Board reviews the Audit and Risk, Sustainability, Remuneration, and Nominations Committee Charters biennially.
Committee membership and workload management
Seeka is governed by a seven-member non-executive Board, except during succession planning when an eighth director may be appointed until the
next annual shareholders meeting, at which point the Board reverts to seven directors. To provide effective and transparent committee governance,
while managing workload across Board members, Seeka’s committee charters ensure each committee is chaired by an independent director, with
committee members drawn from both independent and non-independent directors that furnish the best skill set. The Audit and Risk Committee
Charter specifies a majority of independent directors.
The current standing committees and their members are:
Audit and risk
CompositionRoleMembersCharter
Independent chair with a minimum of two
other directors. The committee must have
a majority of independent directors, with at
least one having an accounting or financial
background. The chair may not be the
Board chair.
Examines financial reporting, compliance,
external and internal auditing, risk management
and risk insurance. As required, the committee
also undertakes the duties of a Due Diligence
Committee.
Robert Farron, chair
Martyn Brick
Ashley Waugh
Audit and Risk
Committee
Charter
Sustainability
CompositionRoleMembersCharter
A minimum of two directors appointed
by the Board. No management members,
but the chief executive or delegate to be
invited to meetings.
Ensures Seeka uses an appropriate reporting
framework, provide strategic guidance on targets,
measures and performance, and examines the
strategic implications of climate change.
Cecilia Tarrant, chair
Fred Hutchings
Ratahi Cross
Sustainability
Committee
Charter
Remuneration
CompositionRoleMembersCharter
Independent chair with a minimum of two
other directors. When not an appointed
member, the Board chair will be an ex-
officio member.
Examines the performance, remuneration and
succession planning of the chief executive officer,
the remuneration of senior managers, company-
wide employee remuneration policy and human
resource plans and policies.
Fred Hutchings, chair
Cecilia Tarrant
Stewart Moss
Remuneration
Committee
Charter
In addition, the chair periodically establishes an ad-hoc nominations committee.
Nominations
CompositionRoleMembersCharter
Independent chair with a minimum of two
other directors.
Examines the directors’ terms of engagement,
Board succession planning, seeks and evaluates
nominees, and advises the Board on director
appointments.
Established as requiredNominations
Committee
Charter
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In the event of a takeover offer, the Board Charter provides for the formation of an ad-hoc Initial Response Committee and an Independent Takeover
Response Committee to enact the procedures and protocols of the Board's Takeover Response Manual.
Initial Response Committee
CompositionRoleMembers
Independent directors.Manage the initial response to an unexpected
takeover notice.
Fred Hutchings
Robert Farron
Cecilia Tarrant
Ashley Waugh
Independent Takeover Response Committee
CompositionRoleMembers
Directors that are independent of the
bidder and of the bid.
Manage the takeover response and act in the
interests of all shareholders.
Appointed by the Board
To date there has been no need to convene an Initial Response Committee meeting or form an Independent Takeover Response Committee.
While the Board considers the current range of committees comprehensively manages the governance of Seeka’s business, and provides the best
outcomes for shareholders and other stakeholders, the Board Charter allows ad-hoc committees to be formed as required to aid Board decision
making.
The following table reports Board and committee meeting attendance in 2022, see page 93 for changes to Board and committee membership
during the year.
IndependentBoardAudit and RiskSustainabilityRemunerationNominations
directorMeetingsAttendedMeetingsAttendedMeetingsAttendedMeetingsAttendedMeetingsAttended
Fred HutchingsYe s1111--5533--
Martyn BrickNo111044------
John BurkeNo335311----
Ratahi Cross
No1111--4322--
Amiel DiazNo33--------
Robert FarronYe s111199------
Stewart MossNo88----11--
Cecilia TarrantYe s1111--5533--
Ashley WaughYe s111199------
Principle 4. Reporting and disclosure
“The board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of corporate disclosures.”
Seeka’s Board is committed to keeping investors and the wider market fully informed of all material information concerning the company’s operating
environment and business performance. In addition to all information required by law and NZX Listing Rules, Seeka provides stakeholders with a mid-
year performance update, along with regular operational updates to growers.
Seeka's Continuous Disclosure Policy covers the classification, timing and release of material information to investors and other stakeholders. The
chair of the Board, chair of the audit and risk committee, chief executive and chief financial officer (the disclosure committee) are responsible for
identifying material information between Board meetings. At every Board meeting the Board considers whether its deliberations and decisions trigger
a need for a disclosure to the NZX.
As stewards of more than 3,900 hectares of orchards in New Zealand and Australia, Seeka is committed to applying industry best practices and
international guidelines for all asset management, backed up by rigorous auditing. This includes certification to the international GLOBALG.A.P
standard for good agricultural practice that focuses production and supply management on the consumer’s demand for safe food.
See www.globalgap.org.
Seeka as an employer is focused on sustainable land management that supports long-term employment and wealth creation in our rural
communities, and has formally implemented the GLOBALG.A.P GRASP module with its extended social standards for worker health, safety and
welfare. See www.globalgap.org/uk_en/for-producers/globalg.a.p.-add-on/grasp/.
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In New Zealand, Seeka has partnered with all supplying growers to form independent, grower-controlled entities that manage grower fruit returns;
kiwifruit growers appoint Seeka Growers Limited as their agent for the supply of kiwifruit to Seeka, with avocado growers appointing AvoFresh
Limited. See www.seeka.co.nz/seeka-grower-council and www.seeka.co.nz/avofresh.
Seeka Growers Limited and AvoFresh Limited manage market returns in independent bank accounts, approve all service distributions and grower
payments, and publish independently-audited annual financial statements. Seeka is represented on the entities’ controlling councils, provides
management support, and ensures grower representatives are kept informed on market conditions, industry issues and Seeka’s operational
performance for their fruit.
Seeka complies with the financial reporting requirements prescribed by the Companies Act 1993, Financial Markets Conduct Act 2013 and the NZX
Listing Rules. Seeka also considers environmental, social and governance concerns, and discloses to the market any environmental factors that may
materially affect operations.
Seeka's Sustainability Committee provides strategic guidance on its environmental, social and governance (ESG) framework, targets, measures and
performance. Since 2020, Seeka has been reporting its ESG initiatives in the annual and interim reports, and in June 2022 Seeka published its first
stand-alone sustainability report.
Seeka's 2022 Sustainability Report details Seeka's journey to be a sustainable business and Seeka's aim to be net zero carbon by 2050, and an
employer of choice that provides excellent service to Seeka customers while supporting the wellbeing of our communities.
Seeka began measuring emissions in 2019 using the Ministry for the Environment's carbon footprint workbook, before calculating its 2020 and 2021
footprint using the internationally recognised standard ISO 14064-1: 2018 - Greenhouse gases, with the results verified by Toitū. Using this data, Seeka
has a platform to understand its impact on the environment, identify key areas of emissions, and define three intensity-based performance indicators;
tonnes CO2e per $1 million of revenue, per 100,000 class 1 trays packed, and per permanent employee.
The report publishes Seeka's total and intensity-based CO2e emissions since 2019, and the progress of multiple carbon-reduction initiatives. Along
with environmental sustainability, the report also updates stakeholders on Seeka's social sustainability programmes and ESG governance processes,
including climate change risk and opportunity analysis.
Starting from 2022, yearly sustainability reports are scheduled to be published each June.
Principle 5. Remuneration
“The remuneration of directors and executives should be transparent, fair and reasonable.”
Director remuneration
In accordance with the Board Charter, the chair uses independent professional advice and market information to review director remuneration within
a two year period, with shareholders approving any increase to the pool available to pay directors’ fees. Approval was last sought in April 2022, when
the pool limit was set at $610,000 per annum. As part of Board succession planning, the Board had eight directors up until the 22 April 2022 annual
shareholders meeting, after which the Board reverted to seven directors. Due to this temporary increase in the number of directors the total fees paid
exceeded the pool limit by $14,434, as permitted under NZX Rule 2.11.
As determined by the Board, the directors are remunerated by a base director fee, a Board chair fee, and chair or membership fees for three Board
committees as per the following schedule that was presented to shareholders in April 2022. The total Board chair fee will not exceed $140,000,
irrespective of whether the chair would otherwise be eligible for committee fees.
NumberDirector feeChair feePool
Board7
$ 70,000$ 140,000$ 560,000
Audit and Risk, and Due Diligence Committee3
$ 7,500$ 15,000$ 30,000
Sustainability Committee3
$ 2,500$ 5,000$ 10,000
Remuneration Committee3
$ 2,500$ 5,000$ 10,000
Total director pool
$ 610,000
Directors receive no equity-based remuneration, and receive no performance or retirement benefits. Directors are encouraged but not required to
own Seeka shares. Director shareholdings are disclosed on page 95.
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The following table reports the annual allocation of the pool in 2022, and directors’ fees paid during the financial year. Non-italics are committee
members at year end, italics are part-year membership in 2022, see page 93 for details. No other benefits were provided to directors.
Board
Audit and Risk
Committee
Sustainability
Committee
Remuneration
Committee
Annual base
director fee
Chair
fees
Committee
fees
Director fees
paid during
the year
Fred HutchingsChairMemberChair
$ 70,000$ 70,000$140,000
Martyn BrickDirectorMember
$ 70,000$ 4,664$ 74,664
John BurkeDirectorMemberMember
$ 21,583$ 3,083$ 24,666
Ratahi CrossDirectorMemberMember
$ 70,000$ 2,500$ 72,500
Amiel DiazDirector
$ 21,583$ 21,583
Robert FarronDirectorChair / Member
$ 70,000$ 11,708$ 1,646$ 83,354
Stewart MossDirectorMember
$ 48,521$ 2,500$ 51,021
Cecilia TarrantDirectorChairMember
$ 70,000$ 5,000$ 2,500$ 77,500
Ashley WaughDirectorMember / Chair
$ 70,000$ 3,292$ 5,854$ 79,146
Total
$511,687$ 90,000$ 22,747$624,434
Chief executive officer remuneration
The review of the chief executive officer’s remuneration is undertaken by the remuneration committee with the remuneration package the
responsibility of the Board. Michael Franks was appointed chief executive officer in 2006. His remuneration package comprises a fixed annual
remuneration that covers base salary, vehicle, Kiwisaver contributions, medical and life insurance, and an at-risk annual performance incentive.
The following table reports chief executive officer remuneration for 2022.
Base salaryBenefits
1
FY22 annual
performance incentive
Total remuneration
Michael Franks
$ 763,806$ 51,983 -$ 815,789
1. Benefits are delivered through vehicle, Kiwisaver contributions, medical and life insurance.
Performance incentive
The chief executive officer’s performance incentive has a maximum value of 73% of fixed remuneration for achieving annual targets set by the Board,
including financial performance, strategic goals, health and safety, and risk management. For FY22, the chief executive officer earned no performance
incentive (FY21 - $470,063, paid December 2021).
Employee share scheme
In April 2022, the chief executive officer paid $4.09 per share ($32,720 total payment) for 8,000 shares that vested from the 2019 employee share
scheme (April 2019 issue price $4.76 per share). The chief executive has no further interest in any employee share scheme, and there is no current
scheme.
Principle 6. Risk management
“Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The board should regularly verify
that the issuer has appropriate processes that identify and manage potential and material risks.”
The Board considers risk management an important governance function to protect stakeholders, build long-term wealth in our communities and
optimise shareholder value. The Board retains ultimate responsibility for risk management, with the audit and risk committee providing a specific
focus on material risks as defined in the Audit and Risk Committee Charter.
While no risk management system can completely remove business and financial risks, our goal is to ensure material risks are appropriately identified
and managed within acceptable levels. We accomplish this through a strategic focus, active management, contingency planning and a sensible
balance between costs and anticipated benefits. Wherever appropriate, the processes are consistent with AS/NZS 31000:2009 Risk Management
Principles and Guidelines.
Financial statements and key operational measures are prepared monthly and reviewed by the Board throughout the year to assess business
performance against budget and forecasts.
Seeka has appropriate insurance cover, as available, for property damage to its offices, post harvest processing and fruit handling facilities.
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The Board composition includes directors with long-term experience in New Zealand’s kiwifruit industry, and Australian produce handling and
marketing. Board meetings include periodic site visits in New Zealand and Australia (when practicable with regard to Covid-19 travel restrictions) to
ensure all directors understand the Group’s operating environments when assessing material risk.
The Board’s complementary skill set and understanding of the core business have allowed it to implement strategies to mitigate risk associated
with being a New Zealand kiwifruit handler by diversifying operations across multiple products, expanding into the Australian market and sourcing
revenue from more points along the value chain.
The following summarises the key material risks which the Board have identified and the associated mitigation strategies.
Key risksPotential impactsMitigation strategies
Human diseases including
pandemics
The Group's capacity to deliver time-sensitive services to
stakeholders.
Market access and consumer demand for Group-
handled produce.
Infectious disease manual and access to protective
equipment.
Registered access to Seeka sites and automatic
temperature logging at post harvest facilities.
Geographic separation of orchards and post harvest
facilities.
Health and safetyStakeholder wellbeing and the ability to attract and
retain personnel.
Degrade the Seeka brand and stakeholder demand for
Group services.
Integrated health and safety in all aspects of the
business.
Site safety audits and guarding of moving machinery.
Regular reporting on health and safety performance.
Site securityHealth and safety of Group stakeholders.
Physical damage of Group assets and the ability to
deliver time-sensitive services.
Produce contamination.
Security fencing, alarm systems and third-party
monitoring of Seeka facilities.
Registered access to Seeka sites.
Produce contamination
Market access and consumer demand for Group-
handled produce.
Documented and accredited quality management system.
Recognised suppliers and securely store produce.
Compliance with industry spray programmes and pre-
harvest residue testing.
Plant diseases and pestsThe volume and quality of fruit grown, handled and
sold by the Group.
Best-practice orchard management and geographic
separation of orchards.
Comprehensive orchard monitoring and compliance
with industry spray programmes.
Biosecurity breaches in New
Zealand and Australia by novel
plant diseases and pests
The volume and quality of fruit grown, handled and
sold by the Group.
Market access for Group-handled produce.
Biosecurity border control by government authorities.
Awareness and monitoring of key threats in New
Zealand and Australia.
Regulatory security
Supply chain efficiency and costs.
Market access and market returns for Group-handled
produce.
Active participation in industry associations.
Monitor potential threats and opportunities.
Climate change
The volume and quality of fruit grown, handled and sold
by the Group.
Degrade the Seeka brand and stakeholder demand for
Group services.
Board Sustainability Committee governance and
decarbonisation targets.
Research and development team investigating alternative
orchard practices.
Geographical spread of operations and development of
land management plans.
Cyber attackThe Group's capacity to deliver time-sensitive services
to stakeholders.
Unauthorised access and distribution of sensitive
Group and stakeholder data.
Degrade the Seeka brand and stakeholder demand for
Group services.
Documented and enforced security policy for
information systems.
Professional information technology security systems.
Health and safety
The Board is responsible for health and safety across Group operations, with the chief executive appointing a health and safety manager to ensure
Seeka complies with legislation and operates industry best practice across the Group, while also supporting the management of health and safety
risks by clients and suppliers. The Board reviews performance against set targets at each meeting.
Under Board direction, Seeka has a Covid-19 response committee to protect our people and prepare our business. Seeka worked with health
professionals, secured personal protective equipment, and used social distancing protocols to mitigate risk and keep our people safe as we deliver an
essential service. This includes onsite personnel temperature logging, touchless signing in, the provision of personal protective equipment, two-metre
screening, enlarged break areas, 24-hour cleaning and remote management. Seeka continued operations during the 2022 Omicron outbreak.
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Our people work in multiple, complex environments, and we focus on building safety into everything we do. This included instilling Seeka's safety
culture as we amalgamated OPAC and Orangewood in FY21, and NZ Fruits in FY22. Over the full year, the Group employed more than 6,500 people,
with Group salary and wages equating to 2,396 full time equivalents.
The following table reports Seeka's health and safety lead and lag measures for FY22.
IndicatorFY22 annual targetFY22 actuals
Inspirational people; monthly H&S meetings heldLead90%
93%
Total recordable injury frequency rate
1
Lag
Less than 4.5
2.75
Serious injuries
2
LagZero1
1. Total recordable injury frequency rate (TRIFR) is a key measure that compares total lost time injuries and medical treatments against the total number of hours worked.
TRIFR = (number of recordable lost time and medical treatment injuries) x 200,000 / (number of employee hours worked).
2. Permanently disabled or requiring immediate in-patient hospitalisation.
Principle 7. Auditors
“The board should ensure the quality and independence of the external audit process.”
Seeka’s Audit and Risk Committee Charter outlines Seeka’s commitment to an independent audit process that provides shareholders and the market
with objective, robust, clear and timely financial reporting.
The audit and risk committee in consultation with management and the external auditor reviews the efficiency and effectiveness of the external audit
process, and provides a formal channel of communication between the Board, senior management and the external auditor. The audit and risk committee:
• Oversees the independence of the auditor and ensures they conduct their operations free from any actual or perceived impairments, and
• Monitors the provision of any services beyond the auditor’s statutory audit services.
For FY22, Troy Florence of PricewaterhouseCoopers (PwC) completed his second year as external auditor for the Group.
PwC has confirmed its independence to the audit and risk committee, and that its independence was not compromised during the reporting period.
PwC auditors attend the annual shareholder meeting to answer any shareholder questions about the audit.
In FY22, PwC was paid $529,000 for audit fees and expenses, $12,000 for tax compliance and consulting, $12,000 for tax pooling services and
$7,000 for debt covenant compliance certificate agreed upon procedures.
Internal audit
Seeka has a number of internal controls overseen by the audit and risk committee to ensure the integrity of key financial and operational data. This
includes data access, internal financial controls, adequate resourcing, targeted internal audit programmes and monitoring management’s response to
external audit findings.
Due to the size of Group operations, rather than operating a dedicated financial audit function, Seeka uses its compliance team to conduct internal
audit processes and monitor operational compliance, along with independent providers to regularly test the integrity of the Group’s financial systems.
Directors also consider matters raised by PwC, the external auditor.
Principle 8. Shareholder rights and relations
“The board should respect the rights of shareholders and foster constructive relationships with shareholders that encourage them to engage with
the issuer.”
Seeka’s shareholders include a significant number of grower clients, employees, suppliers and people living in our rural communities. Seeka maintains
open channels of communication with a diverse range of groups to uphold our key brand attribute of delivering excellence to all stakeholders.
The Board is motivated and committed to transparent and regular reporting and engagement with shareholders including:
• Annual and interim reports
• Annual sustainability report
• Market announcements
• Annual shareholder meeting
• Mid-year stakeholder meeting
• Ad-hoc investor presentations
• Attendance of directors at seasonal grower roadshows held throughout the catchment for each produce type
• Clear access to investor information on the company’s website, see Seeka.co.nz/investors
• Open access to senior managers via phone and email, see Seeka.co.nz/senior-management-team
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Shareholders are actively encouraged to attend the annual shareholder meeting and mid-year stakeholder update either in person or online, where
they can raise matters for discussion by directors and senior management. Shareholders vote on major decisions which affect Seeka at the annual
shareholder meeting. Voting is by poll, conducted by the Company’s registrar Link Market Services and overseen by the company’s auditor PwC, on a
one share, one vote principle.
Shareholders are provided with copies of the annual report, and are encouraged to receive electronic communication by contacting our registrar
Link Market Services, see Linkmarketservices.co.nz. Notices of shareholder meetings are posted on the NZX website and Seeka's website. Where
circumstances allow, Seeka sends notices of shareholder meetings at least 20 working days prior to the meeting. A link to Seeka’s announcements
can be directly accessed from Seeka’s website, see Seeka.co.nz/nzx-announcements.
When raising new capital, where practical, the Board will offer a scheme that allows existing shareholders to further invest in the Company on a pro
rata basis so they can maintain their relative proportion of Seeka's issued shares.
Seeka’s current and historical share price is located on the NZX website, see nzx.com/instruments/SEK.
Corporate calendar
In the normal course of business, the Board reports to the following schedule.
End of year market announcementLate February
Dividend payment - full yearApril
1
Annual shareholder meetingApril
Dividend payment - half yearOctober
2
Stakeholder updateOctober
1. In 2022, payment of the full year dividend was moved to 23 February due to the issue of new shares ex-dividend as part of the acquisition of NZ Fruits in February 2022.
2. The half year dividend payment was suspended in 2022.
Differences in practice to NZX Code
The following table summarises the material differences between Seeka’s corporate governance and the Code during the year. Where there are
differences, these have been approved by the Board.
PrincipleConcerningKey difference
Period of
non compliance
2. Board
Composition
and
Performance
2.8A majority of the board
should be independent
directors.
The Constitution and Board Charter specify a minimum of two independent
directors.
As Seeka's foundation business is kiwifruit, the Board considers it appropriate
to have a mix of directors with extensive experience in kiwifruit production
and handling, who in the normal course of business would supply Seeka
with produce from their ongoing orcharding interests. The Board must also
appropriately represent large shareholders.
The specified minimum of two independent directors provides the flexibility
to meet these two criteria, while also ensuring Board decisions reflect the best
interests of Seeka and its security holders.
From 1 January to 22 April 2022, only four out of eight directors (even split)
were deemed independent, with four non-independent; two for their extensive
interests in orchards that supply Seeka (industry expertise), one an appointee
of a large shareholder (market expertise), and one that has extensive interests
in orchards that supply Seeka as well as being an appointee of a large
shareholder (industry expertise).
Since 22 April 2022, Seeka complies with the Code with four out of seven
directors deemed independent (a majority).
From 1 January to
22 April 2022
3. Board
Committees
3.4Standing nominations
committee with
a majority of
independent directors.
The Nominations Committee Charter allows for the formation of an ad-
hoc committee as required. To manage workload across the Board, the
Nominations Committee Charter requires an independent chair.
At all relevant
times
8. Shareholder
Rights and
Relations
8.4If seeking additional
equity capital, issuers
should offer further
equity securities to
existing equity security
holders on a pro rata
basis.
On 2 February 2022, Seeka issued 1,687,860 new ordinary shares as partial
consideration for the acquisition of the shares in New Zealand Fruits Limited
by amalgamation. The Board considered this issue of Seeka shares was an
effective method to secure the acquisition by amalgamation, which would
benefit Seeka, including by further strengthening Seeka's alignment with
growers.
2 February 2022
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Governance
ANNUAL REPORT 2022 | SEEKA LIMITED92
Board of directors
The following directors held office and committee membership on 31 December 2022.
Fred Hutchings BBS, FCA
Independent, non-executive Chair
Member Sustainability Committee, Chair Remuneration Committee
Chartered Member of the Institute of Directors NZ
Appointed 10 September 2012
Fred has commercial and business experience having been a partner at PricewaterhouseCoopers for 27 years where he specialised in assurance
and advisory services, particularly for agribusiness. He also held leadership roles in the partnership including Wellington and South Island managing
partner and for three years was a member of the firm's executive board.
Fred is a director of Speirs Group Limited and Speirs Food Limited, and retired as chairman of Tui Products Limited in 2018 when the business was
sold. He is a past president of Chartered Accountants Australia and New Zealand.
Fred holds an interest in a kiwifruit orchard supplying Seeka.
Martyn (Marty) Brick BAgCom
Non-executive Director
Member Audit and Risk Committee
Appointed 23 April 2013 (retiring at the 2023 annual shareholders meeting)
Marty has experience in agribusiness having worked in rural banking, finance, and horticulture. He established kiwifruit orchards in the Bay of Plenty,
and a post harvest operation which was later sold to Huka Pak. Marty became a director of Te Awanui Huka Pak and chairman of Te Awanui Grower
Council up until Huka Pak’s merger with Seeka in 2009.
Marty holds interests in kiwifruit and avocado orchards supplying Seeka, and is a trustee of Seeka Growers Limited.
Peter Ratahi Cross
Non-executive Director
Member Sustainability Committee
Chartered Member of the Institute of Directors NZ
Appointed 1 March 2016
Ratahi is the chairman of several trust boards throughout the eastern areas of the North Island. He chairs Te Awanui Huka Pak Limited and Ngai
Tukairangi Trust, the largest Māori kiwifruit grower in New Zealand. The trust operates orchards on the Matapihi Peninsula at Mount Maunganui, and
in the Hawke’s Bay, which supply Seeka.
Ratahi has a background in natural science specialising in native flora and fauna. He also lectures in Māori history for several tribes he belongs to.
Robert Farron BBS, CA
Independent, non-executive Director
Chair Audit and Risk Committee
Chartered Member of the Institute of Directors NZ
Appointed 1 September 2021
Robert is a Chartered Accountant (CAANZ) and has had a 30-year executive career in professional services, corporate and institutional banking,
renewable energy development and electricity generation and retailing. Robert has held senior leadership roles in listed companies including chief
financial officer and company secretary of Bay-of-Plenty-based Trustpower and chief executive of Australian-based Tilt Renewables. He has also held
governance and advisory roles for private companies. Robert is based in the Bay of Plenty.
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93SEEKA LIMITED | ANNUAL REPORT 2022
Stewart Moss
Non-executive Director
Member Remuneration Committee
Elected 22 April 2022
Stewart has extensive commercial experience in horticulture and agriculture. He is a kiwifruit grower and member trustee of the Seeka Growers
Council. From his experiences working on a grading machine at Seeka KKP to developing a large-scale kiwifruit orchard, Stewart understands the
many facets of the industry and its supply chain.
Stewart is a large shareholder in one of New Zealand's largest kiwifruit orchards. He brings commercial insights into kiwifruit production and the key
relationships between grower, post harvest operator and the marketer Zespri.
Cecilia Tarrant BA/LLB Hons, LLM
Independent, non-executive Director
Chair Sustainability Committee and Member Remuneration Committee
Chartered Member of the Institute of Directors NZ
Appointed 27 April 2017
Cecilia has more than 25-years experience in law and finance, having worked as a lawyer in Auckland and San Francisco before becoming an
investment banker in New York and London. She is now a professional director. Cecilia is the chair of New Zealand Green Investment Finance Limited,
a director of Payments NZ, and Chancellor of Waipapa Taumata Rau - The University of Auckland. She is also involved in start-up investing and is a
director of the ArcAngels network.
Cecilia is involved in both the beef and dairy industries through her family’s ownership of a dry stock farm in the Waitomo area and partnership in a
dairy farm in the Otorohanga district. Her family have lived in the Waitomo area for more than 100 years.
Ashley Waugh BBS
Independent, non-executive Director
Member Audit and Risk Committee
Appointed 21 May 2014
Ashley has experience in the fresh food industry having worked within the Australasian Fast Moving Consumer Goods (FMCG) markets for more
than 30 years. He also has global experience in the FMCG, foodservice and ingredients markets.
Ashley was the chief executive officer of Australian dairy foods and juice giant National Foods until its merger with Lion Nathan in 2009. His prior
business experience was with the New Zealand Dairy Board and Ford Motor Company.
He currently chairs the board of Colonial Motor Company and chaired Moa, New Zealand’s largest craft brewer, until retiring in 2017, and was a
director of Fonterra Co-operative Group Limited until retiring in November 2018.
Changes in Board and committee membership
21 March 2022 - chair of the Audit and Risk Committee changed
• Robert Farron replaced Ashley Waugh as chair, Ashley Waugh remained a committee member
22 April 2022, Annual Shareholders Meeting - one new director elected, two directors retire
• Stewart Moss elected
• John Burke retired (member Audit and Risk Committee and Sustainability Committee)
• Amiel Diaz retired
• Board has a majority of independent directors (four independent, three non-independent)
18 May 2022 - new appointments to Audit and Risk, Sustainability and Remuneration Committees
• Martyn Brick appointed to Audit and Risk Committee (vacant position from John Burke's retirement)
• Ratahi Cross appointed to Sustainability Committee (vacant position from John Burke's retirement)
• Stewart Moss appointed to Remuneration Committee, replaced Ratahi Cross
1 February 2023
• Hayden Cartwright appointed director of Seeka. Hayden Cartwright will stand for election at the 2023 Annual Shareholders Meeting
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ANNUAL REPORT 2022 | SEEKA LIMITED94
Interests register
During the year the Group undertook related party transactions with directors in the ordinary course of the Company’s business and on usual terms
and conditions.
Directors have made general disclosures of interests in accordance with s140 (2) of the Companies Act 1993. New disclosures advised since
31 December 2021 are italicised.
Fred Hutchings Amwell Holdings Limited Director / Shareholder
Walker Nominees Limited Director
Speirs Group Limited and subsidiaries Director
AvoFresh Limited Director
Seeka Share Trustee Limited Director
Martyn Brick Strathboss Kiwifruit Limited Director / Shareholder
Strathboss Avocados Limited Director
Seeka Growers Limited Director / Trustee
Omega Kiwifruit Limited Director / Shareholder
Katoa Partnership Partner
Zespri International Limited Shareholder
Rokeby Trust Beneficiary
Rokeby Holdings Limited Director / Shareholder
Rising Sun Orchards Limited Shareholder
Peter Ratahi Cross Ngai Tukairangi No2 Trust Trustee / Chair
Te Awanui Huka Pak Limited Director
Seeka Share Trustee Limited Director
Wai O Kaha Gold Landowners General Partner Limited Chair
Wai O Kaha Gold JV General Partner Limited Chair
Robert Farron
Stewart Moss Strathboss Kiwifruit Limited Director / Shareholder
Seeka Growers Limited Director
Seeka Growers Trust Trustee
SJ & GW Moss Partnership Partner
Strathboss Avocados Limited Director
Pepper Street Trust Trustee / Beneficiary
Bateson Trailers Limited Director / Shareholder
Rising Sun Orchards Limited Shareholder
Cecilia Tarrant Payments NZ Limited Director
ArcAngels Angel Investment Network Director
The University of Auckland Chancellor
New Zealand Green Investment Finance Limited Chair
Seeka Share Trustee Limited Director
Ashley Waugh Primrose Hill Farm (Puke-Roha Limited) - Te Awamutu Director / Shareholder
The Colonial Motor Group Limited Chair / Shareholder
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95SEEKA LIMITED | ANNUAL REPORT 2022
Directors’ interests in Seeka Limited securities
The following table details director interests in Seeka shares at 31 December 2022.
InterestShares
Martyn BrickBeneficial
1
1,423,361
Peter Ratahi CrossBeneficial
2
2,300,040
Robert FarronBeneficial
3
5,000
Fred Hutchings Beneficial
4
63,196
Stewart MossBeneficial
5
373,644
Cecilia TarrantBeneficial
7,143
Ashley WaughBeneficial
13,166
1. Held by Omega Kiwifruit Limited (1,145,895), Strathboss Kiwifruit Limited (185,807), Martyn Brick, Christopher Mcfadden and John Burke as trustees of the Rokeby
Trust (83,000) and Martyn Brick (8,659).
2. Held by the trustees of the Ngai Tukairangi No. 2 Trust (585,630) and Te Awanui Huka Pak Limited (1,714,410). P R Cross is a trustee of the Ngai Tukairangi No. 2 Trust
and a beneficiary, and interests associated with P R Cross are beneficiaries, of the Ngai Tukairangi No. 2 Trust. Te Awanui Huka Pak Limited holds Ordinary Shares in
Seeka Limited. P R Cross is a director of Te Awanui Huka Pak Limited. The trustees of the Ngai Tukairangi No. 2 Trust are shareholders in Te Awanui Huka Pak Limited.
3. Held by DJ Craig and RWH Farron as trustees of the RWH Farron Family Trust (5,000).
4. Held by Walker Nominees Limited (47,716), Amwell Holdings Limited (2,523), Sharesies Nominee Limited on behalf of F A Hutchings (2,970), and Sharesies Nominee
Limited on behalf of Amwell Holdings Limited (9,987).
5. Held by Stewart Moss (178,251), jointly held by S J Moss and G W Moss (9,586), and Strathboss Kiwifruit Limited (185,807) of which Stewart Moss holds 0.1% of the
shares and jointly holds a further 19.9%.
The following table details director dealings in Seeka shares during the year.
TransactionDateNumberTotal consideration
Robert FarronPurchase 22 February 2022
5,000 $25,763
Fred HutchingsPurchase
1
23 February 2022
1,188
2
$5,937
Purchase 22 August 2022
10,177
3
$40,708
Cecilia TarrantPurchase
1
23 February 2022
169 $845
1. Acquired under the Seeka dividend reinvestment plan.
2. 1,128 shares by Amwell Holdings Limited, and 60 shares by Sharesies Nominee Limited on behalf of F A Hutchings.
3. 190 shares by Sharesies Nominee Limited on behalf of F A Hutchings, and 9,987 to Sharesies Nominee Limited on behalf of Amwell Holdings Limited.
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ANNUAL REPORT 2022 | SEEKA LIMITED96
Subsidiary companies
The following table details directors of Seeka Limited subsidiary companies as at 31 December 2022.
Subsidiaries added and director changes since 31 December 2021 are italicised.
Michael Franks and Nicola Neilson are officers of Seeka Limited. Nicola Neilson replaced Stuart McKinstry as a director of Seeka subsidiary
companies during the year. Anthony Motion resigned as an independent director for the Group’s Australian subsidiaries on 28 November 2022.
New Zealand incorporated companies
Trading subsidiaries
Aongatete Coolstores Limited Michael Franks, Nicola Neilson
AvoFresh Limited Michael Franks, Fred Hutchings
Delicious Nutritious Food Company Limited Michael Franks, Nicola Neilson
Integrated Fruit Supply & Logistics Limited Michael Franks, Nicola Neilson
Kiwi Coast Growers (Te Puke) Limited Michael Franks, Nicola Neilson
OPAC Properties Limited Michael Franks, Nicola Neilson
OPAC Growers Supply Limited Michael Franks, Nicola Neilson
Northland Horticulture Limited Michael Franks, Nicola Neilson
Ngutupiri General Partner Limited
1
Kylie Burt, Norman Carter, Te Aroha Mani, Rongo Puha
Seeka East Limited Michael Franks, Nicola Neilson
Seeka OPAC Limited Michael Franks, Nicola Neilson
Seeka Share Trustee Limited Fred Hutchings, Cecilia Tarrant, Peter Ratahi Cross
Seeka Te Puke Limited Michael Franks, Nicola Neilson
Not-trading subsidiaries
CMS Logistics Limited John Spratt, Robert Towgood
Eleos Limited Michael Franks, Nicola Neilson
Enviro Gro Limited Michael Franks, Nicola Neilson
Glassfields (NZ) Limited Michael Franks, Nicola Neilson
Guaranteed Sweet New Zealand Limited Michael Franks, Nicola Neilson
Kiwifruit Vine Protection Company Limited Michael Franks, Nicola Neilson
Nutritious Delicious Food Company Limited Michael Franks, Nicola Neilson
Seeka Fresh Limited Michael Franks, Nicola Neilson
Seeka Kiwifruit Industries Limited Michael Franks, Nicola Neilson
Thornton Orchard Limited Donald Murray, Sandra Murrell, Luke Stewart, Joseph Williams
Verified Lab Services Limited Michael Franks, Nicola Neilson
Australian incorporated companies
Little Haven Holdings Pty Limited Michael Franks, Nicola Neilson
Seeka Australia Pty Limited Michael Franks, Nicola Neilson
Seeka Pollen Australia Pty Limited (not trading) Michael Franks, Nicola Neilson
Directors of Group subsidiary companies did not undertake any share dealings in those companies.
On 8 February 2023, Jonathan Van Popering (GM Seeka Australia) was appointed as a director of the Group's three Australian incorporated
companies.
1. Ngutupiri General Partner Limited is a subsidiary of Seeka for the purposes of the Companies Act 1993 and therefore certain disclosures regarding
Ngutupiri General Partner Limited are required to be included in this annual report. However, for the purposes of NZ IFRS, Ngutupiri General
Partner Limited is considered an associate of Seeka and not a subsidiary of Seeka and is therefore included in Seeka’s financial statements as an
associate.
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97SEEKA LIMITED | ANNUAL REPORT 2022
Subsidiary directors’ interests register
Directors of Seeka subsidiaries have made general disclosures of interests in accordance with s140 (2) of the Companies Act 1993. The following new
disclosures have been advised for the year ended 31 December 2022.
Nicola Neilson has no disclosable interest and as such has not made any general interest disclosures.
Kylie Burt, Norman Carter, Te Aroha Mani and Rongo Puha, as directors of Ngutupiri General Partner Limited, have made the following general
disclosures.
Subsidiary company director remuneration
Seeka Limited officers Michael Franks, Nicola Neilson and Stuart McKinstry (until 29 April 2022) received no beneficial director’s fees or other
benefits except as employees.
The following table details the remuneration of Anthony Motion, who was an independent director for the Group’s Australian subsidiary companies.
Director feesAUDNZD @ $1.09
Anthony Motion
$ 18,333$ 20,046
Kylie Burt
Blackburn Orchard Director
Apanui Orchards Joint Venture Director
Norman Carter
CIP Tech Limited Director/shareholder
Tuara Investments Limited Director/shareholder
TKG Nursery Limited Director
Kaiaio Irrigation Limited Director
TKG Landowners GP Limited Director/shareholder
TKG2 GP Limited Director/shareholder
Whenua Fruits Limited Shareholder
TKG Orchard Services Limited Director/shareholder
Te Kaha 15B Ahuwhenua Trust Chairman
Te Kaha Group LLP Director
Karirangi Holiday Park - Whanarua Bay Director
Te Whanau a Apanui Fruitgrowers Inc Executive Member
Te Aroha Mani
Touch Media Limited Director/shareholder
TKG Nursery Limited Director
TKG Landowners General Partner Limited Director/shareholder
Te Kaha 67 Limited Director/shareholder
TKG2 GP Limited Director/shareholder
TKG Orchard Services Limited Shareholder
Rongo Puha
OTK Orchards Limited Director/shareholder
Kaiaio Irrigation Limited Director
TK2B2 and M1 Sec 27 Limited Director/shareholder
TKG Nursery Limited Director
Hinetangi Limited Director/shareholder
TKG Landowners GP Limited Director/shareholder
TKG2 GP Limited Director/shareholder
Essential Connections Limited Director/shareholder
Akuhata Orchard Limited Director/shareholder
Essential Hire Limited Director/shareholder
TKG Orchard Services Limited Director/shareholder
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ANNUAL REPORT 2022 | SEEKA LIMITED98
Employee remuneration
In FY22, the Group employed 804 permanent and more than 5,700 seasonal employees.
The Group had 183 employees (December 2021 - 177), including 10 employees (December 2021 – 3) employed by subsidiaries, that are not directors
whose annual cash remuneration and benefits (including motor vehicles and termination costs) exceed $100,000 in the financial year.
RemunerationFY22FY21
$100,000 - $109,999 36 47
$110,000 - $119,999 43 37
$120,000 - $129,999 28 27
$130,000 - $139,999 19 16
$140,000 - $149,999 10 6
$150,000 - $159,999 8 5
$160,000 - $169,999 5 5
$170,000 - $179,999 9 8
$180,000 - $189,999 6 5
$190,000 - $199,999 4 1
$200,000 - $209,999 3 5
$210,000 - $219,999 - 1
$220,000 - $229,999 3 2
$230,000 - $239,999 1 1
$240,000 - $249,999 1 2
$250,000 - $259,999 - -
$260,000 - $269,000 1 -
$270,000 - $279,000 1 1
$280,000 - $289,000 - 1
$290,000 - $299,999 - -
$300,000 - $309,999 1 1
$310,000 - $319,999 1 -
$320,000 - $329,999 1 -
$340,000 - $349,999 1 -
$350,000 - $359,999-1
$400,000 - $409,999-1
$450,000 - $459,999-1
$460,000 - $469,999-1
$480,000 - $489,999-1
$810,000 - $819,9991-
$1,190,000 - $1,199,999-1
Total
183177
Remuneration includes key performance indicator payments. Remuneration by the Group’s Australian subsidiary Seeka Australia in Australian dollars
was converted to New Zealand dollars using the average exchange rate for the year. The impact of movements in exchange rates from FY21 to FY22
was reviewed and would not have significantly changed the employee remuneration disclosure.
Employee share scheme
As part of their employment benefits, eligible permanent employees are invited to participate in Seeka’s employee share ownership scheme. The 2019
employee share ownership scheme had 568,000 shares allocated to permanent employees at $4.76 per share. These shares vested in April 2022.
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99SEEKA LIMITED | ANNUAL REPORT 2022
Other disclosures
Indemnities and insurance
Clause 9.7 of the Constitution allows the Company to indemnify and insure directors to the extent permitted by the Companies Act 1993.
The Company has provided insurance for all directors and officers, including directors of subsidiaries.
Summary of waivers granted by NZX
No waivers were granted, published or relied on by Seeka in the year ended 31 December 2022.
Donations
In the year ended 31 December 2022, the Group donated $320,834 to support New Zealand youth development, community, cultural and sports
groups, and Pacific health initiatives.
Divided reinvestment plan
Under the company's dividend reinvestment plan, holders of ordinary shares may elect to reinvest the net proceeds of cash dividends payable or
credited to acquire fully paid ordinary shares in the company.
Substantial product holders
As at 31 December 2022, the persons listed in the table below had disclosed a substantial product holding of Seeka shares.
Date of NoticeShares disclosed
Tomlinson Group Investments Limited21 December 2020
2,899,930
1
Masfen Securities Limited20 December 2022
2,138,100
Sumifru Singapore Pte Limited15 September 2015
2,093,558
Seeka Limited ordinary listed shares at 31 December 2022
41,988,282
1. As at 31 December 2022, Seeka's share register records Tomlinson Group Investments Limited as the holder of 3,233,827 Seeka shares.
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ANNUAL REPORT 2022 | SEEKA LIMITED100
Securities statistics
As at 31 December 2022
Top 50 shareholders
Number of
ordinary shares
Percent
Tomlinson Group Investments Limited
3,233,8277.70
Masfen Securities Limited
2,138,1005.09
Sumifru Singapore Pte Limited
2,093,5584.99
Te Awanui Huka Pak Limited
1,714,4104.08
Omega Kiwifruit Limited
1,145,8952.73
Eastern Bay Orchards Limited
881,1282.10
Sharesies Limited
1
778,5061.85
The Maori Trustee
711,2991.69
David John Emslie & Deborah Jocelyn Emslie & Sharp & Cookson Trustee Limited
659,0181.57
Peter Ratahi Cross & Helen Te Kani & Joshua Gear & Helen Ellis & James Lambert
585,6301.39
Cole Family Trust Limited
555,1601.32
Craigs Investment Partners
2
541,2081.29
Christopher William Flood & Mark Schlagel
477,1301.14
Jarden Limited
3
425,8631.01
Seeka Share Trustee Limited
4
420,3351.00
Sheryl D Tebbutt
2
385,6580.92
Mizuho Trust- & Banking Co. Limited
5
378,0000.90
Patricia Colleen Law
310,2400.74
Anne Louise Bayliss & Christopher James Mcfadden
293,2800.70
Burts Orchards (1997) Limited
272,6060.65
Craig Thompson
272,2720.65
Lloyd James Christie
250,0000.60
Grant Keith Oakley & Deborah Jane Oakley & BRG Trustees 2013 Limited
235,2860.56
Development Enterprises Limited
218,7710.52
Sally Gibbons Spencer
203,4410.48
Jared Agri Limited
200,0000.48
Michael Gilbert Franks
191,6540.46
Strathboss Kiwifruit Limited
185,8070.44
Judith Ann Fisher
183,0590.44
Stewart Moss
178,2510.42
Roger Daryl Clark & Colleen Beth Clark
160,4730.38
Iconic Investments Limited
150,0000.36
Matthew Ian Tremain
149,2070.36
Mary Anne Barton
145,7320.35
Malcolm John Cartwright & Helen Catherine Cartwright & Graeme Ingham Trustee Co Limited
144,6830.34
Brian John Cotton Stapleton & Lois Eileen Cotton Stapleton
128,9510.31
Jean Paul Henri Mathias Thull & Lyon Trustees 2014 Limited
124,7410.30
William Douglas Thorpe
123,9300.30
Robin Moss
117,8470.28
Christopher Robert Malcolm & Helen Ann Malcolm
117,6740.28
Bowyer Orchards Limited
116,9060.28
P&M Anstis Trustee Limited
116,7360.28
Bryan Francis Grafas
109,7800.26
Delwyn Bell
108,7830.26
I Hort Limited
108,2220.26
David Raymond Ballard
107,8350.26
John Connor
106,2050.25
Murray Charles Salt & Heather Florrence Salt
103,7700.25
Evan James Cavanagh
101,2020.24
Robyn Adair Slater
100,5890.24
Total
22,562,65853.75
1. Shares held in the name of NZ Depository Nominee Limited.
2. Shares held in the name of Custodial Services Limited.
3. Shares held in the name of FNZ Custodians Limited.
4. Shares held as a bare trustee in multiple parcels for members of the grower
loyalty share scheme (50,337) and employee share ownership scheme
(369,998).
5. Shares held in the name of Citibank Nominees NZ Limited.
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101SEEKA LIMITED | ANNUAL REPORT 2022
Shareholder analysis
Investors
Percent of
investors
Shares
Percent
of shares
By shareholding size
Up to 1,000 shares
68623.57351,1360.84
1,001 to 5,000 shares
1,31245.073,523,3528.39
5,001 to 10,000 shares
43915.083,245,7537.73
10,001 to 50,000 shares
38213.127,652,31918.22
50,001 to 100,000
421.442,943,4517.01
100,001 to 500,000
361.246,510,49115.51
More than 500,000
140.4817,761,78042.30
Total
2,911100.0041,988,282100.00
By residency
New Zealand shareholders
2,85297.9739,506,35994.09
Overseas shareholders
592.032,481,9235.91
Total
2,911100.0041,988,282100.00
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ANNUAL REPORT 2022 | SEEKA LIMITED102
Directory
Board of directors
Fred Hutchings - Chair
Martyn Brick (retiring at 2023 Annual Shareholder Meeting)
Hayden Cartwright (appointed 1 February 2023)
Peter Ratahi Cross
Robert Farron
Stewart Moss
Cecilia Tarrant
Ashley Waugh
Audit and risk committee
Robert Farron – Chair
Martyn Brick
Ashley Waugh
Sustainability committee
Cecilia Tarrant – Chair
Peter Ratahi Cross
Fred Hutchings
Remuneration committee
Fred Hutchings – Chair
Stewart Moss
Cecilia Tarrant
Company officers
Michael Franks
Chief Executive Officer
Nicola Neilson
Chief Financial Officer and Company Secretary
Senior management team
Michael Franks
Nicola Neilson
Chief ExecutiveChief Financial Officer
Kate BryantPaul CroneKevin Halliday
GM Supply and SeekaFreshGM Post HarvestChief Operating Officer
Barry PenellumJonathan van PoperingJim Smith
GM OrchardsGM Australian OperationsGM Grower Services and Marketing
Main contents
Governance
Registered office
Seeka Limited
34 Young Road, RD9, Paengaroa 3189
PO Box 47, Te Puke 3153
Seeka.co.nz
Auditor
PricewaterhouseCoopers
Auckland
www.pwc.co.nz
Bankers
1
Westpac New Zealand Limited
Auckland
www.westpac.co.nz
Westpac Banking Corporation
Melbourne
www.westpac.com.au
ASB Bank Limited
Auckland
www.asb.co.nz
Bank of New Zealand
Auckland
www.bnz.co.nz
Coöperatieve Rabobank U.A. (Rabobank)
Wellington
www.rabobank.co.nz
Share register
Link Market Services Limited
Auckland
www.linkmarketservices.co.nz
NZX
www.nzx.com
Legal advisors
Harmos Horton Lusk Limited
Auckland
www.hhl.co.nz
MacKenzie Elvin
Tauranga
mackenzie-elvin.com
1. All banks are lenders under a syndicated facilities
agreement with Westpac New Zealand as the agent.
seeka.co.nz
34 Young Road, RD 9, Te Puke 3189
PO Box 47, Te Puke 3153, New Zealand
+64 7 573 0303, info@seeka.co.nz
---
FULL YEAR RESULTS ANNOUNCEMENT FY22 | SEEKA LIMITED1
SEEKA FY22 FULL YEAR RESULT
Audited results for year ended 31 December 2022 (FY22)
Listed New Zealand produce handler Seeka Limited, with operations in New Zealand and Australia, has today reported its
audited results for the year ended 31 December 2022.
$348 million Revenue — up 13% on FY21's $310m
$46.1 million EBITDA — down 19% on FY21's $56.8m (which included $7.6m Psa claim settlement)
$6.5 million Net Profit After Tax — down 56% on FY21's $14.9m
"Seeka and its supplying growers experienced a very difficult year with Covid-19, extreme labour shortages, shipping
disruptions, lower kiwifruit yields and poor fruit quality all impacting returns," says Seeka chief executive Michael Franks.
"Harvest 2022 kiwifruit yields were down across the industry, impacting revenues from Seeka's core post harvest business.
Kiwifruit storage performance, both onshore and offshore, further impacted returns to Seeka's orchard operations.
"Despite the challenging season, Seeka achieved an increase in revenues to $348 million as we attracted new growers to our
business. Packing operations, however, peaked during the Omicron wave and the industry was severely short staffed. Higher
labour costs and lower yields impacted margins and contributed to a drop in EBITDA to $46 million and a net profit after tax
of $6.5 million.
"Since the harvest, Seeka has fully reviewed its supply chain operations from the orchard to loadout, and is focussed on
achieving excellence in fruit handling in 2023. We are anticipating an improved labour supply with a large increase in RSE
workers from the Pacific and Malaysia, and a normalisation of travel.
"The completion of a highly-automated packline in the Bay of Plenty, and automation projects at Gisborne and at our largest
site near Te Puke will lift post harvest capacity, improve fruit handling and significantly reduce the demand for packhouse
labour.
"Since Cyclone Gabrielle we have been inspecting our post harvest sites and supplying orchards to assess the potential
impact on harvest 2023. While we did not see any significant damage to our post harvest facilities, we anticipate that the full
impact on the crops will remain unknown until the fruit is harvested.
"Seeka's core Bay of Plenty kiwifruit growing region was spared the worst of the weather and was not materially impacted.
The Hawke’s Bay, Gisborne, Coromandel and Kerikeri regions had varying degrees of impact, with Hawke’s Bay being
worst hit. Approximately 5% of Seeka's kiwifruit supply is grown in the Hawke’s Bay region. We will continue to assess the
situation and will update the market if Seeka identifies a material loss.
"Harvest 2023 kiwifruit volumes are expected to be lower than 2022 due to an early season frost, variable bud break and the
cyclone. Seeka's response includes a reduction to the 2023 capital expenditure programme and reducing costs in line with
the lower crop expectation.
"As Seeka focuses on delivering an excellent service, we continue to implement a range of decarbonisation initiatives that
support and health and wellbeing of our communities. Seeka has set a target to become net zero carbon by 2050, and we
are installing solar panels on our post harvest facilities and rolling out regenerative horticulture practices. This includes
operating our own commercial worm farm that recovers a nutrient-rich soil conditioner from organic packhouse waste."
Dividend
"In this challenging environment the Board has determined that no dividend is payable as Seeka focuses on prudent
financial ratios," says Franks.
23 February 2023
Company announcement
FULL YEAR RESULTS ANNOUNCEMENT FY22 | SEEKA LIMITED2
Operational performance
The following table outlines Seeka’s performance FY22.
New Zealand dollarsFY22FY21Change
Total revenue ($m)
$ 348.4 $ 309.6 13%
EBITDA before impairments and revaluations ($m)
$ 46.1 $ 56.8 ( 19%)
EBIT ($m)
$ 19.1 $ 32.2 ( 41%)
NPBT ($m)
$ 7.6 $ 23.5 ( 68%)
NPAT ($m)
$ 6.5 $ 14.9 ( 56%)
Net bank debt ($m)
$ 147.4 $ 100.6 46%
Basic earnings per share
$ 0.16 $ 0.43 ( 63%)
Diluted earnings per share
$ 0.16 $ 0.42 ( 62%)
Net tangible assets per share
$ 5.97 $ 5.71 5%
This announcement should be read in conjunction with Seeka Limited's 2022 annual report (audited). A copy of the 2022
annual report can be found on Seeka's website www.seeka.co.nz/reports.
EBITDA
EBITDA before revaluations and impairments is considered by Seeka's Board to be a key measure of performance and
reflection of operating cash flow generation.
New Zealand dollars ($000s)FY22FY21
Net profit before tax
7,59323,488
Interest expense
7,2044,082
Lease interest expense
4,2894,610
EBIT
19,08632,180
Impairment charges and revaluations
Impairment of property, plant and equipment
1441,188
Impairment of biological assets
191-
Impairment of intangible assets
681-
Depreciation expense
16,05515,185
Lease depreciation expense
9,5167,943
Amortisation of intangible assets
406294
EBITDA before impairments and revaluations
46,07956,790
ENDS
For more information, visit www.seeka.co.nz or please call:
Michael FranksNicola Neilson
Chief executive
+ 64 21 356 516
Chief financial officer
+ 64 21 841 606
---
Analyst Briefing Pack
Annual audited results presentation
Year ended 31 December 2022
Agenda
2
6
Contact
5
Outlook
4
Operating segments performance
3
Capital management
2
Financials
1
FY22 in review
FY22 in review
Focus on achieving excellence
Business and growers faced multiple challenges
Harvests completed | All operating segments EBITDA positive | Operational improvement and capacity plans in place for2023
Seeka’s regional presence strengthened
OPAC (Ōpōtiki, May 2021) | Orangewood (Kerikeri, Nov 2021) | NZ Fruits (Gisborne, Feb 2022) | Businesses integrated |11 packhouses in operation
Higher revenue from bigger business, but profit impacted by higher costs and lower yields
$348m Revenue | $46.1m EBITDA | $7.6m NPBT | $6.5m NPAT | $0.16 EPS | $548m of assets
Industry-wide lower kiwifruit yields, poor fruit quality, severe labour shortages and Covid-19 disruptions
Crop down on target | Up to 1,100 people short during peak operations| Covid-19 increased labour costs
Orchard returns down from lower yields and quality issues | Operational challenges at OPAC
Tangible progress on sustainability
3 years of verified carbon footprint calculations | Reduction targets set for 2025 | Sustainability report published
Business set for harvest 2023 with new packhouse automation and increased labour availability
Automation projects at 3 facilities | Increase in RSE workers and normalisation of international travel | Operationalimprovements enacted
1
2
3
4
5
4
6
Financials
NZD $millionsFY22FY21Change
Revenue348.4 309.6 13%
Cost of sales280.1 236.3 19%
Gross profit68.3 73.2 ( 7%)
EBITDA46.156.8( 19%)
EBIT19.132.2( 41%)
Net profit before tax7.623.5( 68%)
Net profit after tax6.514.9( 56%)
Return on capital employed
1
4.1%7.3%( 43%)
Net tangible asset backing per share$ 5.97 $ 5.71 5%
1. ROCE excludes $0.8m of other income (FY21 $8.4m). See appendix for ROCE calculation.
These financials should be read in conjunction with Seeka’s Annual Report 2022 and the attached appendix.
Group financials
$348.4m revenue
Up 13% on FY21
$46.1m EBITDA
Down 19% on FY21
− FY21 included $7.6m Crown settlement of Kiwifruit Claim
$7.6m Net profit before tax
Down 68% on FY21 from lower yields and higher costs
− Guidance range $6.5m ~ $9.0m
$6.5m Net profit after tax
Down 56% on FY21
All results and comparatives consistent with NZ IFRS 16 Leases
6
Trends in financial performance
7
$203.7m
$236.9m
$251.5m
$309.6m
$348.4m
FY18FY19FY20FY21FY22
Revenue
$10.0m
$10.5m
$26.6m
$26.4m
$19.2m
FY18FY19FY20FY21FY22
Comprehensive income
$33.3m
$34.5m
$42.9m
$56.8m
$46.1m
$49.2m
FY18FY19FY20FY21FY22
EBITDA
$7.6m
Kiwifruit Claim
$6.7m
$6.9m
$15.2m
$14.9m
$6.5m
$9.6m
FY18FY19FY20FY21FY22
NPAT
$5.6m
tax
benefit
($0.1)m
($0.6)m
$7.4m
$1.6m
$1.0m
$1.2m
FY18FY19FY20FY21FY22
Australia EBITDA
$55m assets
$6.2m
gain
on sale
$6.2m
gain
on sale
Trends in operating segment performance
EBITDA
8
$4.2m
$5.0m
$5.4m
$5.2m
$4.6m
FY18FY19FY20FY21FY22
Orcharding EBITDA
$85m assets
$37.2m
$41.0m
$41.9m
$61.6m
$59.0m
FY18FY19FY20FY21FY22
Post harvest EBITDA
$360m assets
$2.3m
$1.7m
$3.0m
$2.3m
$0.8m
FY18FY19FY20FY21FY22
SeekaFresh retail services EBITDA
$11m assets
Capital management
NZD $millionsFY22FY21Change
Current assets - excludes cash
Trade and other receivables33.1 30.7 8%
Biological assets - crop18.4 18.4
Assets held for sale6.3 1.9 232%
Inventories and water rights12.0 7.3 66%
69.9 58.3 20%
Current liabilities - excludes debt
Trade and other payables(32.8)(33.0)
Tax liabilities(0.3)(7.5)
(33.1)(40.5)( 18%)
Net working capital36.8 17.8107%
Non current assets
Property, plant and equipment375.8 327.8 15%
Lease assets55.8 49.9 12%
Investments in associates and joint arrangements6.0 4.0 50%
Investment in financial assets1.4 2.1 ( 31%)
Derivatives3.4 -
Intangibles and other32.0 27.9 15%
474.4 411.6 15%
Capital employed511.2 429.4 19%
All results and comparatives comply with NZ IFRS 16 Leases. Values may not always sum due to rounding.
Financial position
$81.8m increase in capital employed in FY22
$48.0m increase in PP&E
− NZ Fruits acquisition, KKP packline automation and
Transcool coolstore
$5.9m increase in lease assets
− Land and buildings
$2.0m increase in business investments
−$1.4m co-invested with Māori trusts in orcharding and
orchard services enterprises
$4.1m increase in intangibles and other
− $3.5m of goodwill from NZ Fruits acquisition
Capital employed 31 December
10
NZD $millionsFY22FY21Change
Non current liabilities -excludes debt
Lease liabilities (current and non current )(70.1)(63.4)11%
Deferred tax(22.8)(18.4)
Derivatives-(0.5)
(92.9)(82.3)13%
Cash(3.6)(12.4)
Interest-bearing bank debt150.9 113.0 34%
Net bank debt147.4 100.6 46%
Total equity270.9246.510%
Net bank debt147.4100.6
Net bank debt excluding assets held for sale
1
141.198.7
EBITDA multiple3.06x 1.74x
EBITDA multiple pre NZ IFRS 16 Leases4.33x 2.24x
All results and comparatives comply with NZ IFRS 16 Leases. Values may not always sum due to rounding.
1. Adjusted for $6.3m of assets held for sale (FY21: $1.9m)
Balance sheet
$147.4m net bank debt at December 2022
− $46.7m increase on December 2021 (46% increase)
− $13.0m of cash and debt for NZ Fruits acquisition
−$11.3 m automation projects at KKPand NZ Fruits
−$4.7m coolstore capacity increase at Transcool
Syndicated five-bank funding
− Lead by Westpac NZ with Westpac Corporation, ASB,
BNZ and Rabobank
−$210.6m debt line
− Debt repayments slowed from 2022’s drop in profit
− Syndicate support with covenant relief through to
December 2023
$6.3m of assets held for sale
−$3.1m AUD settled in February FY23
Sold 750ML of excess water shares in Australia
Net bank debt 31 December
11
FY22FY21
Net profit$ 6.5 m $ 14.9 m
Weighted shares on issue41.3 m 34.8 m
Earnings per share
1
$ 0.16 $ 0.43
Dividends paid in year
2
$ 0.13 $ 0.25
Net tangible assets$251 m $229 m
Shares at year end42.0 m 40.2 m
Net tangible assets per share$ 5.97 $ 5.71
1.As required by NZ IAS 33, 420,335 shares held by Seeka Trustee Limited for the Grower Loyalty and Employee Share Schemes are excluded from EPS calculations. If included, the weighted average EPS would be $0.16 (FY21: $0.42).
2.FY22 payment of $0.13 is FY21 final dividend. FY21 payment of $0.25 is FY20 final dividend of $0.12 plus FY21 interim dividend is $0.13.
Earnings per share and dividends
$0.16 earnings per share
1
No FY22 dividend
2
−Prudently focussed on debt reduction
26 cents per share dividend paid from FY21
2
−$0.13 interim Oct 2021
−$0.13 final Feb 2022
$5.97 net tangible assets per share –up 5%
12
Operating segment performance
NZD $millionsFY22FY21Change
Revenue80.5 77.1 4%
EBITDA4.6 5.2 ( 13%)
EBIT2.2 3.0 ( 25%)
Segment assets84.9 73.7 15%
EBITDA pre NZ IFRS 161.4 2.4 ( 42%)
Assets pre NZ IFRS 1673.1 61.6 19%
Crop grown-class 1 trays (millions)
Total kiwifruit trays grown -all varieties17.0 14.4 18%
Hayward trays (millions)7.9 8.7 ( 9%)
Hayward yields -average per hectare9,650 12,300 ( 22%)
SunGold trays (millions)8.8 5.4 62%
SunGold yields -average per hectare12,000 14,370 ( 16%)
Organic and other trays0.3 0.3
Orchard operations
Orchard revenue of $80.5m – up 4% on FY21
Revenue growth from lift in kiwifruit volumes
$4.6m EBITDA – down from $5.2m in FY21
− Lower Zespri returns, higher production costs
Acquisitions increase regional operations and SunGold
market share
− Ōpōtiki harvest down 2m trays from 2021 weather event
Investing in 142 hectares of kiwifruit, 2ha of kiwiberry and
16ha of avocado on long-term developments
− Partnering with landowners, iwi and Kānoa
Orchard operations well resourced for harvest 2023
− Lower yields per hectare in line with industry trend
Growing kiwifruit, avocado and kiwiberry for New Zealand orchard owners
14
NZD $millionsFY22FY21Change
Revenue233.8 195.9 19%
EBITDA59.0 61.6 ( 4%)
EBIT41.2 44.6 ( 8%)
Segment assets360.4 316.1 14%
EBITDA pre NZ IFRS 1652.8 55.3 ( 4%)
Assets pre NZ IFRS 16337.2 293.3 15%
Kiwifruit trays packed (millions)
SunGold26.419.436%
Hayward (and other varieties)
1
15.619.8( 21%)
Total class 142.039.27%
Class 21.41.5
Non standard supply
2
0.4-
Total packed43.840.77%
1.Small volumes of RubyRed and Sweet Green kiwifruit
2.Non standard supply are kiwifruit that are packed and marketed, but do not match the season’s class 1 size or taste standards.
Post harvest operations
Increased post harvest revenue of $233.8m – up 19%
− Volume growth from acquisitions
− Kiwifruit yields significantly down across the industry
− 2m trays lost in Ōpōtiki from November 2021 storm
$59.0m EBITDA – down 4%
− Lower throughput impacted margins
− Higher labour costs and severe shortages
Packed avocado for SeekaFresh
− Along with third-party contract packing of citrus, persimmon
and avocado
Capacity set for 2023
− Normalisation of labour market and more RSE workers
− New KKP packline and automation projects allow Seeka to
pack more fruit using significantly less labour
Packing, coolstoring and shipping kiwifruit and avocado for New Zealand orchard owners
15
SeekaFresh retail services operations
SeekaFresh revenue of $19.1m – down 12% on FY21
−Avocado sales commission impacted by slow start to
2022/23 programme, and less fruit into Australia
− Kiwifruit sales commission impacted by lower volumes
and early-season quality issues
EBITDA of $0.8m – down 66%
Tropical fruits import and ripening service, kiwiberry,
Auckland wholesale market and Kiwi Crush performed
well
Marketing produce to retail and independent store customers
16
NZD $millionsFY22FY21Change
Revenue19.1 21.6 ( 12%)
EBITDA0.8 2.3 ( 66%)
EBIT( 0.8)1.4
Segment assets11.5 11.7 ( 2%)
EBITDA pre NZ IFRS 16( 0.1)1.5
Assets pre NZ IFRS 167.7 7.6 2%
NZD $millionsFY22FY21Change
Revenue14.0 13.9 1%
EBITDA1.0 1.6 ( 20%)
EBIT( 1.1)( 0.1)
Segment assets54.5 47.7 14%
EBITDA pre NZ IFRS 16( 1.1)( 0.2)
Assets pre NZ IFRS 1647.7 40.5 18%
Kiwifruit (tonnes)1,7662,106 ( 16%)
Nashi (tonnes)1,004 976 3%
Pears (tonnes)1,9871,751 13%
Other fruit (tonnes)131 121 8%
Total tonnes grown, packed and sold4,888 4,954 ( 1%)
Australian operations
Revenue of $14.0m – in line with FY21
$1.0m EBITDA compared to $1.6m in FY21
Developing new orchards
− 63 hectares of kiwifruit
− New variety pears
− New nashi varieties and dates
Growing, packing and retailing kiwifruit and other Australian produce on owned and leased orchards
17
Outlook
Supply chain operations reviewed from orchard to loadout
− Focussed on achieving excellence in fruit handling in 2023
Improvement in labour supply
− Large increase in RSE workers from the Pacific
− Malaysian programme re-established
Automation projects completed at KKP and Oakside in the
Bay of Plenty and NZ Fruits in Gisborne
− Will lift capacity and improve fruit handling
− Significantly reduce demand for packhouse labour
Capacity, systems and team well prepared for harvest 2023
Cyclone Gabrielle impact still being assessed
− No significant damage to major assets
− Main Bay of Plenty growing region spared the
worst – was not materially impacted
− Hawke’s Bay worst hit –only 5% of Seeka’s
kiwifruit crop grown in the region
− Harvest 2023 volumes are expected to be
lower than 2022 due to early season frost,
variable bud break and the cyclone
− Reduced 2023 capital expenditure and
reduced costs in line with the expected crop
18
Contact
Michael Franks
Chief executive
+64 21 356 516
19
For more information see www.seeka.co.nzor please call
Nicola Neilson
Chief financial officer
+64 21 841 606
Appendix
2
0
NZD $millionsFY22FY21
Net profit before tax7,59323,488
Interest expense7,2044,082
Lease interest expense4,2894,610
EBIT19,08632,180
Impairment charges
Impairment of property, plant and equipment1441,188
Impairment of biological assets191-
Impairment of intangible assets681-
Depreciation expense16,05515,185
Lease depreciation expense9,5167,943
Amortisation of intangible assets406294
EBITDA before impairments and revaluations46,07956,790
EBITDA
21
EBITDA before revaluations and impairments is considered by Seeka's Board
to be a key measure of performance and reflection of cash flow generation.
NZD $millions
Notes
2
FY20FY21FY22
EBIT24,31832,18019,086
Adjust for non-recurring items
Other income
3
( 8,937)( 8,446)( 755)
Lease interest expense( 3,877)( 4,610)( 4,289)
Acquisition and restructuring costs
4
-1,784419
Impairments301,1881,016
EBIT - operating activities11,53422,09615,477
Capital employed
Shareholder funds176,293246,491270,943
NZ IFRS16 adjustment
1
13
13,55113,48214,260
Interest-bearing bank debt
17
83,019113,003150,942
Cash( 5,164)( 12,361)( 3,554)
Assets under construction
10
( 3,646)( 10,142)( 20,916)
Assets classified as held for sale
9
( 3,844)( 1,898)( 6,293)
Total capital employed260,209348,575405,382
Average capital employed304,392376,979
Return on capital employed7.3%4.1%
1. Lease liability less the right-of-use lease asset. 2. Notes to Seeka’s 2022 financial statements.
ROCE calculation
22
Return on capital employed is calculated as below
seeka.co.nz
---
Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)
Results for announcement to the market
Name of issuer Seeka Limited
Reporting Period 12 months to 31 December 2022
Previous Reporting Period 12 months to 31 December 2021
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$348,387 12.5%
Total Revenue $348,387 12.5%
Net profit/(loss) from
continuing operations
$6,504 (56.2%)
Total net profit/(loss) $6,504 (56.2%)
Interim/Final Dividend
Amount per Quoted Equity
Security
No dividends are proposed.
Imputed amount per Quoted
Equity Security
Not applicable
Record Date Not applicable
Dividend Payment Date Not applicable
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
$5.97 $5.71
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
Net tangible asset per share is calculated by dividing the
Group’s net assets less goodwill by the total shares on issue at
the end of the period.
Authority for this announcement
Name of person
authorised
to make this announcement
Nicola Neilson
Contact person for this
announcement
Nicola Neilson
Contact phone number +64 21 841606
Contact email address nicola.neilson@seeka.co.nz
Date of release through MAP
23/02/2023
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.