expansion diversification investment integration sustainability growth. Annual Report 2003 contents. Our Mission Our Strategy Our Activities The Business at a Glance Our Year in Brief Chairman and Managing Director’s Report Review of Operations • Food Products • Management Services • Almond Orchards • Pesticide Products Board of Directors Management Team Statistical Summary Financial Contents Financial Reports Independent Audit Report ASX Additional Information Directory 1 1 1 2 3 5 8 8 9 10 11 12 13 14 15 16 51 52 53 Select Harvests is Australia’s largest almond grower managing in excess of 50% of Australia’s orchards and ranks as one of the top five almond growers globally. Shareholder Information Annual General Meeting The Annual General Meeting will be held on Tuesday 28 October at the ASX Theatrette 530 Collins Street Melbourne Victoria, commencing at 2:00pm. A separate notice of meeting has been posted to all shareholders with a copy of this report. 2003/04 Calendar Feb Announcement of interim results Apr Payment of interim dividend Aug Announcement of preliminary full year results Sept Annual report to shareholders Sept Payment of final dividend Oct Annual General Meeting our mission. To establish and expand a business model capable of generating sustainable earnings growth into the future thereby delivering increased value to shareholders. our strategy. Strategically, we have diversified and expanded our income stream by leveraging our core strengths of almond growing and knowledge of edible nuts and their markets to establish a fully integrated food company with sustained earnings growth and less volatility from agricultural risk. our activities. Select Harvests has been transformed from its origins as a commodity-based almond grower to an integrated agri-food business with a diversified income stream. Our activities now involve managing orchards for investors, marketing almonds in the domestic and export markets, and processing and marketing an extensive range of nut and fruit based products to retailers, distributors and food manufacturers. Select Harvests Limited 2003 | 1 our business. Select Harvests is Australia’s leading manufacturer, processor and marketer of a range of nuts and associated products to the Australian retail and industrial markets, as well as exporting almonds all over the world. Food Products • Produces an extensive range of packaged nuts and associated products (snacks, cooking ingredients, mueslis, health foods, dried fruits, etc). • Australia’s leading supplier of processed and packaged nuts to Australian supermarkets. The Company markets product through the Lucky, Sunsol, Nu-Vit, Meriram and Soland brands. • Manufactures a range of nut-based ingredients for food manufacturers and distributors. Pesticide Products • Manufactures under contract, leading brands of grain based pelletised snail, slug, and rodent pesticides for the Australasian retail and industrial market from a specialised processing facility at Yenda, near Griffith NSW. • Currently handles approximately 2,800 metric tonnes of almonds from owned and managed orchards representing approximately 30% of Australia’s crop. Future tonnage will exceed 12,000 metric tonnes as new orchards come into full production. • Exports approximately 35% of its almond production to a range of countries including India, Japan, China, Thailand, Germany, Spain, United Kingdom, United Arab Emirates and Italy. Select Harvests currently handles approximately 2,800 metric tonnes of almonds from owned and managed orchards representing approximately 30% of Australia’s crop. 2 | Select Harvests Limited 2003 The Business at a Glance Select Harvests Limited is Australia’s largest almond grower managing in excess of 50% of Australia’s almond orchards, and ranks as one of the top five almond growers globally. It is also Australia’s leading manufacturer, processor and marketer of a range of nuts and associated products to the Australian retail and industrial markets, and exports almonds all over the world. Through a focused diversification and growth strategy, Select Harvests has delivered an increase in profit after tax of 161% over the last four years. Select Harvests’ business streams are as follows: Almond Orchards and Management Services • Owns and manages 1,880 acres of almond orchards in the Robinvale area of north-west Victoria. • Manages on a fee for service basis, 8,070 acres of almond orchards on behalf of a number of external investors.These services include orchard establishment, farm management, harvesting, processing, and marketing. our year in brief. This year has produced a record result for the Company and shareholders, and reinforces the Company’s strategic direction. This excellent result stems from the Company’s continuing strategy of growth through diversification from what was essentially a commodity-based, single revenue stream company into an integrated food company. Total Shareholders’ Equity Earnings Before Interest and Tax (EBIT) 60 s n o i l l i m $ 50 40 30 20 10 0 99 00 01 02 03 Earnings Per Share Top: Efficiency gains consolidated the cost savings achieved in previous years and have made us one of the most efficient producers in the world. Above: Select Harvests markets their food products through several different brands including Lucky, Sunsol, Nu-Vit, Meriram and Soland brands. s t n e C 35 30 25 20 15 10 5 0 99 00 01 02 03 Select Harvests Limited 2003 | 3 20 15 s n o i l l i m $ 10 5 0 99 00 01 02 03 Total Sales 100 s n o i l l i m $ 80 60 40 20 0 99 00 01 02 03 our year in brief. Summary of our achievements against the objectives established for the 2002/03 financial year. Our strategic objectives Our achievements during 2002/03 Almond Orchards Maintain our position as a low cost almond producer. Management Services Development of externally owned orchards operated by Select Harvests on a fee basis to deliver long-term stable income streams, economies of scale, and guaranteed supply to meet increasing market demands. Food Products Diversification into value added processing and marketing of nuts and dried fruits, thereby positioning Select Harvests as a significant food processor and marketer. Earnings Earnings growth, improved quality of earnings and diversification of earnings streams, with less dependency on almond pricing. Shareholders’ Equity Enhance shareholder value. • Costs per kilogram produced decreased by 5% on the previous year. • These efficiency gains consolidate the cost savings achieved in previous years and make us one of the most efficient producers in the world. • Contributed $7.7 million (39%) to group EBIT. • Planted 2,780 acres of new orchards in 2003, totalling 8,070 acres of externally owned orchards and representing 81% of total acreage under management. • Investor owned crop increased from 400 tonnes in 2002 to 900 tonnes in 2003. • Anticipate further significant plantings of investor owned orchards for 2004. • Contributed $6.1 million (31%) to group EBIT. • Increased sales revenue by 5% over prior year to $51 million. • Consolidation of all food manufacturing operations to a state-of-the-art processing facility in Melbourne, providing a platform for efficiency improvements and capacity for future growth. • Acquisition of the Meriram Group will contribute $28 million to revenues in 2003/04, together with improved and new distribution, new product categories, and internal synergies. • Contributed $4.6 million (24%) to group EBIT. • Total sales revenue increased by 3% to $81 million. • EBIT contribution from business segments other than almond production totals 61% of group EBIT. • Total EBIT increased by 18% to $17.4 million. • Net profit after tax increased by 28% to $10.9 million. • Total dividends increased by 37% to 18.5 cents per share, fully franked. • Earnings per share increased by 23% to 31.3 cents. • Total shareholders’ equity increased by 12% to $60 million. • Return on shareholders’ equity increased to 18.3% per annum. • Share price increased by 54.8% to $4.80. 4 | Select Harvests Limited 2003 our report. Chairman and Managing Director’s Report Above: Bees are kept in the orchards during spring to cross pollinate the almond blossoms so they bear fruit. The bees do not actually create honey from almond blossom but strengthen their combs. This year delivered improved profits, increased dividends, and a significant appreciation in share price. Increasing our Shareholder Value The key principle that underpins the business strategies of Select Harvests Limited is the creation of shareholder value. We have demonstrated tangibly over the last few years our ability to increase shareholder value through a diversification and acquisition strategy that has built a significant business with sustainable and recurring income streams. The last year represents another successful step in the Company’s development, delivering improved profits, increased dividends and a significant appreciation in share price. Our objective of creating one of Australia’s leading agri-food businesses is well underway and we continue to pursue further growth opportunities. Select Harvests Limited 2003 | 5 The Results Net profit after tax for the year increased by 28% to $10.9 million, the fourth consecutive year of earnings growth in excess of 25%, and as a result, earnings per share increased 23% on the previous year from 25.2 cents to 31.3 cents. Due to the strong cash flow intrinsic to our business model, debt reduced over the year from $19.2 million to $9.3 million. The directors have declared a final dividend of 12 cents fully franked thereby delivering a total dividend for the year of 18.5 cents per share, up 37% on the previous year. The year saw a further market re-rating of our share price, which increased by 54.8% from $3.10 to $4.80 over the financial year, and has since appreciated further. Business Strategies Over the last five years we have implemented a consistent core strategy to transform Select Harvests from a commodity-based almond grower to an integrated agri-food business with a diversified income stream with less volatility from agricultural risk. Our strategy has two parts: • Development of externally owned almond orchards delivering long- term recurring fee income from the provision of a range of services including orchard establishment, farm management, harvesting, processing and marketing. This is our Management Services division. • The processing and marketing of a range of nuts, fruits and associated products to major retailers, distributors and food manufacturers, including cooking ingredients, snacks, mueslis, health foods and industrial ingredients. This is our Food Products division. our report. The record USA crop was matched by a 20% increase in sales as world consumption of almonds continued to increase at record pace. Total EBIT 2003 6% 39% 39% 24% 31% Total EBIT 2002 7% 30% 24% Almond Orchards Management Services Food Products Pesticide Products Our business model has served us well and these new divisions now contribute over 50% of total group EBIT and are the foundation for sustained earnings growth in the future. The Year in Review During the year we increased the total area of almond orchards under management to 9,950 acres by the development of a large-scale almond project of 2,780 acres. This project increased the total area under our management by 38% and established us as one of the top five almond growers in the world. In the first half of the year we completed the consolidation of our Food Products division to a state-of-the-art processing facility in Melbourne providing operational efficiencies and production capacity to facilitate future growth. In May 2003 we announced the acquisition of the Meriram group of companies. Meriram has an approximate annual turnover of $28 million, manufacturing a range of health foods, cooking ingredients and breakfast cereals. 6 | Select Harvests Limited 2003 This acquisition delivers increased product ranging and branding, an entry into the fast growing health food sector and lifts total sales of the Food Products division to around $80 million per annum. Our Markets The key markets in which we operate or which impact on our businesses are each currently enjoying buoyant conditions. International almond market The fundamentals of the almond market are strong with a shift over the last few years from a projected over supply to an anticipated shortfall as increasing world consumption meets flattening USA production. International almond prices increased significantly over the past year despite a record USA 2002 harvest of over a billion pounds of almonds. The record crop was matched by a 20% increase in sales as world consumption continued to increase at a record pace. Limited new plantings over recent years and an ageing acreage will see production from the USA plateau over the next three years, and a continuation of consumption growth will apply upward pressure to prices. Northern hemisphere producers have commenced the harvest of their 2003 crop and indications are that both the USA and Spain will have reduced yields, bringing total world supply below last year’s consumption levels. Nut consumption in Australia Nut consumption in Australia continues to grow, particularly for natural and health food products. Almonds are leading the charge with sales in major retailers showing well in excess of double-digit growth over the last year. We continue to see good consumption growth of nut based products at retail level and have a number of new products entering the market over the next few months. Dividend Per Ordinary Share 20 15 s t n e c 10 5 0 99 00 01 02 03 Net Profit After Tax 12 10 s n o i l l i M $ 8 6 4 2 0 99 00 01 02 03 Consumer research suggests that the increase is being driven by a growing awareness of the health benefits of regular consumption and a shift towards natural foods. We anticipate this will be an ongoing trend assisted by increased marketing activity by the Australian nut industry initially targeting food influencers and health professionals. Almond orchard investment Managed almond orchards are now well established as a long-term investment in the agri-business investment market. An appreciation by investors of the competitive position of Australia as an almond grower and the strong fundamentals of the international almond market are assisting the attractiveness of almond orchards as an investment. Our People We have experienced significant growth and change as a result of the strategic initiatives of the last few years. Our success is due to the considerable efforts and dedication of our people, and the support and cooperation of our contractors, suppliers and customers. We thank our management and staff for their contribution to an excellent result for the year. Future Outlook We remain committed to the continued growth and development of the Company, and to the ongoing improvement of shareholder value in the medium to long-term. Select Harvests today is a leading integrated agri-food business having developed a business model that is sound, and one that will deliver further growth opportunities in the years to come. A reduced 2003 USA crop provides the basis for a continuation of higher almond prices in the 2004 financial year. Fee income from our management services business will increase in the 2003/2004 year due to an increase in the total area under management and a larger almond harvest from investor owned orchards as more trees begin bearing. On behalf of Timbercorp Limited, we are planting a 3,000 acre almond development in 2004, which will provide further growth to our recurring fee income. We are also pursuing other almond development opportunities, which we expect to commence in the 2004 financial year, adding further to the area under our management and to our fee base. Our Melbourne manufacturing facility is now bedded down, and following completion of the Meriram acquisition, we will receive a full year’s profit contribution from that business. We continue to see good consumption growth of nut based products at retail level and have a number of new products entering the market over the next few months. The 2004 financial year has commenced well and we approach the future with confidence. On behalf of the Board Max Fremder Chairman John Bird Managing Director Select Harvests Limited 2003 | 7 our operations. Review of Operations Our Food Products division is Australia’s leading supplier of packaged nuts, dried fruits, and associated products to Australian supermarkets. Food Products This division of the Company is Australia’s leading supplier of packaged nuts, dried fruits, and associated products to Australian supermarkets, and a key supplier of nut-based ingredients to food manufacturers and distributors. Our product categories include cooking ingredients, salted and flavoured snacks, mueslis, health foods, and dried fruits, which are marketed under a number of proprietary brand names including Lucky, Sunsol, Nu-Vit, Meriram and Soland. Our distribution channels are 8 | Select Harvests Limited 2003 broad and include the major Australian supermarkets, health food stores, the route trade, export markets and major Australian food manufacturers. The pre-eminent position of this division in the marketplace is a result of the successful execution of the Company’s strategic plan that includes a targeted acquisitions program to build processing, marketing and distribution critical mass. As a result of our initiatives in this area, we have a significant business with sales revenue of $51.3 million per annum and an EBIT contribution of $4.6 million (net of goodwill amortisation of $1.1 million) representing 24% of group earnings. Sales revenue in the 2003 financial year increased by 5% over the prior year and EBIT was down slightly from $5 million in 2002. The reduction in EBIT contribution for the 2003 financial year can be attributed to the short-term disruption experienced in the first half of the financial year from the relocation of our manufacturing and processing facilities from two locations in Scoresby and Northcote, into one new state- of-the-art factory in Thomastown, Victoria. The consolidated facility is now operating efficiently and contributed to a 7% increase in our second half EBIT over the prior year. In the longer-term, the new premises will provide the production capacity and operational efficiencies to facilitate further growth. The outlook for the Food Products division is positive. Consumption of nuts continues to grow due to increased awareness of the health benefits associated with regular A key component of our strategy has been the provision of management services to generate a recurring, fee based income stream from all aspects of almond production. consumption. We continue to see this trend in Australian supermarkets where sales of packaged nuts increased by 6% over the year with the natural (non-processed) component growing by 19%, and we continue to work closely with our customers to develop strategies and plans to further capitalise on our unique position. Product ranging and development continue to be important in enabling us to make market share gains and to increase distribution, and we are constantly reviewing ways in which we can innovate our product offering to grow the business. The industrial sales area is an important part of our Food Products division and we continue to work closely with Australasian food manufacturers, food service distributors, packers and other distributors. We also continue to benefit from the scale provided by this business segment for our overall almond sales and food processing activities. In line with our strategy to continue to grow and develop our food products business, we completed the acquisition of the Meriram group of companies on 9 July 2003. Meriram has an annual turnover of approximately $28 million and manufactures a range of health foods, cooking ingredients, and breakfast cereals under the brand names Meriram, Sunsol, Nu-Vit and Soland. This acquisition is a logical extension of our food processing and marketing strategy and will deliver revenue growth, increased product ranging and branding, improved distribution to independent retailers, and entry into the fast growing health food sector. In addition, it provides a number of synergies which can be exploited as we progressively integrate the business with our current operations including an in-house sales and merchandising team, a Queensland based production facility and access to export markets for packaged products. Following this acquisition, total sales of the combined Food Products division will increase to approximately $80 million per annum. Management Services Leveraging our existing infrastructure and horticultural, processing, and marketing expertise, a key component of our strategy has been the provision of management services to generate a recurring, fee based income stream from tree planting, orchard development, farm management, harvesting, processing, marketing, irrigation infrastructure and horticultural consultancy. Income generated from these services continues to reduce our exposure to commodity price and agricultural risk. In addition, it enables us to better utilise processing capacity and provides a platform to continue to grow income and profitability. The year in review saw a continuation of the significant growth achieved in prior years. Management Services contributed $6.1 million to group EBIT, a 54% increase from the 2002 financial year, and now represents 31% of total group EBIT (24% in 2002). During the 2003 financial year, we established an additional 2,780 acres of new investor owned orchards, Select Harvests Limited 2003 | 9 Food Products Proportion of group EBIT 24% Sales $51.3 million EBIT $4.6 million Management Services Proportion of group EBIT 31% Sales $16.4 million EBIT $6.1 million taking the total acres for this division to 8,070. Management Services now represents 81% of the total acreage which Select Harvests manages, and with further substantial plantings anticipated in the 2004 financial year, we look forward to continued growth in EBIT contribution from this division. The income generated from our management services is a combination of one-off establishment fees and recurring management fees which will continue to increase over time our operations. as the orchards recently established progressively come into production. During the 2003 financial year, the level of investor owned almond crop increased to 900 metric tonnes from 400 metric tonnes last year. Based on current acreage under management, we anticipate processing and marketing in excess of 13,000 metric tonnes of almonds when the orchards reach full production, compared with our current throughput of approximately 2,700 metric tonnes. We continue to focus heavily on the development of investor owned almond orchards, which we establish and manage, and the harvesting, processing, and marketing of future crops on a long-term contractual basis. Almond orchards are now established as an attractive agricultural investment, and we have projects and relationships in place with a number of groups including private investment companies, superannuation funds, and managed investment schemes. Building on our proven capabilities to successfully manage large-scale projects, we are pursuing further almond orchard development opportunities, which we expect to commence in the 2004 financial year, adding further to the area under management and to our fee base. Timbercorp Limited, with whom we have a long-term strategic alliance agreement, have committed to the development of a further 3,000 acres in the 2004 financial year. Australia’s favourable growing conditions continue to provide competitive advantages in terms of yields, cost, and quality against the world’s largest producer, the USA. Australia produces approximately 2% of the world’s production of almonds and there is an opportunity to significantly increase Australian almond production without materially increasing world supply. Due also to the ageing nature of the Californian production base, and the lack of new tree plantings, there will be a flattening of production over the next few years, thereby positioning Australia positively into the future. External investors meet the capital costs of the planting of their orchards, expenses including rent and irrigation, and assume all agricultural, currency and commodity price risks for the almond crop when the orchards are productive. The management services business model is both sound and attractive and we are committed to the continuous growth of this division. Almond Orchards Our Almond Orchards division manages our Company owned almond orchards. This involves the maintenance of our orchards, harvesting and processing the crop, and marketing the processed product to both the domestic and export markets. This division’s EBIT contribution was $7.7 million for the 2003 financial year, an increase of 21% over the previous year. Almond Orchards now represents only 39% of total group EBIT compared with 88% only five years ago. This is further testament to the success of the Company’s deliberate diversification strategy. This year’s result was achieved despite a 10% reduction in crop levels compared to the 2002 financial year. Australia has experienced severe drought conditions over the past Peach seedlings are raised in the hothouse prior to the almond budding process. 10 | Select Harvests Limited 2003 Our pesticide products account for 6% of total group EBIT, and produces good cash flows and revenue streams from a low asset base. 12 months and our 2003 crop suffered some frost damage that is unusual, but more normally associated with drought conditions. Offsetting this however, has been an improved average almond price. During the 2003 financial year, we have seen an increase of 20% in the average per kilogram almond price despite a record 2002 crop in the USA. This has been aided by an increase in world consumption of 20%, taking global consumption to new record levels. Australian consumption also continues to grow at double-digit rates and it is anticipated that the level of global supply in the 2004 financial year will fall below the level of consumption in the 2003 financial year due to reduced almond crops anticipated in both the USA and Spain. These factors provide a positive outlook for longer-term almond prices, and therefore for the performance of our Almond Orchards business. During the 2003 financial year, we also achieved a reduction of 5% in our total cost per kilogram, further cementing Select Harvests as one of the most efficient almond growers and producers in the world. We continue to focus on improving the efficiency of our farm management and processing operations, and will continue to develop our processes in line with world’s best practice. Pesticide Products Our Pesticide Products division provides contract manufacturing and packaging services to a number of third party marketers and distributors of branded pelletised snail, slug, and rodent baits to the retail and industrial marketplace in Australasia. Sales for the 2003 financial year were substantially in line with the previous year, and EBIT reduced by 25% to $886,000 from $1.1 million in 2002. Pesticide Products accounts for 6% of total group EBIT, and produces good cash flows and revenue streams from a low asset base. The result for the year was heavily impacted by the severe drought conditions of the last 12 months. The drought has had a two-fold impact on the performance of this division. Firstly, dry conditions have impacted on the activity of snails and slugs in both commercial and residential situations, thereby reducing demand for our pelletised snail and slug baits. Rodent activity was similarly affected, resulting in reduced demand for baits. Secondly, the drought has resulted in substantial increases in Australian wheat prices as the yields achieved by wheat growers have reduced significantly. Wheat is the primary raw material input for our pelletised products, and is therefore the principal portion of our product cost. The increase in wheat prices has had an adverse effect on our gross margins during the 2003 financial year, and therefore on the division’s EBIT result. The 2004 financial year has commenced well with present climatic conditions more favourable to the sales of snail and slug baits. With an improvement in the outlook for climatic conditions expected, together with projected reductions in Australian wheat prices, we anticipate that the Pesticide Products division will improve its EBIT contribution during the 2004 financial year. Select Harvests Limited 2003 | 11 Almond Orchards Proportion of group EBIT 39% Sales $12.9 million EBIT $7.7 million Pesticide Products Proportion of group EBIT 6% Sales $4.2 million EBIT $0.9 million our board. Board of Directors Max Fremder Chairman, 73 Brian Burns AM, FCPA, FCIS, FAICD Non-Executive Director, 64 John Bird Managing Director, 46 Joined the Board in March 1996. Formerly a director of IAMA Limited and founder of Nufarm, one of Australia’s largest chemical manufacturers for the rural industry. Joined the Board in July 1999. Has had many years experience in the food and beverage industry. He is currently a director of National Foods Limited and Codan Limited, and various other private companies. Joined the Board in September 2001. Has had many years experience in the food industry and international trade. Formerly Managing Director of Jorgenson Waring Foods and has been Managing Director of Select Harvests Limited since January 1998. Charles (Sandy) Clark B.COMM Dip.Ag.Econ Non-Executive Director, 59 David Williams B.Ec(Hons), M.Ec, FAICD Non-Executive Director, 49 Joined the Board in January 1998. Is currently Chairman, Aviva Australia Holdings Ltd; Chairman, The Myer Family Office Ltd; Deputy Chairman, Legal Practice Board of Victoria; Director, Southern Cross Broadcasting (Australia) Limited; Director, The Myer Foundation; Trustee for the Buckland Foundation; and a director of a number of private companies. Joined the Board in July 1997. Has had extensive experience in advising agri-food companies. He is the Managing Director of Mariner Corporate Finance Limited and a director of Austin Group Limited. 12 | Select Harvests Limited 2003 our management. Corporate Managing Director John Bird Chief Financial Officer and Company Secretary Marcello Mattia B.Bus(Acc), ACA, MAICD OH&S and Quality Manager Annabel Galea M.App.Sc(Tox), B.Ag.Sc Business Development Manager Cas Lukauskas Almond Operations General Manager Wayne Turner Horticultural Operations Manager Tim Millen Dip.Hort Distinct Commercial Manager Garry Watkins B.Comm Processing Manager – Shelling Peter Ross Processing Manager – Packing Michael Leslie Farm Managers: Sam Morris Stephen Alderson Steve Connor Andrew Burkinshaw Troy Richman Nursery Manager Roy Slater Food Products Operations Manager Peter Petropoulos Sales Manager – Trading Laurence Van Driel Retail Sales Manager George Yamouni Pesticide Products Operations Manager Vince Cavanagh Commercial Manager Philip James B.App.Sc.(Chem),M.Bus(Mktg) Key Accounts Manager, Industrial – NSW Stephen Thomson B.Sc(Chem) Key Accounts Manager, Industrial – VIC Derek Parr Commercial Manager Colin Dawson Dip.Bus Technical Manager Vlas Salatas B.Sc(Micro) Customer Service Manager Diane Batley Our success is due to the considerable efforts and dedication of our people, and the support and cooperation of our contractors, suppliers and customers. Select Harvests Limited 2003 | 13 statistical summary. Select Harvests’ Consolidated Results for Year Ended 30 June Total sales Earnings before interest and tax Operating profit before tax Net profit after tax Earnings per share (basic) Return on shareholders’ equity Dividend per ordinary share Dividend franking Dividend payout ratio Financial ratios Net tangible assets per share Net interest cover Debt/equity ratio Current asset ratio Balance sheet data as at 30 June Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Net assets Shareholders’ equity Share capital Reserves Retained profits (accumulated losses) Total shareholders’ equity Other data as at 30 June Fully paid shares Shareholders Select Harvests’ share price Year’s high Year’s low Close (cents) (% p.a.) (cents) (% p.a.) (%) ($) (times) (%) (times) 2003 80,994 17,421 16,111 10,962 31.3 18.3 18.5 100 62.8 1.08 13.3 15.4 1.61 25,077 60,672 85,749 15,581 10,162 25,743 60,006 36,206 9,458 14,342 60,006 ($’000 except where indicated) 2001 2002 2000 1999 78,327 14,749 12,803 8,554 64,996 12,196 10,260 6,564 25.4 17.3 13.5 100 54.5 0.77 7.6 38.9 1.30 22,599 63,090 85,689 17,381 18,971 36,352 49,337 34,199 9,458 5,680 49,337 20.0 15.5 10.0 100 50.0 0.56 6.3 70.2 1.31 23,584 66,405 89,989 18,048 29,568 47,616 42,373 31,124 9,458 1,791 42,373 43,002 29,412 8,389 7,586 5,239 16.0 15.9 8.0 100 50.0 0.43 10.4 54.9 0.87 17,981 53,556 71,537 20,705 17,967 38,672 32,865 31,108 4,386 (2,629) 32,865 7,096 6,505 4,198 13.4 14.0 6.0 100 47.3 0.81 12.0 30 1.88 11,299 34,072 45,371 6,013 9,397 15,410 29,961 30,810 4,386 (5,235) 29,961 (’000) (number) 35,455 2,054 34,585 1,610 32,841 1,286 32,824 1,167 32,487 1,137 ($) ($) ($) 4.95 2.60 4.80 3.25 1.49 3.10 1.70 1.18 1.68 1.20 0.90 1.19 1.26 0.90 0.98 Market capitalisation 170,184 107,214 55,173 39,061 31,837 14 | Select Harvests Limited 2003 financial contents. Directors’ Report Corporate Governance Statement Statement of Financial Performance Statement of Financial Position Statement of Cash Flows Notes to the Financial Statements 1. Summary of Significant Accounting Policies 2. Revenue from Ordinary Activities 3. Expenses and Losses/(Gains) 4. Income Tax 5. Dividends Paid or Provided for on Ordinary Shares 6. Receivables (Current) 7. Inventories (Current) 8. Other Current Assets 9. Receivables (Non-Current) 10. Other Financial Assets (Non-Current) 11. Property, Plant and Equipment 12. Self-Generating and Regenerating Assets 13. Intangibles 14. Payables (Current) 15. Interest-Bearing Liabilities (Current) 16. Provisions (Current) 17. Payables (Non-Current) 18. Interest-Bearing Liabilities (Non-Current) 19. Provisions (Non-Current) 20. Contributed Equity 21. Reserves and Retained Profits 22. Statement of Cash Flows 23. Expenditure Commitments 24. Subsequent Events 25. Earnings Per Share 26. Remuneration of Directors 27. Remuneration of Executives 28. Auditor’s Remuneration 29. Related Party Disclosures 30. Segment Information 31. Financial Instruments Directors’ Declaration Independent Audit Report ASX Additional Information 16 21 24 25 26 27 27 32 32 33 34 34 35 35 35 35 36 38 38 38 38 39 39 39 39 39 40 41 42 42 43 43 44 44 44 45 48 50 51 52 Select Harvests Limited 2003 | 15 directors’ report. The directors present their report together with the financial report of Select Harvests Limited for the year ended 30 June 2003 and the auditors report thereon. Directors The names of the Company’s directors in office during the financial year and until the date of this report are as follows. Directors were in office for the entire period unless otherwise stated. Refer to page 12 for details of directors’ qualifications. M A Fremder C G Clark J Bird D J Williams B P Burns Review and Results of Operations Refer to Chairman and Managing Director’s Report in the front section of this annual report. Significant Changes in the State of Affairs No significant changes in the state of affairs of the Company occurred during the financial year. Corporate Information Nature of Operations and Principal Activities The principal activities during the year of entities within the consolidated entity were: • The processing, packaging and marketing of edible nuts, dried fruits and seeds. • The growing, processing, packaging and distribution of almonds. • The provision of management services. • The manufacture of chemically-based pelletised products. There have been no significant changes in the nature of those activities during the year. Employees The consolidated entity employed 170 employees as at 30 June 2003 (2002: 174 employees). Significant Events After the Balance Date On 9 July 2003, Select Harvests Marketing Pty Ltd, a wholly owned subsidiary of Select Harvests Limited, acquired 100% of the share capital of Meriram Pty Ltd and Kibley Pty Ltd at an initial cost of $9.1 million. Further payments are to be made over two years to a maximum of $2.0 million based on achieving EBIT targets. Payment of the maximum amount requires achievement of an EBIT of $2.5 million for each of the two years post acquisition. On 29 August 2003, Select Harvests Limited issued Timbercorp’s 75% owned subsidiary, Almonds Australia Pty Ltd, a further 2,533,500 ordinary shares for consideration of $5,827,050 ($2.30 per share). The shares were issued as part of a strategic alliance between Timbercorp Limited and Select Harvests Limited in August 2000. Almonds Australia Pty Ltd now holds 4,500,000 ordinary shares, or 11.84% in Select Harvests Limited. Likely Developments and Expected Results Refer to Chairman and Managing Director’s Report in the front section of this annual report. Environmental Regulation and Performance The economic entity’s operations are subject to environmental regulations under a law of the Commonwealth or of a State or Territory. Details of the economic entity’s performance in relation to such environmental regulations follows: The economic entity holds licences issued by the Environmental Protection Authority which specify limits for discharges to the environment which are the result of the economic entity’s operations. These licences regulate the management of discharge to the air and stormwater run-off associated with the operations. There have been no significant known breaches of the economic entity’s licence conditions. 16 | Select Harvests Limited 2003 Indemnification and Insurance of Directors and Officers During the year the Company has paid a premium in respect to an insurance contract to indemnify directors and officers against liabilities that may arise from their position as directors and officers of the Company and its controlled entities. Officers indemnified include the Company secretary, all directors and executive officers participating in the management of the Company and its controlled entities. Further disclosure required under section 300 (9) of the Corporations Act 2001 is prohibited under the terms of the contract. Directors’ and Other Officers’ Emoluments Details of the nature and amount of each element of the emoluments of each director of the Company and each of the five executive officers of the Company and the consolidated entity, receiving the highest emolument, for the financial year are as follows: Emoluments of Directors of Select Harvests Limited BASE FEE ANNUAL EMOLUMENTS SHORT TERM INCENTIVES $ $ OTHER LONG TERM EMOLUMENTS OPTIONS GRANTED $ NUMBER $ % OF REMUNERATION M A Fremder J Bird B P Burns C G Clark D J Williams 70,370 243,222 35,185 35,185 35,185 - 127,418 - - - - 39,576 - - - - 124,200 - - - - 45,418 - - - 25 SUPER- ANNUATION $ TOTAL $ 6,333 24,097 3,167 3,167 3,167 76,703 479,731 38,352 38,352 38,352 Emoluments of the Five Most Highly Paid Executive Officers of the Company and the Consolidated Entity ANNUAL EMOLUMENTS SHORT TERM INCENTIVES CASH SALARY OTHER C H Holland D Sakkas L W Van Driel P A James C A Lukauskas Notes $ 62,191 48,141 98,236 82,760 91,066 $ 11,057 8,792 21,651 11,218 - $ 24,250 19,400 - 16,800 26,000 LONG TERM EMOLUMENTS TERMINATION & SIMILAR PAYMENTS $ 46,789 56,103 - - - OPTIONS GRANTED SUPER- ANNUATION TOTAL NUMBER 34,300 17,700 8,600 18,800 - $ 12,543 7,257 3,526 6,876 - $ 6,592 4,400 10,699 8,337 8,093 $ 163,422 144,093 134,112 125,991 125,159 • The terms ‘director’ and ‘officer’ have been treated as mutually exclusive for the purposes of this disclosure. • The elements of emoluments have been determined on the basis of the cost to the Company and the consolidated entity. • Options granted as part of remuneration have been valued using the Black-Scholes option pricing model, which takes account of factors such as the option exercise price, the current level and volatility of the underlying share price and the time to maturity of the option. • Executives are those directly accountable and responsible for the operational management and strategic direction of the Company and the consolidated entity. • The category ‘other’ includes the value of any non-cash benefits provided and includes FBT where applicable. Select Harvests Limited 2003 | 17 directors’ report. Share Options Executive Share Option Scheme The current executive share option scheme provides for the offer of a parcel of options to participating employees on an annual basis, with a three-year expiry period, exercisable at the market price at the time the offer was made. The options are valued using the Black-Scholes valuation method and individual parcels are based on a percentage of fixed remuneration. The options are granted annually in three tranches on achievement of performance hurdles. The following table is a summary of the executive share option schemes currently in place. PARTICIPATING EMPLOYEES VALUATION OPTION EXERCISE PRICE 2000 Offer 2001 Offer 2002 Offer Total 5 8 7 $0.33 $0.41 $0.486 $1.55 $1.66 $3.31 NO. OF OPTIONS OFFERED 336,900 361,500 277,500 975,900 EXPIRY DATE GRANTED GRANTED GRANTED AUGUST 01 AUGUST 02 AUGUST 03 BALANCE 20 October 2003 20 October 2004 28 October 2005 112,300 - - 112,300 112,300 120,500 - 232,800 93,300 87,500 40,700 221,500 - 87,500 236,800 324,300 Options Issued During or since the end of the financial year, the Company granted options over unissued ordinary shares to the following executive director and the following five most highly remunerated officers of the Company as part of their remuneration. NUMBER OF OPTIONS GRANTED EXERCISE PRICE EXPIRY DATE Director J Bird J Bird Officers C A Lukauskas P A James P A James P A James L W Van Driel L W Van Driel 137,600 110,800 12,400 20,800 16,800 7,300 17,200 7,300 $1.55 $1.66 $3.31 $1.55 $1.66 $3.31 $1.66 $3.31 20 October 2003 20 October 2004 28 October 2005 20 October 2003 20 October 2004 28 October 2005 20 October 2004 28 October 2005 Unissued Ordinary Shares Under Option At the date of this report unissued ordinary shares of the Company under option are: NUMBER OF SHARES 142,400 40,700 EXERCISE PRICE $1.66 $3.31 EXPIRY DATE 20 October 2004 28 October 2005 All options expire on the earlier of their expiry date or termination of the employee’s employment. Current option holders do not have any right, by virtue of the option, to participate in any share issue of the Company or any related body corporate. 18 | Select Harvests Limited 2003 Shares Issued on Exercise of Options During or since the end of the financial year, the Company issued ordinary shares as a result of the exercise of options as follows: NUMBER OF SHARES 63,500 317,900 65,600 466,500 2,533,500 AMOUNT PAID ON EACH SHARE $1.00 $1.55 $1.66 $2.10 $2.30 There were no amounts unpaid on the shares issued. Interests in the Shares of the Company and Related Bodies Corporate As at the date of this report, the interests of the directors in the shares of Select Harvests Limited are: ORDINARY SHARES 5,538,472 316,107 106,518 21,303 - M A Fremder J Bird B P Burns C G Clark D J Williams Earnings Per Share Basic earnings per share Diluted earnings per share Dividends Final dividends proposed and not recognised as a liability: • on ordinary shares Fully Franked Dividends paid in the year: Interim for the year • on ordinary shares Final for 2002 shown as recommended in the 2002 report • on ordinary shares CENTS 31.3 30.9 CENTS DOLLARS 12.0 4,592,657 6.5 8.0 2,300,000 2,767,000 Select Harvests Limited 2003 | 19 directors’ report. Directors’ Meetings The number of meetings of directors (including meetings of committees of directors) held during the year and the number of meetings attended by each director were as follows: Number of meetings held: Number of meetings attended: M A Fremder J Bird B P Burns C G Clark D J Williams DIRECTORS’ MEETINGS 12 MEETINGS OF COMMITTEES REMUNERATION AUDIT 1 5 12 12 12 12 12 5 5 1 1 Committee membership During or since the end of the financial year, the Company had an Audit Committee, a Remuneration Committee, and a Nomination Committee comprising members of the Board of Directors. Members acting on the committees of the Board during or since the end of the financial year were: AUDIT C G Clark (c) B P Burns D J Williams (appointed 31 July 2003) REMUNERATION D J Williams (c) M A Fremder Notes (c) Designates the chairman of the committee. NOMINATION (ESTABLISHED 31 JULY 2003) M A Fremder (c) J Bird B P Burns C G Clark D J Williams Rounding The amounts contained in this report and in the financial report have been rounded to the nearest $1,000 (where rounding is applicable) under the option available to the Company under ASIC Class Order 98/100. The Company is an entity to which the Class Order applies. Tax Consolidation Subsequent to year-end, the directors have resolved to adopt the Tax Consolidation regime for the economic entity with effect from 1 July 2003. Corporate Governance In recognising the need for the highest standards of corporate behaviour and accountability, the directors of Select Harvests Limited support and have adhered to the principles of corporate governance. The Company’s corporate governance statement is contained in detail in the corporate governance section of this annual report. Signed in accordance with a resolution of the directors. M A Fremder Chairman Melbourne, 19 September 2003 20 | Select Harvests Limited 2003 governance. Corporate Governance Statement This statement outlines the key corporate governance practices of the economic entity, which considers the ASX Corporate Governance Council recommendations. Board of Directors and its Committees Role of the Board The Board of Directors of Select Harvests Limited is responsible for the corporate governance of the economic entity. The Board guides and monitors the business and affairs of Select Harvests Limited on behalf of the shareholders by whom they are elected and to whom they are accountable. Board Processes To assist in the execution of its responsibilities, the Board has established a Nomination Committee, a Remuneration Committee and an Audit Committee. The full Board holds 12 scheduled meetings each year, plus any additional meetings at such other times as may be necessary to address any specific matters that may arise. The agenda for meetings is prepared and includes the Managing Director’s report, financial reports, business segment reports, strategic matters, governance and compliance. Executives are involved in board discussions where appropriate, and directors have other opportunities, including visits to operations, for contact with a wider group of employees. Composition of the Board The composition of the Board is determined in accordance with the following principles: • The Board should comprise at least four directors and should maintain a majority of non-executive directors. • The Chairperson must be a non-executive director. • The Board should comprise directors with an appropriate range of qualifications and experience. The directors in office at the date of this statement are disclosed in the Directors’ Report. The Board assesses the independence of each director in light of interests known to the Board, as well as those disclosed by each director. In accordance with the ASX Corporate Governance Council’s recommendations, the Board wishes to outline the following: • The Chairman of the Company, Mr M A Fremder, is a substantial shareholder, having a 15.62% shareholding at 30 June 2003. • The Chairman of the Company, Mr M A Fremder, owns (directly or indirectly) almond orchards totalling 300 acres in respect to which the economic entity provides Orchard Management Services under contract at market rates. • A non-executive director, Mr C G Clark, is a director of MF Custodians Pty Ltd, which, at 30 June 2003, held 6.2% of the ordinary shares of the Company. Conflict of Interest Directors must keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with those of the Company. Should a situation arise where the Board believes that a material conflict exists, the director concerned shall not receive the relevant board papers and will not be present at the meeting whilst the item is considered. Details of director related entity transactions with the Company and consolidated entity are set out in the notes to the financial statements. Select Harvests Limited 2003 | 21 governance. Remuneration Committee The Remuneration Committee reviews and makes recommendations to the Board on remuneration packages and policies applicable to the Managing Director, senior executives and directors themselves. It evaluates the performance of the Managing Director and is also responsible for share option schemes, incentive performance packages, superannuation entitlements and fringe benefits policies. Remuneration levels are reviewed annually and the Remuneration Committee may obtain independent advice on the appropriateness of remuneration packages, given trends in the marketplace. The members of the Remuneration Committee are disclosed in the Directors’ Report. The Managing Director is invited to Remuneration Committee meetings as required to discuss senior executives’ performance and remuneration packages. The Remuneration Committee meets once a year or as required. Details of directors’ remuneration, superannuation and retirement payments are set out in the Directors’ Report and Notes to the Financial Statements. Nomination Committee The Nomination Committee was established on 31 July 2003. The members of the Nomination Committee are disclosed in the Directors’ Report. The Nomination Committee will oversee the appointment and induction process for directors. It will review the composition of the Board and make recommendations on the appropriate skill mix, personal qualities, and expertise. When a vacancy exists or there is a need for particular skills, the Committee will determine the selection criteria based on the skills deemed necessary. The Nomination Committee will meet annually unless otherwise required. Dealings in Company Shares Directors and senior management are prohibited from dealing in Company shares except within a six week trading window that commences on the date of release of the economic entity’s results at year-end and half-year, and on the basis that they are not in possession of any price sensitive information. Directors must advise the ASX of any transactions conducted by them in shares in the Company. Independent Professional Advice and Access to Company Information Each director has the right of access to all relevant company information and to the Company’s executives and, subject to prior consultation with the Chairman, may seek independent professional advice at the economic entity’s expense. Audit Committee The Audit Committee has a documented charter. All members of the Audit Committee are non-executive directors, with a majority being independent, and the Chairman of the Audit Committee is not the Chairman of the Board. The members of the Audit Committee are disclosed in the Directors’ Report. The external auditors, the Managing Director and Chief Financial Officer are invited to Audit Committee meetings at the discretion of the Committee, and the external auditor also meets with the Audit Committee during the year without management being present. The responsibilities of the Audit Committee currently include: • Reviewing the annual, half-year and concise financial reports and other financial information distributed externally, including new accounting policies to ensure compliance with Australian Accounting Standards and generally accepted accounting principles. • Considering whether any non-audit services provided by the external auditor are consistent with maintaining the external auditor’s independence. • Reviewing the nomination and performance of the external auditor. • Monitoring compliance with the Corporations Act 2001, and the ASX Listing Rules. • Addressing any significant matters outstanding with auditors, Australian Taxation Office, Australian Securities and Investments Commission, ASX, and financial institutions. 22 | Select Harvests Limited 2003 The Audit Committee is committed to ensuring that it carries out its functions in an effective manner. Accordingly, the Audit Committee will conduct a review of its charter, and will develop processes and procedures to review its performance on a periodic basis. Business Risk Management The economic entity’s areas of focus in respect to risk management practices include, but are not limited to, environment, occupational health and safety, property, financial reporting and internal control. The economic entity’s management of environmental risks is discussed under ‘Environmental Regulation and Performance’ within the Directors’ Report. The Audit Committee will be developing processes to advise and report to the Board on a more regular basis the status of business risks through risk management programs aimed at ensuring such risks are identified, assessed and appropriately managed. Internal Control Framework The Board is responsible for the overall internal control framework, and the following processes are in place: • Strategic planning – The Board reviews and approves the strategic plan that encompasses the economic entity’s strategy, designed to meet the stakeholders’ needs and manage business risk. The strategic plan is dynamic and the Board is actively involved in developing and approving initiatives and strategies designed to ensure the continued growth and success of the economic entity. • Financial reporting – Monthly actual results are reported against budgets approved by the directors and revised forecasts prepared during the year. • Continuous disclosure – A process is in place to identify matters that may have a material effect on the price of the Company’s securities and to notify them to the ASX. • Investment appraisal – Guidelines for capital expenditure include annual budgets, appraisal and review procedures, and due diligence requirements where businesses are being acquired or divested. Ethical Standards All directors, managers and employees are expected to act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the economic entity. A formal Code of Conduct shall be developed which the Board shall review regularly, and procedures shall be implemented to promote and communicate these policies. The Role of Shareholders The Board informs shareholders of all major developments affecting the economic entity’s state of affairs as follows: • The annual report is distributed to all shareholders (unless a shareholder has specifically requested not to receive the document), including relevant information about the operations of the economic entity during the year, changes in the state of affairs and details of future developments. • The half-yearly report contains summarised financial information and a review of the operations of the economic entity during the period. The half-year audited financial report is lodged with the Australian Securities and Investments Commission and the ASX, and sent to any shareholder who requests it. All documents released publicly are made available on the economic entity’s web site at www.selectharvests.com.au The Board encourages full participation of shareholders at the Annual General Meeting to ensure a high level of accountability and identification with the economic entity’s strategy and goals. Select Harvests Limited 2003 | 23 performance. Statement of Financial Performance YEAR ENDED 30 JUNE 2003 Sales revenue Cost of sales Gross profit Other revenues from ordinary activities Other revenues from SGARA stock adjustment Distribution expenses Marketing expenses Occupancy expenses Administrative expenses Borrowing costs expensed Other expenses from ordinary activities Other expenses from SGARA adjustments Profit from ordinary activities before income tax expense NOTES 2 3(a) 2 2 3 ECONOMIC ENTITY 2003 $’000 2002 $’000 80,994 (55,040) 25,954 1,098 490 (1,557) (117) (927) (1,850) (1,415) (5,177) (389) 16,110 78,327 (56,634) 21,693 4,787 - (1,584) (134) (630) (1,606) (2,027) (6,519) (1,177) 12,803 PARENT ENTITY 2003 $’000 2002 $’000 - - - 9,665 - - - (36) (1,053) (1,696) (769) - 6,111 - - - 12,070 - - - (5) (811) (2,412) (960) - 7,882 Income tax expense relating to ordinary activities 4 (5,148) (4,249) (397) (422) Profit from ordinary activities after income tax expense Net profit Net profit attributable to members of Select Harvests Limited Total changes in equity other than those resulting from transactions with owners as owners attributable to members of Select Harvests Limited Basic earnings per share (cents per share) Diluted earnings per share (cents per share) 10,962 10,962 10,962 10,962 31.3 30.9 21 25 25 8,554 8,554 8,554 8,554 25.4 24.7 5,714 5,714 5,714 7,460 7,460 7,460 5,714 7,460 The Statement of Financial Performance is to be read in conjunction with the Notes to the Financial Statements. 24 | Select Harvests Limited 2003 position. Statement of Financial Position YEAR ENDED 30 JUNE 2003 NOTES ECONOMIC ENTITY 2003 $’000 2002 $’000 PARENT ENTITY 2003 $’000 2002 $’000 Current assets Cash assets Receivables Inventories Other Total current assets Non-current assets Receivables Other financial assets Property, plant and equipment Deferred tax assets Self-generating and regenerating assets Intangible assets Total non-current assets Total assets Current liabilities Payables Interest-bearing liabilities Current tax liabilities Provisions Total current liabilities Non-current liabilities Payables Interest-bearing liabilities Deferred tax liabilities Provisions Total non-current liabilities Total liabilities Net assets Equity Contributed equity Reserves Retained profits (accumulated losses) Total equity 6 7 8 9 10 11 4 12 13 14 15 4 16 17 18 4 19 20 21 21 565 12,968 10,711 833 25,077 - - 33,480 158 5,329 21,705 60,672 85,749 12,150 360 2,092 979 15,581 - 8,914 1,155 93 10,162 25,743 60,006 36,206 9,458 14,342 60,006 78 10,740 11,667 114 22,599 - 4 34,286 247 5,718 22,835 63,090 85,689 9,441 1,494 2,848 3,598 17,381 - 17,739 1,167 65 18,971 36,352 49,337 34,199 9,458 5,680 49,337 561 144 - 717 1,422 28,533 12,195 336 67 - - 41,131 75 155 - - 230 35,887 12,199 385 93 - - 48,564 42,553 48,794 513 61 208 133 915 7,039 8,077 - - 15,116 407 683 179 2,874 4,143 6,946 16,604 - - 23,550 16,031 27,693 26,522 21,101 36,206 3,270 (12,954) 26,522 34,199 3,270 (16,368) 21,101 The Statement of Financial Position is to be read in conjunction with the Notes to the Financial Statements. Select Harvests Limited 2003 | 25 cash flows. Statement of Cash Flows YEAR ENDED 30 JUNE 2003 Cash flows from operating activities Receipts from customers Payments to suppliers and employees Dividend received Interest received Borrowing costs Income tax paid Net cash flows from/(used in) operating activities Cash flows from investing activities Proceeds from sale of property, plant and equipment Purchase of property, plant and equipment Purchase of other non-current assets Net cash flows from/(used in) investing activities Cash flows from financing activities Proceeds from issues of ordinary shares Proceeds from borrowings – other Repayments of borrowings – other Payment of dividends on ordinary shares Net cash flows from/(used in) financing activities Net increase/(decrease) in cash held Add opening cash brought forward Closing cash carried forward The Statement of Cash Flows is to be read in conjunction with the Notes to the Financial Statements. NOTES ECONOMIC ENTITY 2003 $’000 2002 $’000 PARENT ENTITY 2003 $’000 2002 $’000 99,487 (76,928) - 104 (1,415) (5,827) 15,421 993 (2,906) - (1,913) 2,007 - (9,307) (5,070) (12,370) 1,138 (608) 530 90,792 (68,926) 1 81 (2,027) (4,429) 15,492 4,696 (3,865) (4,000) (3,169) 3,075 71 (10,485) (3,868) (11,207) 1,116 (1,724) (608) - (2,391) - 104 (1,287) (341) (3,915) 7 (24) - (17) 2,007 16,629 (8,525) (5,070) 5,041 1,109 (583) 526 - (1,160) 1 81 (1,796) (258) (3,132) 24 (206) - (182) 3,075 15,138 (10,241) (3,868) 4,104 790 (1,373) (583) 22(a) 22(b) 26 | Select Harvests Limited 2003 notes to the financial statements as at 30 June 2003 1. Summary of Significant Accounting Policies (a) Basis of accounting The financial report is a general purpose financial report which has been prepared in accordance with the requirements of the Corporations Act 2001 which includes applicable Accounting Standards. Other mandatory professional reporting requirements (including Urgent Issues Group Consensus Views) have also been complied with. The financial report covers Select Harvests Limited as an individual parent entity and Select Harvests Limited and controlled entities as an economic entity. Select Harvests Limited is a company limited by shares, incorporated and domiciled in Australia. The financial report has been prepared on an accruals basis and is based on historical costs, except where AASB 1037:‘Self Generating and Regenerating Assets’ has been applied and does not take into account changing money values or, except where stated, current valuations of non-current assets. Cost is based on the fair value of consideration that would be given in exchange for assets. The following is a summary of the material accounting policies adopted by the economic entity in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated. (b) Principles of consolidation The consolidated financial statements are those of the consolidated entity, comprising Select Harvests Limited (the parent entity) and all entities which Select Harvests Limited controlled from time to time during the year and at balance date. The financial statements of subsidiaries are prepared for the same reporting period as the parent entity, using consistent accounting policies. Adjustments are made to bring into line any dissimilar accounting policies which may exist. All intercompany balances and transactions, including unrealised profits arising from intra-group transactions, have been eliminated in full. Unrealised losses are eliminated unless costs cannot be recovered. (c) Foreign currencies Translation of foreign currency transactions Transactions in foreign currencies of entities within the consolidated entity are converted to local currency at the rate of exchange ruling at the date of the transaction. Foreign currency monetary items that are outstanding at the reporting date (other than monetary items arising under foreign currency contracts where the exchange rate for that monetary item is fixed in the contract) are translated using the spot rate at the end of the financial year. A monetary item arising under a foreign currency contract outstanding at the reporting date where the exchange rate for the monetary item is fixed in the contract is translated at the exchange rate fixed in the contract. Except for certain specific hedges, all resulting exchange differences arising on settlement or re-statement are recognised as revenues and expenses for the financial year. Any gains or costs on entering a hedge are deferred and amortised over the life of the contract. Specific hedges Where a purchase or sale is specifically hedged, exchange gains or losses on the hedging transaction arising up to the date of purchase or sale and costs, premiums and discounts relative to the hedging transaction are deferred and included in the measurement of the purchase or sale. Exchange gains and losses arising on the hedge transaction after that date are taken to the Statement of Financial Performance. (d) Cash and cash equivalents Cash on hand and in banks and short-term deposits are stated at nominal value. For the purposes of the Statement of Cash Flows, cash includes cash on hand and in banks, and money market investments readily convertible to cash within two working days, net of outstanding bank overdrafts. Bank overdrafts are carried at the principal amount. Interest is charged as an expense as it accrues. Select Harvests Limited 2003 | 27 notes to the financial statements as at 30 June 2003 (e) Inventories Inventories are valued at the lower of cost and net realisable value except for almond stocks which are measured at net market value in accordance with AASB 1037: ‘Self Generating and Regenerating Assets’ – refer to (f) below. Costs incurred in bringing each product to its present location and condition are accounted for as follows: • Raw materials and consumables – purchase cost on a first-in first-out basis. • Finished goods and work-in-progress – cost of direct material and labour and a proportion of manufacturing overheads based on normal operating capacity. • Almond stocks – valued in accordance with AASB 1037 ‘Self Generating and Regenerating Assets’ whereby the cost of the non-living (harvested) produce is deemed to be its net market value immediately after it becomes non-living. This valuation takes into account current almond selling prices and current processing and selling costs. (f) Self-generating and regenerating assets Almond trees Almond trees are classified as a self generating and regenerating asset and valued in accordance with AASB 1037 ‘Self Generating and Regenerating Assets’. Developing almond trees are valued at their growing cost until the year they achieve economic maturity. The values of economically mature almond trees are calculated using a discounted cash flow methodology. The discounted cash flow incorporates the following factors: • Almond trees have an estimated 30 year economic life, with crop yields consistent with long-term yield rates. • Selling prices are based on long-term average trend prices. • Growing, processing and selling costs are based on long-term average levels. • Cash flows are discounted at a rate that takes into account the cost of capital plus a suitable risk factor. • Asset values to be deducted from the cumulative cash flow, to determine the tree value, are based on current valuation and then adjusted annually to account for capital expenditure, depreciation and utilised acreage. Growing almond crop The growing almond crop is valued in accordance with AASB 1037 ‘Self Generating and Regenerating Assets’. This valuation takes into account current almond selling prices and current growing, processing and selling costs. The calculated crop value is then discounted to take into account that it is only partly developed, and then further discounted by a suitable factor to take into account the agricultural risk until crop maturity. New orchards growing costs All costs associated with the establishment, planting and growing of almond trees for a new orchard are accumulated for the first three years of that orchard. Once immature trees commence bearing a commercial crop a proportion of the annual growing costs are expensed on the basis of yield achieved as a proportion of anticipated yield of a mature tree. At the end of the eighth year full maturation is deemed to occur, after which the tree is considered to be mature in terms of revenue generation and the annual growing costs are then expensed in full and the almond trees are valued as described above. (g) Property, plant and equipment Cost and valuation Freehold land, water rights and buildings on freehold land are measured on a fair value basis. Carrying amounts are regularly reviewed by directors to ensure that they do not differ materially from the asset’s fair value at reporting date. Where necessary, the asset is revalued to reflect its fair value. All other classes of property, plant and equipment are measured at cost. 28 | Select Harvests Limited 2003 The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from those assets. The recoverable amount is assessed on the basis of the expected net cash flows which will be received from the asset’s employment and subsequent disposal. The expected net cash flows have not been discounted to present values in determining recoverable amounts. Where assets have been revalued, the potential effect of the capital gains tax on disposal has not been taken into account in the determination of the revalued carrying amount. Where it is expected that a liability for capital gains tax will arise, this expected amount is disclosed by way of note. Depreciation The depreciable amount of all fixed assets including buildings and capitalised leased assets, but excluding freehold land water rights, and almond trees, are depreciated on a straight line basis over their estimated useful lives to the entity commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements. The useful lives for each class of assets are: 2003 2002 Buildings Leasehold improvements Plant and equipment Leased plant and equipment Irrigation systems 25 to 40 years 5 to 20 years 5 to 20 years 5 to 10 years 10 to 40 years 25 to 40 years 5 to 20 years 5 to 20 years 5 to 10 years 10 to 40 years (h) Leases Leases are classified at their inception as either operating or finance leases based on the economic substance of the agreement so as to reflect the risks and benefits incidental to ownership. Operating leases The minimum lease payments of operating leases, where the lessor effectively retains substantially all of the risks and benefits of ownership of the leased item, are recognised as an expense on a straight line basis. Finance leases Leases which effectively transfer substantially all of the risks and benefits incidental to ownership of the leased item to the group are capitalised at the present value of the minimum lease payments and disclosed as plant and equipment under lease. A lease liability of equal value is also recognised. Capitalised leased assets are depreciated over the shorter of the estimated useful life of the assets and the lease term. Minimum lease payments are allocated between interest expense and reduction of the lease liability with the interest expense calculated using the interest rate implicit in the lease and charged directly to the Statement of Financial Performance. The cost of improvements to or on leasehold property is capitalised, disclosed as leasehold improvements, and amortised over the unexpired period of the lease or the estimated useful lives of the improvements, whichever is the shorter. (i) Intangibles Brand names Brand names are measured at deemed cost on adoption of AASB 1041: ‘Revaluation on Non-Current Assets’. Directors are of the view that brand names have an indefinite life and that the depreciable amounts of the Company’s brand names are either zero or a negligible amount. Brand names are therefore not depreciated. Goodwill Goodwill represents the excess of the purchase consideration plus incidental costs over the fair value of identifiable net assets acquired at the time of acquisition of a business or shares in a controlled entity. Goodwill is amortised on a straight line basis over the period during which benefits are expected to be received. This is taken as being 20 years. Select Harvests Limited 2003 | 29 notes to the financial statements as at 30 June 2003 ( j) Revenue recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the entity and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised: Sale of goods Control of the goods has passed to the buyer. Rendering of services Revenue from the rendering of services is recognised upon the delivery of the service to the customer. Certain clients may be invoiced in advance of provision of services. Interest Interest revenue is recognised when it becomes receivable on a proportional basis taking into account the interest rates applicable to the financial assets. Dividends Control of the right to receive a dividend is evidenced by the approval of the dividend at a meeting of the Board of Directors in accordance with the Company’s constitution. Almond stocks Increments or decrements in the net market value of almond stocks are recognised as revenues or expenses in the Statement of Financial Performance in the financial year in which they occur. The net increment or decrement in the total market value of the almond stocks is determined as the difference between the net market value and quantities at the beginning of the year and at year-end, less any further costs required to get the almonds stocks to a saleable state. Almond pool revenue Under the contractual arrangements with external growers the Company simultaneously acquires and sells the almonds and does not make a margin on those sales. These transactions are disclosed in Note 2 and are not recognised as revenue. As at 30 June 2003 the Company held almond inventory on behalf of external growers which was not recorded as inventory of the Company. All revenue is stated net of the amount of Goods and Services Tax (GST). (k) Taxes Tax-effect accounting is applied using the liability method whereby income tax is regarded as an expense and is calculated on the accounting profit after allowing for permanent differences. To the extent timing differences occur between the time items are recognised in the financial statements and when items are taken into account in determining taxable income, the net related taxation benefit or liability, calculated at current rates, is disclosed as a future income tax benefit or a provision for deferred income tax. The net future income tax benefit relating to tax losses and timing differences is not carried forward as an asset unless the benefit is virtually certain of being realised. The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income tax legislation, and the anticipation that the economic entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law. Where assets are revalued no provision for potential capital gains tax has been made. Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST except: • Where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and • Receivables and payables are stated with the amount of GST included. 30 | Select Harvests Limited 2003 The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Statement of Financial Position. Cash flows are included in the Statement of Cash Flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. (l) Employee benefits Provision is made for employee benefits accumulated as a result of employees rendering services up to the reporting date. These benefits include wages and salaries, annual leave, sick leave and long service leave. Liabilities arising in respect of wages and salaries, annual leave, sick leave and any other employee benefits expected to be settled within 12 months of the reporting date are measured at their nominal amounts based on remuneration rates which are expected to be paid when the liability is settled. All other employee benefit liabilities are measured at the present value of the estimated future cash outflow to be made in respect of services provided by employees up to the reporting date. In determining the present value of future cash outflows, the market yield as at the reporting date on national government bonds, which have terms to maturity approximating the terms of the related liability, are used. Employee benefit expenses and revenues arising in respect of the following categories are charged against profits on a net basis in their respective categories.: • Wages and salaries, non-monetary benefits, annual leave, long service leave, sick leave and other leave benefits. • Other types of employee benefits. Contributions are made by the economic entity to an employee superannuation fund and are charged as expenses when incurred. (m) Financial instruments Terms and Conditions Financial assets Trade receivables are carried at full amounts due less any provision for doubtful debts. A provision for doubtful debts is recognised when collection of the full amount is no longer probable. Amounts receivable from other debtors are carried at full amounts due. Other debtors are normally settled on 30 days from month end unless there is a specific contract which specifies an alternative date. Amounts receivable from related parties are carried at full amounts due. Details of the terms and conditions are set out in Note 29. Financial liabilities The bank overdraft is carried at the principal amount. Interest is charged as an expense as it accrues. The bank overdraft is secured by a floating charge over the Company’s assets. Liabilities are recognised for amounts to be paid in the future for goods and services received, whether or not billed to the economic entity. Trade liabilities are normally settled on 30 days from month end. Finance lease liability is accounted for in accordance with AASB 1008 ‘Leases’. As at balance date, the Company had finance leases with an average lease term of four years. The average discount rate implicit in the leases is 7%. The lease liability is secured by a charge over the leased asset. (n) Comparatives Where necessary, comparatives have been reclassified and repositioned for consistency with current year disclosures. (o) Rounding amounts The Company is of a kind referred to in Class Order 98/100, issued by the Australian Securities and Investments Commission, relating to the ‘rounding off’ of amounts in the financial report. Amounts in the financial report have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, to the nearest dollar. Select Harvests Limited 2003 | 31 notes to the financial statements as at 30 June 2003 2. Revenue from Ordinary Activities Revenues from operating activities Revenue from sale of goods Revenue from services Total revenues from operating activities Revenues from non-operating activities Management fees Dividends and distributions • Wholly owned group – controlled entities • Other corporations Total dividends and distributions Interest • Wholly owned group – wholly owned entities • Other persons/corporations Total interest Other income Proceeds from disposal of property, plant and equipment Total revenues from non-operating activities SGARA revenue – stock increment Total revenues from ordinary activities Revenue/cost of goods sold from almond pool Revenue from almond pool sales Cost of goods sold from almond pool sales 3. Expenses and Losses/(Gains) (a) Expenses Cost of goods sold Depreciation of non-current assets • Freehold land and buildings • Buildings • Plantation land • Plant and equipment Total depreciation of non-current assets Amortisation of non-current assets • Goodwill • Leased plant and equipment Total amortisation of non-current assets Total depreciation and amortisation expenses 32 | Select Harvests Limited 2003 ECONOMIC ENTITY 2003 $’000 2002 $’000 64,571 16,423 80,994 64,914 13,413 78,327 - - 1 1 - 104 104 - 993 1,098 490 82,582 3,176 (3,176) - - - 1 1 - 81 81 9 4,696 4,787 - 83,114 2,203 (2,203) - 55,040 56,634 6 75 263 2,034 2,378 1,130 456 1,586 3,964 2 76 252 2,099 2,429 1,130 284 1,414 3,843 PARENT ENTITY 2003 $’000 2002 $’000 - - - - - - 2,248 2,130 4,811 - 4,811 2,495 104 2,599 - 7 9,665 - 9,665 - - - - - 1 - 40 41 - 25 25 66 7,250 1 7,251 2,576 81 2,657 8 24 12,070 - 12,070 - - - - 2 - - 45 47 - 22 22 69 ECONOMIC ENTITY 2003 $’000 2002 $’000 - 1,415 1,415 - 686 1,607 1,607 46 - - 2,027 2,027 9 629 1,404 1,404 17 - PARENT ENTITY 2003 $’000 2002 $’000 408 1,287 1,695 - 56 - - 1 - 616 1,796 2,412 3 3 - - 17 (7) 4,833 3,841 1,833 2,365 - 339 - (279) 124 131 5,148 2,092 1,155 158 - 339 17 - 75 (23) 4,249 2,848 1,167 247 (1,443) (2,175) - - - 5 2 397 208 - 67 - 17 213 2 - 422 179 - 93 Borrowing costs expensed • Wholly owned entities • Other persons Total borrowing costs Movement in provisions for doubtful debts Net expense (revenue) for movement in provision for employee entitlements Operating lease rental • Minimum lease payments Total operating lease rental (b) Losses/(gains) Net loss on disposal of property, plant and equipment Net foreign currency (gains)/losses 4. Income Tax The prima facie tax, using tax rates applicable in the country of operation, on profit and extraordinary items differs from the income tax provided in the financial statements as follows: Prima facie tax on profit from ordinary activities Tax effect of permanent differences • Rebateable dividends • Amortisation of intangible assets • Write downs to recoverable amount • Timing differences not previously brought to account • Other items non allowable items Under/(over) provision of previous year Income tax expense attributable to ordinary activities Deferred tax assets and liabilities Provision for income tax - current Provision for deferred income tax - non-current Future income tax benefit - non-current This future income tax benefit will only be obtained if: (a) future assessable income is derived of a nature and of an amount sufficient to enable the benefit to be realised; (b) the conditions for deductibility imposed by tax legislation continue to be complied with; and (c) no changes in tax legislation adversely affect the consolidated entity in realising the benefit. Select Harvests Limited 2003 | 33 notes to the financial statements as at 30 June 2003 ECONOMIC ENTITY 2003 $’000 2002 $’000 PARENT ENTITY 2003 $’000 2002 $’000 5. Dividends Paid or Provided for on Ordinary Shares (a) Dividends paid during the year (i) Current year interim Franked dividends (6.5c per share) (2002: 5.5c) (ii) Previous year final Franked dividends (8.0c per share) (b) Dividends proposed and not recognised as a liability Franked dividends (12.0c per share, $4,592,657) (c) Franking credit balance Balance of franking account at year-end adjusted for franking credits arising from payment of provision for income tax and dividends recognised as receivables, franking debits arising from payment of proposed dividends and any credits that may be prevented from distribution in subsequent years. The dividend franking account has been measured at the after tax profits basis not the income tax paid basis in accordance with the New Business Tax System (Imputation) Act 2002. The tax rate at which paid dividends have been franked is 30% (2002: 30%). 6. Receivables (current) Trade debtors Provision for doubtful debts Other receivables 2,300 2,300 1,898 1,898 2,300 2,300 1,898 1,898 - 2,767 - 2,767 20,757 15,156 3,766 5,194 12,353 - 12,353 615 12,968 10,511 (9) 10,502 238 10,740 - - - 144 144 - - - 155 155 34 | Select Harvests Limited 2003 NOTES ECONOMIC ENTITY 2003 $’000 2002 $’000 PARENT ENTITY 2003 $’000 2002 $’000 7. Inventories (current) Raw materials Raw materials at cost Provision for diminution in value Finished goods Finished goods at cost Provision for diminution in value Other inventory Other inventory at cost Almond stocks At net market value Total inventories 8. Other Current Assets Prepayments Other current assets 9. Receivables (non-current) Related party receivables Wholly-owned group • controlled entities • provision for diminution 10. Other Financial Assets (Non-Current) Investments at cost comprise: Shares • Listed • Controlled entities - unlisted 4,293 - 4,293 3,083 (479) 2,604 95 95 1,115 (30) 1,085 7,667 (342) 7,325 194 194 3,719 3,719 10,711 3,063 3,063 11,667 - - - - - - - - - - - 727 106 833 - 114 114 717 - 717 - - - - - - - - - - - - - - 29 29 - - - - - - - - - 4 - 4 29,632 (1,099) 28,533 36,986 (1,099) 35,887 - 12,195 12,195 4 12,195 12,199 Select Harvests Limited 2003 | 35 notes to the financial statements as at 30 June 2003 11. Property, Plant and Equipment Freehold land and buildings At fair value Buildings At fair value Accumulated depreciation Leasehold improvements At fair value Plantation land At fair value Total land and buildings Plant and equipment under lease At cost Accumulated amortisation Plant and equipment At cost Accumulated depreciation Capital works in progress At cost Total plant and equipment Total property, plant and equipment Fair value Cost Accumulated depreciation and amortisation Total written down amount NOTES ECONOMIC ENTITY 2003 $’000 2002 $’000 11(b) 11(a) 11(b) 11(b) 11(a) 11(b) 11(b) 11(b) 11(a) 11(b) 315 315 2,444 (151) 2,293 - - 17,168 17,168 19,776 1,644 (446) 1,198 22,490 (10,785) 11,705 801 801 13,704 19,927 24,935 44,862 (11,382) 33,480 321 321 2,439 (76) 2,363 124 124 17,920 17,920 20,728 3,136 (732) 2,404 19,929 (8,923) 11,006 148 148 13,558 20,804 23,213 44,017 (9,731) 34,286 PARENT ENTITY 2003 $’000 2002 $’000 149 149 150 150 - - - - - - - 149 144 (42) 102 492 (407) 85 - - 187 149 636 785 (449) 336 - - - - - - - 150 144 (17) 127 486 (378) 108 - - 235 150 630 780 (395) 385 (a) Valuations The fair values of freehold land, and buildings on freehold land have been determined by reference to director valuations, based upon independent valuations previously obtained. Such valuations are performed on an open market basis, being the amounts for which the assets could be exchanged between a knowledgeable willing buyer and a knowledgeable willing seller in an arm’s length transaction at the valuation date. 36 | Select Harvests Limited 2003 (b) Reconciliations Reconciliations of the carrying amounts of property, plant and equipment at the beginning and end of the current financial year. ECONOMIC ENTITY 2003 $’000 PARENT ENTITY 2003 $’000 Plantation land Carrying amount at beginning Additions Disposals Depreciation expense Buildings Carrying amount at beginning Additions Depreciation expense Leasehold improvements Carrying amount at beginning Transfers between classes Freehold land and buildings Carrying amount at beginning Depreciation expense Plant and equipment under lease Carrying amount at beginning Disposals Transfers between classes Depreciation expense Plant and equipment Carrying amount at beginning Additions Disposals Transfers between classes Depreciation expense Capital works in progress Carrying amount at beginning Additions 17,920 42 (531) (263) 17,168 2,363 5 (75) 2,293 124 (124) - 321 (6) 315 2,404 (254) (496) (456) 1,198 11,006 2,206 (94) 621 (2,034) 11,705 148 653 801 - - - - - 150 - (1) 149 - - - - - - 127 - - (25) 102 108 24 (7) - (40) 85 - - - Select Harvests Limited 2003 | 37 notes to the financial statements as at 30 June 2003 12. Self-Generating and Regenerating Assets SGARA almond trees – at net market value 5,329 5,718 - - ECONOMIC ENTITY 2003 $’000 2002 $’000 PARENT ENTITY 2003 $’000 2002 $’000 2003 1,665 2002 1,832 SGARA PLANTATION $’000 5,718 (389) 5,329 NOTES ECONOMIC ENTITY 2003 $’000 2002 $’000 PARENT ENTITY 2003 $’000 2002 $’000 22,314 (3,509) 18,805 2,900 21,705 7,604 4,546 12,150 325 35 360 325 22,314 (2,379) 19,935 2,900 22,835 3,041 6,400 9,441 808 686 1,494 808 - - - - - 108 405 513 26 35 61 26 - - - - - 115 292 407 25 658 683 25 (a) Physical quantity of trees Almond trees (acres) (b) Movement in carrying amounts 2003 Balance at the beginning of the year – Current year movement 13. Intangibles Goodwill – at cost Accumulated amortisation Brand names – at cost 14. Payables (Current) Trade creditors Other creditors 15. Interest-Bearing Liabilities (Current) Lease liability Borrowings secured by floating charge-bank overdraft 15(a),(b),23 15(b) (a) Secured lease liability – finance lease (b) Terms and conditions relating to the above financial instruments: (i) A registered mortgage debenture is held as security over all the assets and undertakings of Select Harvests Limited and the entities of the wholly owned group. (ii) A cross deed of guarantee exists between the entities of the wholly owned group. 38 | Select Harvests Limited 2003 NOTES ECONOMIC ENTITY 2003 $’000 2002 $’000 PARENT ENTITY 2003 $’000 2002 $’000 16. Provisions (Current) Dividends on ordinary shares Employee benefits 17. Payables (Non-Current) Aggregate amounts payable to related parties – wholly owned companies 19(a) 18. Interest-Bearing Liabilities (Non-Current) Lease liability Borrowings secured by floating charge – bills of exchange and promissory notes 18(a),(b),23 18(b) (a) Secured lease liability – finance lease (b) Terms and conditions relating to the above financial instruments: (i) A registered mortgage debenture is held as security over all the assets and undertakings of Select Harvests Limited and the entities of the wholly owned group. - 979 979 - - 2,767 831 3,598 - 133 133 2,767 107 2,874 - - 7,039 7,039 6,946 6,946 914 1,239 77 104 8,000 8,914 914 16,500 17,739 1,239 8,000 8,077 16,500 16,604 77 104 (ii) A cross deed of guarantee exists between the entities of the wholly owned group. 19. Provisions (Non-Current) Employee entitlements (a) Aggregate employee entitlements liability 20. Contributed Equity (a) Issued and paid up capital Ordinary shares fully paid (b) Movements in shares on issue Beginning of the financial year Issued during the year • Dividend reinvestment scheme • Employee share scheme • Other shares issued End of the financial year 19(a) 93 1,072 65 896 - 133 - 107 36,206 36,206 34,199 34,199 36,206 36,206 34,199 34,199 NUMBER OF SHARES 34,584,891 240,250 163,700 466,500 35,455,341 2003 $’000 NUMBER OF SHARES 2002 $’000 34,199 32,841,279 31,124 804 223 980 36,206 72,612 171,000 1,500,000 34,584,891 196 179 2,700 34,199 Select Harvests Limited 2003 | 39 notes to the financial statements as at 30 June 2003 20. Contributed Equity continued (c) Share options Options over ordinary shares: Employee share scheme The Company continued to offer employee participation in short-term and long-term incentive schemes as part of the remuneration packages for the employees of the companies. Both the short-term and long-term schemes involve payments up to an agreed proportion of the total fixed remuneration of the employee, with relevant proportions based on market-relativity of employees with equivalent responsibilities. The employee is able to receive payments under the short-term incentive scheme based on the achievement of agreed business plans by the individual. This performance is measured and reported by a balanced scorecard approach. The long-term scheme involves the issue of options to the employee, under the executive share option scheme. During or since the end of the financial year 454,300 options have been granted under this scheme (refer Directors’ Report for further details). The market value of ordinary Select Harvests Limited shares closed at $4.89 on 30 June 2003 ($3.10 on 30 June 2002). Strategic Alliance with Timbercorp Limited Pursuant to a strategic alliance between Timbercorp Limited and Select Harvests Limited in August 2000, Timbercorp became entitled to a maximum of 4,500,000 options to acquire Select Harvests shares if, over a three year period, Timbercorp and its subsidiaries established almond orchards of 6,000 acres or more. Having met its target in June 2003, Almonds Australia Pty Ltd, a subsidiary of Timbercorp, exercised the final tranche of options totalling 2,533,500 on 29 August 2003, at an exercise price of $2.30 per share. NOTES ECONOMIC ENTITY 2003 $’000 2002 $’000 PARENT ENTITY 2003 $’000 2002 $’000 21. Reserves and Retained Profits Capital reserve Asset revaluation Retained profits (a) Asset revaluation (i) Nature and purpose of reserve The asset revaluation reserve is used to record increments and decrements in the value of non-current assets. The reserve can only be used to pay dividends in limited circumstances. (ii) Movements in reserve Balance at beginning of year Balance at end of year (b) Retained profits Balance at the beginning of year Net profit attributable to members of Select Harvests Limited Total available for appropriation Dividends provided for or paid Balance at end of year 21(a) 21(b) 3,271 6,187 9,458 14,342 3,271 6,187 9,458 5,680 3,270 - 3,270 (12,954) 3,270 - 3,270 (16,368) 6,187 6,187 6,187 6,187 - - - - 5,680 10,962 16,642 (2,300) 14,342 1,791 8,554 10,345 (4,665) 5,680 (16,368) 5,714 (10,654) (2,300) (12,954) (19,163) 7,460 (11,703) (4,665) (16,368) 40 | Select Harvests Limited 2003 ECONOMIC ENTITY 2003 $’000 2002 $’000 PARENT ENTITY 2003 $’000 2002 $’000 22. Statement of Cash Flows (a) Reconciliation of the net profit after tax to the net cash flows from operations Net profit Non-cash Items Depreciation and amortisation Amortisation of goodwill SGARA revenue – stock SGARA expense – trees Finance charges on leases Net (profit)/loss on disposal of property, plant and equipment Dividends received from associates Interest paid Interest received Management fees received Management fees paid Changes in assets and liabilities (Increase)/decrease in trade receivables (Increase)/decrease in inventory (Increase)/decrease in other assets Increase in trade and other creditors (Decrease)/increase in income tax payable (Decrease)/increase in deferred income tax liability (Decrease)/increase in employee entitlements Net cash flow from operating activities (b) Reconciliation of cash Cash balance comprises: • Cash at bank • Bank overdraft Closing cash balance 10,962 8,554 5,714 7,460 2,834 1,130 (490) 389 - (108) - - - - - (2,228) 1,447 (719) 2,709 (756) 75 176 15,421 2,713 1,130 - - 146 (525) - - - - - (607) (207) 1,871 2,415 741 (921) 182 15,492 66 - - - - 3 (4,811) 408 (2,495) (2,448) 163 11 - (622) 39 30 - 27 (3,915) 69 - - - - 16 (7,250) 616 (2,576) (2,130) - - - 18 508 (108) 273 (28) (3,132) 565 (35) 530 78 (686) (608) 561 (35) 526 75 (658) (583) (c) Credit stand-by arrangement and loan facilities The economic entity and the Company have a bank overdraft facility available to the extent of $1,000,000 (2002: $1,000,000). As at 30 June 2003 the economic entity and company have used $0 (2002: $686,000) of the facility. The economic entity and the Company have a commercial bill facility available to the extent of $25,300,000 (2002: $27,700,000). As at 30 June 2003 the economic entity and Company have used $8,000,000 (2002: $16,500,000). Select Harvests Limited 2003 | 41 notes to the financial statements as at 30 June 2003 23. Expenditure Commitments Lease expenditure commitments (i) Operating leases (non-cancellable): Minimum lease payments • Not later than one year • Later than one year and not later than five years • Later than five years • Aggregate lease expenditure contracted for at reporting date Aggregate expenditure commitments comprise: • Aggregate lease expenditure contracted for at reporting date (ii) Finance leases: • Not later than one year • Later than one year and not later than five years • Later than five years • Total minimum lease payments • Future finance charges • Lease liability – Current liability – Non-current liability ECONOMIC ENTITY 2003 $’000 2002 $’000 1,777 4,938 15,506 22,221 1,302 4,370 16,566 22,238 22,221 22,238 409 986 - 1,395 (156) 1,239 325 914 1,239 1,311 939 79 2,329 (282) 2,047 808 1,239 2,047 PARENT ENTITY 2003 $’000 2002 $’000 - - - - - 32 79 - 111 (8) 103 26 77 103 - - - - - 32 32 79 143 (14) 129 25 104 129 24. Subsequent Events On 9 July 2003, Select Harvests Marketing Pty Ltd, a wholly owned subsidiary of Select Harvests Limited acquired 100% of the share capital of Meriram Pty Ltd and Kibley Pty Ltd at an initial cost of $9.1 million. Further payments are to be made over two years to a maximum of $2.0 million based on achieving EBIT targets. Payment of the maximum amount requires achievement of an EBIT of $2.5 million for each of the two years post acquisition. On 29 August 2003, Select Harvests Limited issued Timbercorp’s 75% owned subsidiary, Almonds Australia Pty Ltd, a further 2,533,500 ordinary shares for consideration of $5,827,050 ($2.30 per share). The shares were issued as part of a strategic alliance between Timbercorp Limited and Select Harvests Limited in August 2000. Almonds Australia Pty Ltd now holds 4,500,000 ordinary shares, or 11.84% in Select Harvests Limited. The financial effect of each of the above events has not been recognised in the financial report at 30 June 2003. 42 | Select Harvests Limited 2003 ECONOMIC ENTITY 2003 $’000 2002 $’000 10,962 - 10,962 8,554 - 8,554 2003 NUMBER OF SHARES 2002 NUMBER OF SHARES 35,040,372 33,737,590 448,658 898,895 35,489,030 34,636,485 ECONOMIC ENTITY 2003 $ 2002 $ 671,490 527,206 25. Earnings Per Share The following reflects the income and share data used in the calculations of basic and diluted earnings per share: Net profit Adjustments Earnings used in calculating basic and diluted earnings per share Weighted average number of ordinary shares used in calculating basic earnings per share Effect of dilutive securities: Share options Adjusted weighted average number of ordinary shares used in calculating diluted earnings per share 26. Remuneration of Directors (a) Directors’ remuneration Income paid or payable, or otherwise made available, in respect of the financial year, to all directors of each entity in the consolidated entity, directly or indirectly, by the entities of which they are directors or any related party: Income paid or payable, or otherwise made available, in respect of the financial year, to all directors of Select Harvests Limited, directly or indirectly, from the entity or any related party: The number of directors of Select Harvests Limited whose income (including superannuation contributions) falls within the following bands is: $0 - $9,999 $30,000 - $39,999 $70,000 - $79,999 $320,000 - $329,999 $470,000 - $479,999 Select Harvests Limited 2003 | 43 PARENT ENTITY 2003 $ 2002 $ 671,490 527,206 2003 NUMBER - 3 1 - 1 2002 NUMBER 1 3 1 1 - notes to the financial statements as at 30 June 2003 PARENT ENTITY 2003 $ 2002 $ ECONOMIC ENTITY 2003 $ 2002 $ 1,851,118 1,418,707 768,313 505,606 NUMBER NUMBER NUMBER NUMBER 2 3 3 1 1 1 - 1 4 2 - 1 1 1 1 - - - 1 - - 1 - 1 1 - - 1 - - 1 - 109,500 13,500 123,000 114,000 - 114,000 109,500 13,500 123,000 79,000 - 79,000 27. Remuneration of Executives Remuneration received or due and receivable by executive officers of the consolidated entity whose remuneration is $100,000 or more, from entities in the consolidated entity or a related party, in connection with the management of the affairs of the entities in the consolidated entity whether as an executive officer or otherwise: Remuneration received or due and receivable by executive officers of the Company whose remuneration is $100,000 or more, from the Company or any related party, in connection with the management of the affairs of the Company or any of its subsidiaries, whether as an executive officer or otherwise: The number of executives of the consolidated entity and the Company whose remuneration falls within the following bands: $100,000 - $109,999 $110,000 - $119,999 $120,000 - $129,999 $130,000 - $139,999 $140,000 - $149,999 $160,000 - $169,999 $320,000 - $329,999 $470,000 - $479,999 28. Auditor’s Remuneration Amounts received or due and receivable by Pitcher Partners for: • An audit or review of the financial report of the entity and any other entity in the consolidated entity • Other financial services 29. Related Party Disclosures Directors The directors of Select Harvests Limited during the financial year were: M A Fremder B P Burns D J Williams J Bird C G Clark Wholly-owned group transactions Loans Loans made by Select Harvests Limited to controlled entities under normal terms and conditions. Loans made to Select Harvests Limited by controlled entities under normal terms and conditions. Management fees received by Select Harvests Limited from controlled entities under normal terms and conditions. 44 | Select Harvests Limited 2003 Director-related entity transactions Services Select Harvests Limited has an Almond Orchard Management Agreement and a Land Lease agreement with Maxdy Nominees Pty Ltd, a company in which Mr M A Fremder is a director. Under the terms of the agreements, Select Harvests Limited has developed and continues to manage 300 acres of almond orchard on a fee basis for Maxdy Nominees Pty Ltd. In addition, Select Harvests Limited will process and sell the entire production of the orchard for the entire 25 year life of the orchard. An amount of $964,926 was received during the year by Select Harvests Limited in relation to the above contract. The agreements are under normal terms and conditions no more favourable than those which it is reasonable to expect the entity would have adopted if dealing with the director or director-related entity at arm’s length in the same circumstances. Advisory services were provided by Challenger International Limited on matters of strategy and acquisition advice. D J Williams was an employee of Challenger International Limited during the year. An amount of $13,590 was paid during the year by Select Harvests Limited, under normal terms and conditions no more favourable than those which it is reasonable to expect the entity would have adopted if dealing with the director or director-related entity at arm’s length in the same circumstances. Since the end of the financial year D J Williams was appointed Managing Director of Mariner Corporate Finance Limited. Equity instruments of directors Interests at balance date Interests in the equity instruments of Select Harvests Limited held by directors of the reporting entity and their director-related entities: M A Fremder J Bird B P Burns C G Clark D J Williams ORDINARY SHARES FULLY PAID 2003 NUMBER 5,538,472 239,707 106,518 21,303 - 5,906,000 2002 NUMBER 5,529,458 180,277 102,044 20,408 - 5,832,187 OPTIONS OVER ORDINARY SHARES 2002 2003 NUMBER NUMBER - 193,000 - - - 193,000 - 243,000 - - - 243,000 Movements in directors’ equity holdings During the year the aggregate number of fully paid ordinary shares purchased by directors or their director-related entities was 73,813 shares (2002: 317,819). 30. Segment Information Segment products and locations The economic entity has the following five business segments: • The food products division packs and markets edible nuts, dried fruits and seeds. • The almond orchards operation comprises the growing, processing and sale of almonds to the food industry, from company owned almond orchards. • The management services operation involves the sale of a range of management services to external owners of almond orchards, including consultancy, orchard development, tree supply, farm management, land rental and, irrigation infrastructure. • The almond pool markets and sells almonds on behalf of external investors. • The pesticide products operation comprises the production of pelletised snail, slug and rodent baits for other marketers. The economic entity operates predominantly within the geographical area of Australia. Select Harvests Limited 2003 | 45 notes to the financial statements as at 30 June 2003 30. Segment Information – Primary Segment BUSINESS SEGMENTS 2003 FOOD PRODUCTS ALMOND MANAGEMENT ORCHARDS SERVICES ALMOND POOL SALES $’000 $’000 $’000 $’000 PESTICIDE ELIMINATIONS ECONOMIC AND PRODUCTS CORPORATE $’000 $’000 $’000 ENTITY Revenue Sales to customers outside the consolidated entity Intersegment revenues Sale of almonds to customers outside the economic entity on behalf of managed orchard owners* Less cost of almonds sold by the economic entity on behalf of managed orchard owners* Other revenue Total segment revenue Unallocated revenue Total consolidated revenue Results Segment result Unallocated expenses Consolidated entity profit from ordinary activities before income tax expense Income tax expense Consolidated entity profit from ordinary activities after income tax expense Net profit Assets Segment assets Unallocated assets Total assets Liabilities Segment liabilities Non-allocated liabilities Total liabilities Other segment information Acquisition of non-current segment assets Depreciation and amortisation of segment assets 51,261 - - - - 51,261 9,107 3,866 - - 1,476 14,449 16,422 - - - - 16,422 4,598 7,687 6,099 - 1,358 4,204 408 - (5,632) 80,994 - - - 3,176 3,176 (4,534) - - - - 7 4,619 1,358 - (4,274) 886 (1,849) 42,542 28,257 8,441 2,609 (613) 5,215 6,972 2,083 453 6,632 833 2,055 1,948 1,493 23 225 100 124 - 67 (3,176) 1,483 82,477 105 82,582 17,421 (1,311) 16,110 (5,148) 10,962 10,962 81,236 4,513 85,749 21,355 4,388 25,743 2,904 3,964 46 | Select Harvests Limited 2003 BUSINESS SEGMENTS 2002 FOOD PRODUCTS ALMOND MANAGEMENT ORCHARDS SERVICES ALMOND POOL SALES $’000 $’000 $’000 $’000 PESTICIDE ELIMINATIONS ECONOMIC AND PRODUCTS CORPORATE $’000 $’000 $’000 ENTITY Revenue Sales to customers outside the consolidated entity Intersegment revenues Sale of almonds to customers outside the economic entity on behalf of managed orchard owners* Less cost of almonds sold by the economic entity on behalf of managed orchard owners* Other revenue Total segment revenue Unallocated revenue Total consolidated revenue Results Segment result Unallocated expenses Consolidated entity profit from ordinary activities before income tax expense Income tax expense Consolidated entity profit from ordinary activities after income tax expense Net profit Assets Segment assets Unallocated assets Total assets Liabilities Segment liabilities Non-allocated liabilities Total liabilities Other segment information: Acquisition of non-current segment assets Depreciation and amortisation of segment assets 48,712 - - - 99 48,811 11,989 3,309 - - 4,573 19,871 13,413 - - - - 13,413 5,003 6,350 3,959 - - 4,213 616 - (3,925) 78,327 - - - 2,203 2,203 (2,203) - - - - 1 4,830 - - (3,925) 1,175 (1,738) 42,481 31,051 9,205 2,219 733 2,591 6,710 1,993 406 24,652 740 2,006 2,177 1,264 646 375 96 130 206 68 (2,203) 4,673 83,000 114 83,114 14,749 (1,946) 12,803 (4,249) 8,554 8,554 85,689 - 85,689 36,352 - 36,352 3,865 3,843 *The economic entity provides a range of management and other services to externally owned or third party orchards. The income and expenses associated with the provision of orchard establishment, orchard management, harvesting, maintenance services and processing and marketing are recorded as part of the ‘Management Services’ segment of the above summary. In addition to these services, the economic entity sells the crop of almonds harvested from the orchards of the external owners. Almond pool sales are sales of almonds for externally owned almond orchards which are sold by the economic entity on a pooled basis, the proceeds from which are distributed to the pool participants. The economic entity earns a marketing fee for providing this service. These fees are included as part of the ‘Management Services’ segment of the above summary. Select Harvests Limited 2003 | 47 notes to the financial statements as at 30 June 2003 31. Financial Instruments 31(a) Interest rate risk The consolidated entity’s exposure to interest rate risks and the effective interest rates of financial assets and financial liabilities, both recognised and unrecognised at the balance date, are as follows: FINANCIAL INSTRUMENTS 2003 (i) Financial assets Cash Trade and other receivables Listed shares Total financial assets (ii) Financial liabilities Bank overdraft Trade creditors Other creditors Finance lease liability Bills of exchange and promissory notes Foreign exchange contracts Total financial liabilities 2002 (i) Financial assets Cash Trade and other receivables Listed shares Total financial assets (ii) Financial liabilities Bank overdraft Trade creditors Other creditors Finance lease liability Bills of exchange and promissory notes Foreign exchange contracts Total financial liabilities FLOATING INTEREST RATE FIXED INTEREST RATE MATURING IN 1 YEAR OR LESS 1 TO 5 YEARS MORE THAN 5 YEARS NON INTEREST BEARING $’000 $’000 $’000 $’000 $’000 TOTAL CARRYING AMOUNT AS PER STATEMENT OF FINANCIAL POSITION $’000 564 - - 564 35 - - - - 18,969 19,004 77 - - 77 - - - - - - - 325 8,000 - 8,325 - - - - - - - - - - - 914 - - 914 - - - - 686 - - - - 18,829 36,015 - - - 807 16,500 - 807 - - - 1,239 - - 1,239 - - - - - - - - - - - - - - - - - - - - - - 1 12,968 - 12,969 - 7,604 4,549 - - - 12,153 1 10,740 4 10,745 - 3,041 6,400 1 - - 9,442 565 12,968 - 13,533 35 7,604 4,549 1,239 8,000 - 21,427 78 10,740 4 10,822 686 3,041 6,400 2,047 16,500 - 28,674 WEIGHTED AVERAGE EFFECTIVE INTEREST RATE % 2.8 - - 9.0 - - 7.0 6.0† - 2.0 - - 9.0 - - 7.0 7.0 - †There are two facilities for fixed borrowings, one at an interest rate of 5.87% and one at an interest rate of 6.18%. The average interest rate is included in the table. 48 | Select Harvests Limited 2003 (b) Net fair values For unlisted investments where there is no organised financial market the net fair value has been based on a reasonable estimation of the underlying net assets or discounted cash flows of the investment. For bills of exchange and promissory notes which are traded on organised financial markets the net fair value is based on the quoted market offer price at balance date adjusted for transaction costs expected to be incurred. For other assets and other liabilities the net fair value approximates their carrying value. No financial assets and financial liabilities are readily traded on organised markets in standardised form other than listed investments and forward exchange contracts. The aggregate net fair values and carrying amounts of financial assets and financial liabilities are disclosed in the Statement of Financial Position and in the Notes to the Financial Statements. (c) Credit risk exposures The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets is the carrying amount of those assets, net of any provisions for doubtful debts of those assets, as disclosed in the Statement of Financial Position and Notes to the Financial Statements. Credit risk for derivative financial instruments arises from the potential failure by counterparties to the contract to meet their obligations. The credit risk exposure to forward exchange contracts is the net fair value of these contracts. The economic entity does not have any material credit risk exposure to any single debtor or group of debtors under financial instruments entered into by the economic entity. Concentrations of credit risk The Company minimises concentrations of credit risk in relation to trade receivables by undertaking transactions with a large number of customers from across the range of business segments in which the group operates. Refer also to Note 30 – Segment Information. (d) Forward exchange contracts The economic entity enters into forward exchange contracts to buy and sell specified amounts of foreign currency in the future at stipulated exchange rates. The objective in entering the forward exchange contracts is to protect the economic entity against unfavourable exchange rate movements for both the contracted and anticipated future sales and purchases undertaken in foreign currencies. The full amount of the foreign currency the economic entity will be required to pay or purchase when settling the brought forward exchange contracts should the counterparty not pay the currency it is committed to deliver to the Company. At balance date the net amount was $18,969,187 (2002: $18,828,949). The accounting policy in regard to forward exchange contracts is detailed in Note 1(c). At balance date, the details of outstanding forward exchange contracts are: BUY UNITED STATES DOLLARS SETTLEMENT Less than 6 months 6 months to 1 year BUY AUSTRALIAN DOLLARS SETTLEMENT Less than 6 months 6 months to 1 year 1 year to 2 years 2 years to 3 years SELL AUSTRALIAN DOLLARS 2003 $’000 2002 $’000 AVERAGE EXCHANGE RATE 2002 $ 2003 $ 3,058 439 2,543 - 0.62 0.62 0.56 - SELL UNITED STATES DOLLARS AVERAGE EXCHANGE RATE 2002 $ 2002 $’000 2003 $’000 2003 $ 5,874 - 9,469 7,123 3,612 - 9,960 7,719 0.50 - 0.53 0.56 0.50 - 0.50 0.52 Select Harvests Limited 2003 | 49 declaration. Directors’ Declaration In accordance with a resolution of the directors of Select Harvests Limited, I state that: In the opinion of the directors: (a) the financial statements and notes of the Company and of the consolidated entity are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Company’s and consolidated entity’s financial position as at 30 June 2003 and of their performance for the year ended on that date; and (ii) complying with Accounting Standards and Corporations Regulations 2001; and (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. On behalf of the Board M A Fremder Chairman Melbourne, 19 September 2003 50 | Select Harvests Limited 2003 audit report. Independent Audit Report To the members of Select Harvests Limited Scope We have audited the financial report of Select Harvests Limited for the financial year ended 30 June 2003, as set out on pages 16 to 50, including the Directors’ Declaration. The financial report includes the financial statements of Select Harvests Limited, and the consolidated financial statements of the consolidated entity comprising the Company and the entities it controlled at year’s end or from time to time during the financial year. The company directors are responsible for the financial report. We have conducted an independent audit of the financial report in order to express an opinion on it to the members of the Company. Our audit has been conducted in accordance with Australian Auditing Standards to provide reasonable assurance whether the financial report is free of material misstatement. Our procedures included examination, on a test basis, of evidence supporting the amounts and other disclosures in the financial report, and the evaluation of accounting policies and significant accounting estimates. These procedures have been undertaken to form an opinion whether, in all material respects, the financial report is presented fairly in accordance with Accounting Standards, other mandatory professional reporting requirements in Australia and statutory requirements, so as to present a view which is consistent with our understanding of the Company and the consolidated entity’s financial position and performance as represented by the results of their operations and their cash flows. The audit opinion expressed in this report has been formed on the above basis. Audit opinion In our opinion, the financial report of Select Harvests Limited is in accordance with: (a) the Corporations Act 2001 including: (i) giving a true and fair view of the Company and the consolidated entity’s financial position as at 30 June 2003 and of their performance for the year ended on that date; and (ii) complying with Accounting Standards in Australia and the Corporations Regulations 2001; and (b) other mandatory professional reporting requirements in Australia. Pitcher Partners T J Benfold Partner Melbourne, 19 September 2003 Select Harvests Limited 2003 | 51 ASX information. ASX Additional Information Additional information required by the Australian Stock Exchange Limited and not shown elsewhere in this report is as follows. The information is current as at 29 August 2003. (a) Distribution of equity securities The number of shareholders, by size of holding, in each class of share are: NUMBER OF ORDINARY SHARES 1 to 1,000 1,001 to 5,000 5,001 to 10,000 10,001 to 100,000 100,001 and over NUMBER OF SHAREHOLDERS 523 930 315 311 41 (b) 20 largest shareholders The names of the 20 largest holders of quoted shares are: 1 Maxdy Nominees Pty Ltd 2 Almonds Australia Pty Ltd 3 National Nominees Ltd 4 MF Custodians Pty Ltd 5 Thurston Investments Pty Ltd 6 Commonwealth Custodial Services Limited 7 Frank Hadley Pty Ltd 8 Invia Custodian Pty Ltd (Black A/C) 9 AMP Life Limited 10 Mr Peter Charles Nicholas Middendorp 11 Mr James Ronald Mackinnon 12 Longo Pty Ltd 13 Queensland Investment Corporation 14 Mirrabooka Investments Limited 15 Mutual Trust Pty Ltd 16 MID Manhattan Pty Ltd 17 Mr Rodney Milton Fitzroy 18 Fitzwood Pty Ltd 19 Amsamac Pty Ltd 20 Dr John Carey (c) Substantial shareholders The names of substantial shareholders are: Maxdy Nominees Pty Ltd Almonds Australia Pty Ltd National Nominees Ltd MF Custodians Pty Ltd The number of shareholders holding less than a marketable parcel of shares are: NUMBER OF NUMBER OF SHAREHOLDERS ORDINARY SHARES 93 2,394 LISTED ORDINARY SHARES NUMBER OF PERCENTAGE OF SHARES ORDINARY SHARES 5,538,472 4,500,000 1,990,140 1,906,334 1,000,000 894,533 845,000 782,191 470,314 425,967 402,003 372,540 370,000 320,000 300,000 296,549 276,441 220,095 209,786 209,575 21,329,940 14.6 11.8 5.2 5.0 2.6 2.4 2.2 2.1 1.2 1.1 1.1 1.0 1.0 0.8 0.8 0.8 0.7 0.6 0.6 0.6 56.1 Number of Shares 5,538,472 4,500,000 1,990,140 1,906,334 (d) Voting rights All ordinary shares (whether fully paid or not) carry one vote per share without restriction. (e) The Company is listed on the Australian Stock Exchange. The home exchange is Melbourne. 52 | Select Harvests Limited 2003 Directory Select Harvests Limited ABN 87 000 721 380 Registered office Select Harvests Limited 360 Settlement Road Thomastown Vic 3074 Postal address PO Box 5 Thomastown Vic 3074 Telephone (03) 9474 3544 Facsimile (03) 9474 3588 Email: info@selectharvests.com.au Website: www.selectharvests.com.au Board of directors M A Fremder (Chairman) J Bird (Managing Director) B P Burns (Non-Executive Director) C G Clark (Non-Executive Director) D J Williams (Non-Executive Director) Company secretary M Mattia Solicitors Gadens Lawyers Auditors Pitcher Partners Bankers Australia and New Zealand Banking Group Limited Share register Computershare Investor Services Pty Limited Level 12 575 Bourke Street Melbourne Vic 3000 Telephone (03) 9611 5711 Facsimile (03) 9611 5710 Select Harvests Limited ABN 87 000 721 380 360 Settlement Road Thomastown Vic 3074 PO Box 5 Thomastown Vic 3074 Telephone (03) 9474 3544 Facsimile (03) 9474 3588 Email: info@selectharvests.com.au www.selectharvests.com.au