GROWING. IT’S WHAT WE DO S E L E C T H A R V E S T S L I M I T E D A N N U A L R E P O R T 2 0 1 4 TM ANNUAL REPORT 2014 SOUTHERN REGION PARINGA LOXTON Adelaide LAKE CULLULLERAINE HILLSTON NORTHERN REGION Sydney EUSTON GRIFFITH ROBINVALE Swan Hill Nhill CENTRAL REGION Processing Centres 13,311 TOTAL PLANTED ACRES (5,389 Ha) Albury Select Harvests Orchards THOMASTOWN Recent Acquisitions Melbourne 3,156 PLANTED ACRES IN SOUTHERN REGION (1,278 Ha) 5,646 PLANTED ACRES IN CENTRAL REGION (2,286 Ha) 4,508 PLANTED ACRES IN NORTHERN REGION (1,825 Ha) Company Profile Select Harvests is one of Australia’s largest almond producers and marketers with core capabilities across: Horticulture, Orchard Management, Processing, Sales and Marketing. These capabilities enable us to benefit throughout the value chain. We are one of Australia’s largest almond growers and the country’s leading manufacturer, processor and marketer of nut products, health snacks and muesli to the Australian retail and industrial markets, in addition to exporting almonds globally. OUR OPERATIONS Our geographically diverse almond orchards are at or near maturity. Located in Victoria, South Australia and New South Wales our portfolio includes more than 18,776 acres (7,602 Ha) of company owned, leased and joint venture almond orchards and land suitable for planting to almonds. These orchards, plus other independent orchards, supply our state-of-the-art primary processing facility at Carina West near Robinvale, Victoria and our value added processing facility at Thomastown in the Northern Suburbs of Melbourne. Our primary processing facility has the capacity to process 22,000 metric tonnes of almonds in the peak season and is capable of meeting the ever increasing demand for both in-shell and kernel product. Our processing plant in Thomastown processes over 10,000 metric tonnes of product per annum. EXPORT Select Harvests is one of Australia’s largest almond exporters and continues to build strong relationships in the fast growing markets of India and China, as well as maintaining established routes to markets in Asia, Europe and the Middle East. OUR BRANDS The Select Harvests Food Division provides a capability and route to market domestically and around the world for processed almonds and other natural products. It supplies both branded and private label products to the key retailers, distributors and industrial users. Our market leading brands are: Lucky, Nu-Vit, Sunsol and Soland in retail markets and Renshaw and Allinga Farms in wholesale and industrial markets. In addition to almonds, we market a broad range of snacking and cooking nuts, health mixes and muesli. OUR MISSION To deliver sustainable shareholder value by being a global leader in integrated growing, processing & marketing of almonds. Growth in a Growing Industry GLOBAL PRODUCTION AUSTRALIAN PRODUCTION 83% 83% OF GLOBAL ALMOND PRODUCTION COMES FROM CALIFORNIA AUSTRALIAN EXPORT GROWTH 58% AUSTRALIAN ALMOND EXPORTS INCREASED BY 58% IN 2013/14. IN CY2013, ALMONDS BECAME THE FIRST AUSTRALIAN HORTICULTURAL EXPORT INDUSTRY TO EARN $300M AND THIS IS EXPECTED TO EXCEED $500M IN 2015. (Source: USDA, Almond Board of Australia, Innova Market Insights) 326% SINCE 2005, AUSTRALIAN ALMOND PRODUCTION HAS INCREASED BY 326% AUSTRALIAN SHARE OF GLOBAL PRODUCTION 7% AUSTRALIA BECAME THE 2ND LARGEST ALMOND PRODUCING NATION IN 2013 WITH 7% OF GLOBAL PRODUCTION US CONSUMPTION GROWTH 376% SINCE 1980/81, US PER CAPITA ALMOND CONSUMPTION HAS GROWN FROM 0.42 LB/PERSON TO 2.00 LB/PERSON INNOVATIONS No.1 ALMONDS HAVE MAINTAINED THEIR POSITION AS LEADING NUT TYPE IN GLOBAL NEW PRODUCTS SINCE 2006 WITH 7,893 PRODUCT INTRODUCTIONS IN 2013 AND MARKET SHARE OF 35% OF TOTAL NUT PRODUCTS INTRODUCED THAT YEAR ACCORDING TO INNOVA MARKET INSIGHTS. For more detailed information on the above, go to www.selectharvests.com.au 1 SELECT HARVESTS ANNUAL REPORT 2014 Contents 1 Industry Overview 2 Contents 3 Performance Summary 4 Chairman’s Letter 6 Growth. It starts at the roots 8 Review of Operations and Our Strategy for Growth 10 Managing Director’s Report 12 Our People 13 Occupational Health and Safety, Risk Management and Sustainability 14 Executive Team 15 Board of Directors 16 Historical Summary 17 Financial Report $500M $300M IN 2013, ALMONDS BECAME THE FIRST AUSTRALIAN HORTICULTURAL EXPORT INDUSTRY TO EARN $300M AND THIS IS EXPECTED TO EXCEED $500M IN FUTURE YEARS 2 Performance Summary EBIT ($000’s) Almond Division Food Division Corporate Costs Operating EBIT Interest Expense REPORTED RESULTS (AIFRS) UNDERLYING RESULT FY13 FY14 FY13 FY14 3,888 40,795 36,393 40,795 5,450 5,644 5,450 5,644 (4,097) (4,631) (4,097) (4,631) 5,241 41,808 37,746 41,808 (5,043) (4,455) (5,043) (4,455) Net Profit Before Tax 198 37,353 32,703 37,353 Tax (Expense)/Benefit 2,674 (8,346) (9,813) (8,346) Net Profit After Tax 2,872 29,007 22,890 29,007 Earnings Per Share (cents) 5.0 50.2 40.1 50.2 Operating Cash flow 4,051 23,062 Net Debt 79,184 94,764 – – Select Harvests delivered a record NPAT in 2014 of $29.0 million, following on from the strong underlying result last year. Earnings per share is 50.2 cps, an increase of 25% on last year’s underlying earnings per share (EPS). Importantly, the business generated cash flow of $23.1 million. The result was driven by the valuation of the 2014 crop, based on a yield of 10,500 tonnes, a price of $8.50/kg and the selling through of the 2013 crop. There has been a strong focus on the implementation of the company’s growth based strategy based on projects and initiatives sitting beneath the 7 strategic platforms. – – 3 SELECT HARVESTS ANNUAL REPORT 2014 Chairman’s Letter Michael Iwaniw CHAIRMAN I am pleased to present you with my Chairman’s Report for the 2013/14 financial year. It has been an exciting and productive year being the second consecutive year of improved financial performance. Select Harvests has continued to transform itself and is now a business very much in control of its destiny, with the overwhelming majority of earnings coming from company owned orchards. FINANCIAL PERFORMANCE The company generated a Reported NPAT of $29.0 million in FY14 – a record result and substantially up on the strong FY13 Underlying NPAT of $22.9 million. Importantly, FY14 Earnings Per Share (“EPS”) increased to 50.2 cents per share, up 25.2% on FY13 EPS. In the context of historical results and particularly the adverse seasonal conditions imposed on us this year, this is a strong result. The company paid a dividend of 9 cents per share on 15 October 2014 (Record Date 3 September 2014), taking the full year dividend to 20 cents per share (up from 12 cents per share last year). The current payout ratio of 40% reflects our recognition of shareholder desire for dividend income whilst balancing this against the requirement to prudently retain capital in the business to support growth initiatives allied to the strong fundamentals of the global almond industry. STRATEGY The company has made significant progress on its transformation from a manager to an owner of orchards and the implementation of its 7 strategy platforms, most notably with its recent property acquisitions. These acquisitions go a long way to delivering the primary strategy platform of controlling the critical mass of almonds needed to maximize profitability and leverage the global almond opportunity that we have been steadily working towards in recent years. ACQUISITIONS During the financial year the company acquired the Allinga property at Loxton in South Australia, comprising 680 acres (275 Ha) of mature orchards and another 1,000 acres (405 Ha) suitable to plant out to almonds, which will occur in FY15. Subsequent to the end of the financial year, the company announced the acquisition of 3 additional properties – Amaroo (Paringa, South Australia), Grewal (Lake Cullulleraine, Victoria) and Mendook (Euston, New South Wales). These acquisitions delivered another 2,481 acres (1,004 Ha) of planted almond orchards and 4,465 acres (1,808 Ha) of land suitable for planting to almonds, which will be planted out over the next 3 years. In total, Select Harvests now has 13,311 acres (5,389 Ha) of planted almond orchards – following the planting of the 5,465 acres (2,213 Ha) over the next 3 years, we will have a geographically diversified portfolio of 18,776 acres (7,602 Ha) of planted almond orchard. FUNDING As previously indicated, the capital management and funding plan will be closely aligned to the strategy, ensuring a prudent balance sheet is maintained, whilst allowing growth plans to be supported. In this regard, Select Harvests was recently granted an additional $50.0 million acquisition bridging facility from its bankers NAB and Rabo. Post the acquisition announcement, the company conducted an Institutional Share Placement which raised $46.5 million and While we have a strong focus on growth, we will maintain a sharp focus on driving improvement from our core business. 4 While we have a strong focus on growth, we will maintain a sharp focus on driving improvement from our core business. THANK YOU It is important to acknowledge that a significant part of the turnaround at Select Harvests is due to people. We have a committed executive and staff who all aspire to improve the performance of the business. I would like to acknowledge my colleagues on the Board and the effort and continued improvement that Paul Thompson and the Select Harvests team have delivered to date. We are making good progress, but we still have a lot of work in front of us to deliver on the potential of the business. Michael Iwaniw CHAIRMAN a Share Purchase Plan which raised $19.7 million. The Board will work diligently with management to reduce debt levels and gearing in line with objectives. RISK MANAGEMENT REVIEW Select Harvests has a formal risk management process in place to identify, consider, report and manage risk across the business. The Board has a schedule of risks to review during the course of the year and these reviews were undertaken. SAFETY The company has a strong focus on safety and I am pleased to report that LTI rates have been reduced by 72.7% this year across the business. DIVERSITY Select Harvests recognises that a diverse workforce supports its goals to achieve business success. During the year the company reviewed its diversity policy and targets. Diversity reporting is now included in monthly Board reporting and an annual review is conducted by the Board’s Remuneration and Nomination Committee. ALMAS PROCEEDINGS As we have previously disclosed, the company is involved in legal proceedings in the Supreme Court of Victoria, instituted by Almas Almonds Pty Ltd (“Almas”), with a hearing scheduled for February 2015. This matter relates to services provided by Select Harvests to Almas under a previously terminated Almond Orchard Management Agreement. Two of the part owners of Almas were directors (and Chairmen) of Select Harvests, during the period of orchard establishment and management that is in dispute. Select Harvests denies any liability in relation to the claim and will vigorously defend it. STAFF RECOGNITION This year the company established the Chairman’s Award – it is given to 2 employees considered to consistently represent our work and ethical values. I am pleased to say that Roshni Chand (Thomastown) and Nick Koutrikas (Carina West) were the inaugural recipients of the Chairman’s Award and I would like to congratulate them both on their efforts. OUTLOOK Global almond supply is very concentrated – the USA is the world’s largest producer of almonds with 83%, followed by Australia with 7% and Spain with 3%. Demand is very diversified across the globe – USA (31%), Europe (28%), China (12%), India (6%), UAE (4%), Japan, Turkey and Canada (3% each). In recent times the supply and demand for almonds has been finely balanced. The demand for almonds has continued to strengthen. Supply has been seriously impacted by drought in California and the significant degradation of the Californian ground water resource. Select Harvests is well placed to take advantage of the change to the supply and demand dynamic. Select Harvests is a financially sound business with a solid balance sheet. It has an integrated, profitable and performing business with its foundation around company owned orchards. It has a plan and a strategy to perform at a high level and to grow – it is in a position to control and drive its growth agenda. It has structures and people – it is on the way to developing a high performance culture that can deliver this growth. The market is becoming more aware of the opportunities that Select Harvests and Australian almonds present. 5 SELECT HARVESTS ANNUAL REPORT 2014 Growth. It starts at the roots 2ND • AUSTRALIA IS THE 2ND LARGEST ALMOND PRODUCING NATION • SELECT HARVESTS IS THE 2ND LARGEST AUSTRALIAN ALMOND PRODUCER 48% AUSTRALIAN ALMOND PRODUCTION INCREASED BY 48% IN 2013 ORCHARDS INPUTS HARVEST PROCESSING – HULLING & SHELLING Harvest begins in February each year after the crop has matured Select Harvests has a fleet of harvest equipment to harvest the crop (shaker, sweeper, harvester, pickup) Globally competitive Carina West Almond Processing Facility By-product sold to local animal feed industry Bees are a critical part of the almond lifecycle. Select Harvests secures its bees on a multi-year supply agreement Select Harvests owns approximately 25% of its water, securing the rest on the spot market (25%), 1 year lease (25%) and 3 year lease (25%) Select Harvests is committed to investing in its people and skills Geographically diverse portfolio of mature, cash generating almond orchards – VIC, SA & NSW 13,311 acres (5,389 Ha) of almond orchards planted (as at 25 August 2014) 19% market share of Australian almond orchards 67% of Select Harvests orchards are mature Land bank – 5,465 acres (2,213 Ha) unplanted land suitable to almonds (as at 25 August 2014) www.selectharvests.com.au/ orchard-profile.php www.selectharvests.com.au/ carina-west-operations 6 47% AUSTRALIAN PER CAPITA CONSUMPTION HAS INCREASED BY 47% FROM 618 GRAMS/ PERSON IN 2009 TO 909 GRAMS/ PERSON IN 2013 20% WORLDS LARGEST STUDY ON NUT CONSUMPTION & MORTALITY INCLUDED 120,000 PEOPLE OVER 30 YEARS AND SHOWED THOSE WHO ATE 30 GRAMS OF NUTS A DAY HAD A 20% LOWER DEATH RATE PROCESSING – VALUE ADDING We continue to value-add by applying more complex processes: • Blanching • Slicing • Dicing • Meal • Pastes • Roasting • Blending MARKETS CUSTOMERS BRANDS HEALTH Global suppliers to retail and industrial market place • Local and global food manufacturers and processors Market leading nut and health food brands: Supplies retail and industrial markets, domestically and internationally • Major retailers • Lucky – No. 1 Cooking Nut • Commodity traders • Sunol – No. 4 Muesli • Distributors/repackers • Renshaw – Leading producer Our Key Markets: • India • Middle East • Europe • China • Australia of processed nuts • Allinga Farms – Leading supplier of in-shell and almond kernels New product concepts being well received by customers Nuts are a great source of healthy mono-unsaturated fats all proven to help lower cholesterol Nutritional appeal: • Heart health • Vitamin E + Magnesium • Weight management www.selectharvests.com.au/ thomastown-operations Cooking Health Food Health Food TM Muesli & Snacks Industrial Industrial www.selectharvests.com.au/ sales-and-marketing 7 SELECT HARVESTS ANNUAL REPORT 2014 Review of Operations ALMOND DIVISION The almond division delivered another strong performance with EBIT of $40.8 million, up 12% on last year’s underlying result, based on 10,500 tonnes (last year 12,669 tonnes) and a price of $8.50/kg (last year $6.38/kg). This was achieved despite the lower than forecast crop volume and reflects that almond prices are strong – importantly we see the current strong almond price remaining over the medium term with global supply influenced by the severe drought in California (the world’s largest growing area) and of the continued growth in almond consumption. During the year we continued to replace our older orchards, with 512 acres (207 Ha) being removed and replanted in July & August. This program will continue in FY15. We continue to focus on increasing the critical mass of almond orchards, yield improvements, benchmarking and engagement with leading operators in the US. Investment in risk mitigation has continued with additional frost fans and harvest equipment to minimise the impact of potential adverse future weather events. We will continue to invest in more harvest equipment, frost fans and drying equipment to further insulate the business. REPORTED EBIT ($M) UNDERLYING EBIT ($M) FY14 40.8 FY13 3.9 FY14 40.8 FY13 36.4 EBIT VOLUME 10,500 TONNES PRICE A$8.50/KG 12% 17% 33% 33% 33% INCREASE IN PLANTED ACRES SINCE LAST YEAR TO 13,311 ACRES (5,389 Ha) ESTABLISHMENT OF LAND BANK FOR GREENFIELD PLANTINGS 5,465 ACRES (2,213 Ha) http://selectharvests.com.au/ carina-west-operations.php OUR STRATEGY FOR GROWTH Select Harvests has 7 identified strategic platforms which have been designed to chart out the growth objectives of the company. 2013 1 CONTROL CRITICAL MASS OF ALMONDS Secure the critical mass of nuts needed to maximize profitability and leverage the global almond opportunity. • FY14 – acquired 680 acres (275 Ha) almond orchard + 1,000 acres (405 Ha) suitable for planting to almond • 25 Aug 2014 – acquired 2,481 acres (1,004 Ha) almond orchard + 4,465 acres (1,808 Ha) suitable for planting to almond 8 2 IMPROVE YIELD & CROP VALUE Improve yield and overall crop value by perfecting on-farm and farm to factory practices. • 512 acres (207 Ha) was replanted with new varieties/ higher densities • Investments in benchmarking/ technology to improve efficiency/ protect yield – inc. frost fans, harvest equipment 3 BE BEST IN CLASS SUPPLY CHAIN Continuously improve our supply chain, achieving high quality, low cost and optimum capital utilisation. • Continued to examine operations/refine proposals that could improve our operation, inc. cogeneration technology 4 INVEST IN INDUSTRIAL & TRADING DIVISION Allocate resources to leverage our trading skills and grow sales in the industrial channel. • Investment in capability and marketing • Innovations have assisted the continued strong growth of this segment (domestic & export) FOOD DIVISION The food division delivered a consistent performance with EBIT of $5.6 million, up marginally on last year’s result. Revenue was down 12% driven by the loss of the private label contracts to major retailers. The earnings impact of this was offset by the increased sales of branded products and industrial ingredient sales which were up 24%. The improved sales mix resulted in higher EBIT margins. There has been a focus on product development and innovation during the year along with the introduction of new capability in the management teams. Brands like Lucky Smart Snax, Renshaw processed nuts and Sunsol Muesli have been undergoing innovation, renovation, reformulation, repackaging and relaunching. Our export growth strategy is underway with the appointment of new distributors in Thailand and Malaysia. The investment in research, product development, brand/image awareness is becoming evident. TM REPORTED EBIT ($M) UNDERLYING EBIT ($M) FY14 5.6 FY13 5.5 FY14 5.6 FY13 5.5 INDUSTRIAL SALES 24% INDUSTRIAL SALES GREW BY 24% – ANOTHER RECORD RESULT PRODUCTS NEW PRODUCT LAUNCHES WELL RECEIVED: • SUNSOL MUESLI’S • LUCKY SMART SNAX www.selectharvests.com.au/ sales-and-marketing.php 5 TURN AROUND PACKAGED FOOD BUSINESS 6 FIX OUR SYSTEMS & PROCESSES 2014 7 ENGAGE WITH OUR PEOPLE & OUR STAKEHOLDERS 2018 Develop a new model for the packaged food category that will deliver sustainable returns above the cost of capital. Develop the business systems and processes required to be a global industry leader. Engage with investors and our industry while developing the team required to be a global industry leader. Grow brand value by investing in: • Implemented new risk management • Introduction of employee • insights • innovation/product development • brand image/awareness • channel penetration and growth • margin mix and management framework and OHS policies/ procedures • Appointment of key personnel newsletters/intranet • Enhanced performance management reviews • Refreshed company website • Investor engagement – conferences/site tours/road shows 9 SELECT HARVESTS ANNUAL REPORT 2014 Managing Director’s Report OVERVIEW It is now 2 years since I began with Select Harvests. The organizational focus has been to redefine our strategy by: resetting the base, reviewing and improving both structures and processes, investing in our personnel, identifying and mitigating risk whilst delivering improved performance. We have created a platform for growth through – our people, our orchards, our brands, and our customers. Importantly this delivers increased value to you, our shareholders. In 2014 we made considerable progress towards delivering our long term strategic goals. We have a strong position in industries with outstanding long term growth outlooks. With our strong asset base and a team focused on delivering outstanding results, this years highlights include: • $29.0m NPAT • Lost Time Injuries down 72.7% vs Last Year • Consumer complaints down 20.0% vs Last Year • Industrial division sales and profit growth in excess of 20.0% • Acquisition of a mature orchard FINANCIAL PERFORMANCE We have made good progress since 2012, and there is still opportunity for further improvement. The 2014 NPAT of $29.0 million (including $6m asset revaluation) shows we are on the right track. Importantly, the company generated operating cash flow of $23.1 million. Net Debt as at 30 June 2014 was $94.8 million. Net Debt to Equity was 51.9%. Our objective is to reduce net debt to equity to below 40.0%. ALMOND DIVISION The Almond Division generated an EBIT of $40.8 million in FY14 (Underlying EBIT last year $ 36.4 million). Almond kernel volume was 10,500 tonnes (last year 12,669 tonnes) and average almond price was A$8.50/kg (last year A$6.38/kg) based on an average AUD/USD exchange rate of 0.92 (last year 0.93). The financial performance was better than last year, but we still have room to improve our operational execution in the orchard and when processing. The major reasons for the volume shortfall versus last year were the biennial nature of almond yields, unforeseen insect infestation and wet harvest conditions. This has resulted in a 17% reduction in yield and reduced quality. Our experience is consistent with the Australian almond industry. We continued to focus on risk mitigation. During the year we implemented a number of initiatives, including the installation of frost fans and increasing the amount of harvest equipment. In 2015 we are looking to further increase our harvest equipment matrix, run extended shifts during harvest and invest in mechanical drying capability at the processing centre. ORCHARD REPLANTS We continued our replanting program in 2014 by replanting 512 acres (207 Ha). During 2015 we will plant out 1,465 acres (593 Ha) of new areas. Our replant program will continue over the next four years. The trees are being replanted at higher densities/acre than the old orchards, resulting in quicker returns. ACQUISITIONS As the Chairman stated, Select Harvests has continued to actively acquire mature orchards, increasing our volumes and geographic diversity. Geographic diversity being the best way to mitigate the risk of weather and disease. The outlook for the Almond Business is extremely positive based on the continuing strong underlying fundamentals of the global almond industry. Paul Thompson MANAGING DIRECTOR 10 As part of these acquisitions we have acquired 5,465 acres of land (2,213 Ha) suitable for planting almonds. With the positive outlook for the industry we will be looking to develop these farms over the next 3 years subject to securing suitable funding. FOOD DIVISION The Food Division generated an EBIT of $5.6 million (last year $5.5 million). The performance was consistent with last year, despite the loss of significant Retail Brand volume. PACKAGED FOOD BUSINESS Innovation is critical to the success of this business. This year we invested and spent time researching and improving our consumer insights. This understanding has revealed itself in the form of product releases (blends and packaging) – new Sunsol Muesli range, new Lucky Smart Snax range and other additions to the Lucky baking range. A number of key personnel additions were made during the year that will drive the future growth of the business. We have recently appointed new distributors in both Malaysia and Thailand. INDUSTRIAL & TRADING The industrial business has grown considerably through the provision of innovations and greater value add to food processors in our region. This is mainly the result of further expansion into the Asia Pacific region. Our Trading area has successful sourced product for ourselves and other local food manufacturers. This result is a credit to our small and experienced Trading & Industrial team. OPERATIONS We have implemented significant operational and behavioural change over the last year. Customer Service levels in the Packaged Food business have outperformed our targets. Consumer complaints were down 22%. Importantly, despite the loss of the private label business, we maintained the same cost/kg at our Thomastown facility. At the Carina West facility, despite over 50% of the crop being above acceptable moisture levels we have reduced chips and scratches by 20%. Notwithstanding the improved performance in both facilities, we still have significant opportunities to improve both quality and cost. SAFETY/TRAINING & ENVIRONMENT You cannot underestimate the importance of culture and training. This year we have achieved a 72.7% reduction in Lost Time Injuries (LTIs), this was purely the result of increased focus and employee participation. We aspire to zero LTIs. In 2014 the Australian Industry Group undertook a study of our Environment Management plans resulting in an increased focus on waste management and recycling throughout the business. An internal skills reviews was undertaken with many employees participating in several training activities including: Horticulture Certificates, Chemcert, Manual Handling, Equipment Usage, Train the Trainer and Wildlife Management training. HEALTHY EATING – LONG TERM TREND The New England Journal of Medicine (in a study that spans 30 years and 120,000 people) has shown that people who eat a handful of nuts a day, have a 20% lower mortality rate. Select Harvests are exquisitely positioned to assist in this space – we provide a range of healthy, nutritious and tasty products. THE FUTURE Select Harvests is positioned to take advantage in a sustainable, high growth, international industry. We have market leading brands and maturing quality assets. We are experienced at developing and operating almond orchards and are well positioned to capitalize on the ever increasing demand for healthy high protein food, especially almonds. We remain committed to our 7 strategic platforms. • Control critical mass of almonds • Improve yield and crop value • Be best in class supply chain • Invest in Industrial &Trading Division • Turn around Packaged Food business • Fix our systems and process • Engage with our people and stakeholders In 2015 we will continue to grow and improve the business by executing these strategies. I’d like to thank the team at Select Harvests for meeting the many challenges in 2014. Their passion and effort is why we have been able to meet all our stakeholders expectations. I look forward to an exciting year of growth and performance in 2015 for Select Harvests. Paul Thompson MANAGING DIRECTOR 11 SELECT HARVESTS ANNUAL REPORT 2014 Select Harvests has adopted a Community and Charities Contribution policy which aims to provide a level of support for recognised social support, youth and sporting activities. A request for submissions for minor grants was advertised in the Robinvale local newspaper and we received twenty five submissions. An in-house committee reviewed all applications and while not being able to fully fund demand, we were able to provide a level of funding for each submission. Demonstrating our commitment to the local community, Select Harvests for the first time, had a stall at the Robinvale Almond Blossom Festival in August 2013. We are keen to make Select Harvests a workplace of choice, not only for our existing employees, but for those who seek to join us in the future. Our People The management and staff aspire for Select Harvests to be a safe, high achieving business and are working hard to that end. The skills and effort of our people are integral to their individual wellbeing and the growth of the company. The team have embraced significant changes in the business over the last 2 years and have applied consistent effort to improve. Long term structural, cultural and operational foundations have been put in place that will assist Select Harvests in capturing the fantastic growth opportunities presented by our industry and driving sustained improved results for shareholders. The company has a strong focus on safety and training to assist those goals. Select Harvests has a loyal and long serving work force – 2/3 of permanent employees have worked in the business for 5 or more years. Select Harvests values their commitment and now recognises Employee Work Anniversaries as part of that process. In 2014 Select Harvests undertook an employee satisfaction survey in order to better understand what is motivating our employees. The first survey results confirm that our workforce is motivated and engaged. We introduced an Employee Calendar of Events program which has received excellent feedback. Select Harvests joined the Victorian government sponsored ‘Healthy Together Program’ in December. We conducted a Healthy Together survey and incorporated the results into the Select Harvests Employee Calendar, including the Quit Smoking and the Recipe Competition initiatives. We were officially the first workplace in Victoria to reach a major milestone in the Healthy Together Achievement Program. As a significant employer in the Robinvale region, Select Harvests has commenced dialogue with the Robinvale community. We see that there is a need for the company to communicate with those who serve our employees in a region where most of our farms are located. We will continue to develop these relationships within Robinvale and other regions where we have facilities, so that we can strive to better serve our employee base. Long term structural, cultural and operational foundations have been put in place that will assist Select Harvests in capturing the fantastic growth opportunities presented by our industry and driving sustained improved results for shareholders. 12 Occupational Health and Safety (OHS), Risk Management and Sustainability OHS The company has an absolute focus on workplace safety and recognizes that one person injured is one too many. The emphasis on OHS in the workplace continues through the OHS Committee which operates across all Select Harvests sites. Representatives of the committee meet monthly to review policies, procedures and projects and to discuss matters relating to OHS. The focus this year has been on the identification and reporting of near miss accidents, from which key learnings and preventative actions can be developed to mitigate against potential similar incidents in the future Lost Time Injuries (“LTI’s”) across the company were down 72.7% across the business. An Annual Employee Calendar was introduced with a focus on health safety and welfare activities, including: • Chemical Safety • Quit Smoking Initiative • Emergency Procedures & Fire Safety • Appreciation Month & Employee Satisfaction • Health & Wellbeing • Workplace Behaviours • Workplace Cleanliness, Hygiene & 5S • Manual Handling • Hearing & Eye Protection Awareness • Accident/Hazard Reporting • Slips, Trips & Falls • Forklift Safety • Summer Safety RISK MANAGEMENT Select Harvests has a formal risk management process to identify, analyse, assess, manage and monitor risk throughout all parts of the business. The company maintains a risk register which provides a framework and benchmark against which all risks are reported, with a bi-annual report presented to the Board. Each risk is categorized as high, medium or low relative to occurrence probability and business impact and there is clear accountability for mitigation action plans and responsibility. SUSTAINABILITY Select Harvests was recently awarded a $7.5 million grant from the South Australian Government for irrigation upgrades to the recently purchased Allinga Farm at Loxton, SA. These funds will contribute to improving the productivity of these orchards while increasing their sustainability through the more efficient use of water on the trees, which also drops the power costs in the business. We have been trialling screening equipment on some of the farms to sift out sandy soil residue from harvested bulk almonds arising from wet soil sticking to the almonds. By reducing the soil component in the harvested almond sample, it not only assists the economics of the operation through reduced freight costs and minimising the chance of scratching the almonds in transit to the processing facility, but it also keeps valuable top soil on the farms where it belongs and can contribute to future orchard productivity. The company is continually looking for additional ways of becoming more environmentally friendly – we recently tested biodegradable hydraulic fluids to reduce the risk of hydraulic fluid soil contamination in the orchard. With the recent property acquisitions, we have been updating our Wildlife Management Plans and managing and implementing Select Harvests flora and fauna activities within the appropriate government and municipal departments. The Thomastown facility has been involved in supporting the Plenty Food Group’s ‘Beyond Waste’ project to develop a database tool for managers to identify waste in their operations. Thomastown head office and factory participate in a paper and cardboard recycling program. We are investigating the merits of processing the significant volume of hull and shell to power a biomass cogeneration power plant, potentially eliminating the significant power cost of running the Carina West Processing Facility and improving our sustainability footprint. SAFETY 72.7% LOST TIME INJURIES (LTI’S) WERE DOWN 72.7% ACROSS THE BUSINESS The company has an absolute focus on workplace safety and recognizes that one person injured is one too many. 13 SELECT HARVESTS ANNUAL REPORT 2014 Our Executive Team 1 2 3 4 5 Mark Eva (5) General Manager Sales & Marketing – Consumer Products Mark joined Select Harvests in 2012. Mark has strong FMCG experience across branded, private label and commodity products with track record of driving profitable sales growth. He joins Select Harvests from SCA Hygiene where he was the Director of Sales and Marketing, Consumer. He was previously General Manager – Marketing, Sales and Innovation at Bulla Dairy Foods. Paul Chambers (1) Chief Financial Officer and Company Secretary Joined Select Harvests as Chief Financial Officer and Company Secretary in September 2007. He is a Chartered Accountant and has over 25 years experience in senior financial management roles in Australian and European organisations, including corporate positions with the Fosters Group, and Henkel Australia and New Zealand. Bruce van Twest (2) General Manager Operations Bruce joined Select Harvests in 2012. With a deep working knowledge of complex ‘end to end’ supply chains, Bruce has been a highly successful contributor within the executive management teams of large-scale corporates across food production, apparel, industry consumables and suppliers to automotive industries. Prior to joining Select Harvests he was Operations Director at Kraft Foods, CEO of Bizwear & Alert Safety and Director Supply, ANZ at SCA Hygiene Australasia. Peter Ross (3) General Manager Horticulture Peter joined Select Harvests in 1999. Peter held the position of Plant and then Project Manager for the processing area of the Almond Division, before being appointed to the role of General Manager Processing in July 2012. Prior to joining Select Harvests, Peter ran his own maintenance and fabrication business servicing agriculture, mining and heavy industry. Laurence Van Driel (4) General Manager Trading and Industrial Laurence joined Select Harvests in 2000. Laurence has over 20 years’ experience in trading edible nuts and dried fruits. He has a comprehensive knowledge of international trade and deep insights into the trading cultures of the various countries in which these commodities are sold. He has held senior purchasing and sales management positions with internationally recognised companies. 14 Our Board of Directors 1 2 3 4 5 6 Michael Iwaniw (1) Chairman Ross Herron (3) Non-Executive Director Fred Grimwade (5) Non-Executive Director Michael Iwaniw was appointed as Chairman of Select Harvests in November 2011 following a career spanning 40 years in Australian agribusiness. He became Managing Director of the Australian Barley Board (ABB) in 1989, retiring from the role some 20 years later. As Managing Director he led the transition from a statutory authority to a publicly listed company, growing the business into an ASX 100 company with a market capitalisation of A$1.6 billion. Michael has acted as a Non Executive Director of a number of Companies. He is currently Chairman of Australian Grain Technologies and a Non Executive Director of Australian Grain Growers Cooperative. Michael is a member of the Remuneration and Nomination Committee. Paul Thompson (2) Managing Director Paul Thompson joined Select Harvests as Managing Director in July 2012. He is an experienced executive with over 30 years in management. Before joining Select Harvests Paul was President of SCA Hygiene Australasia responsible for a $600 million turnover business across all of its divisions (FMCG, Pharmacy, Industrial/Foodservice & Healthcare) and overseeing leading brands including Sorbent and Handee. Paul is a member of the Australian Institute of Company Directors and has formerly held positions as a Director of the Australian Food & Grocery Council and councilor in the Australian Industry Group. Ross Herron joined the Board on 27 January 2005. A Chartered Accountant, he retired as a Senior Partner of PriceWaterhouseCoopers in December 2002. He was a member of the Coopers & Lybrand (now PriceWaterhouseCoopers) Board of Partners where he was National Deputy Chairman, and Melbourne office Managing Partner and served on several international committees within Coopers & Lybrand. He is Chairman of GUD Holdings Ltd and Royal Automobile Club of Victoria (RACV) Ltd and a non-executive director of a major industry superannuation fund. Ross is Chairman of the Audit and Risk Committee. Michael Carroll (4) Non-Executive Director Michael Carroll joined the Board on 31 March 2009. He works with a range of agribusiness companies in a board and advisory capacity, and has directorships with Queensland Sugar Limited, Sunny Queen Farms, Rural Finance Corporation, Rural Funds Management and Tassal. He has 18 years’ experience in banking and finance, having established and led the Agribusiness division within the National Australia Bank. He has worked for a number of companies in the agricultural sector including Monsanto Agricultural Products and a venture capital biotechnology company. He is Chairman of the Remuneration and Nomination Committee. Fred Grimwade was appointed to the Board on 27 July 2010. Fred is a Principal and Executive Director of Fawkner Capital, a specialist corporate advisory firm, and works with a wide range of companies in a board or advisory capacity. He is Chairman of Fusion Retail Brands Pty Ltd and CPT Global Limited, and is also a director of Australian United Investment Company Ltd, Troy Resources Ltd and XRF Scientific Ltd. He has held general management positions with Colonial Agricultural Company, Colonial Mutual Group, Colonial First State Investments Group, Western Mining Corporation and Goldman Sachs & Co. He is a member of the Audit and Risk Committee and the Remuneration and Nomination Committee. Paul Riordan (6) Non-Executive Director Paul Riordan was appointed to the Board in October 2012. He has worked in various rural enterprises during his career, in Australia and the United States, including small seed production, large-scale sheep and grain organisations, and beef cattle. Paul is a cofounder and Executive Director (Operations) of Boundary Bend Olives, Australia’s largest vertically integrated olive company. Paul has a Diploma of Farm Management from Marcus Oldham Agricultural College, Geelong and has extensive operational and business experience in vertically integrated agribusinesses, including in horticultural operations and risk management. He is a member of the Audit and Risk Committee. 15 SELECT HARVESTS ANNUAL REPORT 2014 Historical Summary SELECT HARVESTS CONSOLIDATED RESULTS FOR YEARS ENDED 30 JUNE 2006 2007 2008 2009 2010 2011 2012 2013 2014 Total sales 217,866 229,498 224,655 248,581 238,376 248,316 246,766 190,918 188,088 Earnings before interest and tax 38,369 40,549 27,120 26,827 26,032 22,612 (2,495) 5,241 41,808 Operating profit/(loss) before tax 37,903 40,014 25,384 23,047 23,603 18,473 (8,743) 198 37,353 26,492 28,098 18,130 16,712 17,253 17,674 (4,469) 2,872 29,007 Net profit after tax Earnings per share (Basic) Return on shareholders’ equity Dividend per ordinary share Dividend franking Dividend payout ratio Financial ratios (cents) (%) (cents) (%) (%) 67.1 26.1 53 100 80.0 71.0 29.4 57 100 80.0 46.7 19.3 45 100 96.7 Net tangible assets per share ($) 1.83 1.57 1.41 Net interest cover Net debt/equity ratio Current asset ratio Balance sheet data as at 30 June (times) 82.30 75.80 15.60 (%) (times) 1.3 1.82 1.7 1.32 49.7 0.87 42.6 16.6 12 100 28.2 1.56 7.10 51.9 0.79 43.3 15.2 21 100 48.5 1.87 10.70 39.6 1.44 33.7 10.5 13 100 38.6 2.17 6.70 43.3 1.96 (7.9) (2.8) 8 100 5.0 1.8 12 100 50.2 15.9 20 55 (101.3) 239.8 39.9 2.19 (0.4) 41.7 1.42 2.14 1.0 49.6 1.61 2.47 9.3 51.8 4.02 Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Net assets Shareholders’ equity Share capital Reserves Retained profits Total shareholders’ equity Other data as at 30 June Fully paid shares Number of shareholders Select Harvests’ share price - close Market capitalisation $’000 (except where indicated) 72,455 70,983 77,014 81,075 83,993 91,228 76,936 123,303 136,639 79,421 89,170 118,934 133,884 145,612 214,352 202,371 180,542 204,600 151,876 160,153 195,948 214,959 229,605 305,580 279,307 303,845 341,239 39,905 53,680 88,162 102,348 58,469 46,454 54,369 76,800 33,988 10,490 10,969 13,715 11,735 57,515 90,311 64,608 67,540 124,481 50,395 64,649 101,877 114,083 115,984 136,765 118,977 144,340 158,469 101,481 95,504 94,071 100,876 113,621 168,815 160,330 159,505 182,770 52,665 41,953 44,375 46,433 47,470 95,066 95,957 97,007 99,750 12,691 11,273 11,235 12,949 11,327 11,201 10,472 9,144 12,190 36,125 42,278 38,461 41,494 54,824 62,548 53,901 53,354 70,830 101,481 95,504 94,071 100,576 113,621 168,815 160,330 159,505 182,770 (000) 39,708 38,739 39,009 39,519 39,779 56,227 56,813 57,463 57,999 3,369 2,953 3,319 3,296 3,039 3,227 3,359 3,065 3,779 ($) 13.02 11.60 6.00 2.16 3.46 1.84 1.30 3.27 5.14 516,998 449,372 234,054 85,361 137,635 103,458 73,857 187,904 298,115 16 Financial Report Contents 18 Directors’ Report 38 Auditor’s Independence Declaration 39 Corporate Governance Statement 46 Income Statement 47 Statement of Comprehensive Income 48 Balance Sheet 49 Statement of Changes in Equity 50 Statement of Cash Flows 51 Notes to the Financial Statements 92 Directors’ Declaration 93 Independent Auditor’s Report to the Members 95 ASX Additional Information 17 SELECT HARVESTS ANNUAL REPORT 2014 NAMES, QUALIFICATIONS, EXPERIENCE AND SPECIAL RESPONSIBILITIES P Thompson (Managing Director & Chief Executive Officer) M Iwaniw, B Sc, Graduate Diploma of Business Management, MAICD (Chairman) Appointed to the board on 27 June 2011 and appointed Chairman on 3 November 2011. He began his career as a chemist with the Australian Barley Board (ABB), became Managing Director in 1989 and retired 20 years later. During these years he accumulated extensive experience in all facets of the company’s operations, including leading the transition from a statutory authority and growing the business from a small base to an ASX 100 listed company. Helped orchestrate the merger of ABB Grain, AusBulk Ltd and United Grower Holdings Limited to form one of Australia’s largest agri-businesses. He has a Bachelor of Science, a graduate diploma in business administration and is a member of the Australian Institute of Company Directors. He is a non executive director of Australian Grain Growers Cooperative and Australian Renewable Fuels. He is a member of the Remuneration and Nomination Committee. Interest in shares: 178,567 fully paid shares. Appointed the Managing Director and Chief Executive Officer (CEO) of Select Harvests Limited on 9 July 2012. Has over 30 years of management experience. Formerly President of SCA Australasia, part of the SCA Group, one of the world’s largest personal care and tissue products manufacturers. He is a member of the Australian Institute of Company Directors and has formerly held positions as a Director of the Food & Grocery Council and councillor in the Australian Industry Group. Interest in Shares: 30,700 fully paid shares. M Carroll, B AgSc, MBA & FAICD (Non-Executive Director) Joined the board on 31 March 2009. He works with a range of agribusiness companies in a board and advisory capacity, and has directorships with Queensland Sugar, Sunny Queen Farms, Rural Finance Corporation, Rural Funds Management and Tassal. He has 18 years experience in banking and finance, having established and led the Agribusiness division at National Australia Bank. He has worked for a number of companies in the agricultural sector including Monsanto Agricultural Products and a venture capital biotechnology company. He is Chairman of the Remuneration and Nomination Committee. Interest in Shares: NIL Directors’ Report The directors present their report together with the financial report of Select Harvests Limited and controlled entities (referred to hereafter as the “Company”) for the year ended 30 June 2014. DIRECTORS The qualifications, experience and special responsibilities of each person who has been a director of Select Harvests Limited at any time during or since the end of the financial year is provided below, together with details of the company secretary as at the year end. Directors were in office for this entire period unless otherwise stated. 18 CORPORATE INFORMATION Nature of operations and principal activities The principal activities during the year of entities within the Company were: • Processing, packaging, marketing and distribution of edible nuts, dried fruits, seeds, and a range of natural health foods, and • The growing, processing and sale of almonds to the food industry from company owned almond orchards, the provision of management services to external owners of almond orchards, including orchard development, tree supply, farm management, land rental and irrigation infrastructure, and the marketing and selling of almonds on behalf of external investors. EMPLOYEES The Company employed 387 full time equivalent employees as at 30 June 2014 (2013: 325 employees). P Riordan (Non-Executive Director) Appointed to the board on 2 October 2012. He has worked in various rural enterprises during his career, in Australia and the United States, including small seed production, large-scale sheep and grain organisations, and beef cattle. He is co-founder and Executive Director (Operations) of Boundary Bend Olives, Australia’s largest vertically integrated olive company. Paul has a Diploma of Farm Management from Marcus Oldham Agriculture College, Geelong and has extensive operational and business experience in vertically integrated agri-businesses. He is a member of the Audit and Risk Committee. Interest in shares: NIL P Chambers, BSc Hons, CA (Chief Financial Officer and Company Secretary) Joined Select Harvests as Chief Financial Officer and Company Secretary in September 2007. He is a Chartered Accountant and has over 25 years experience in senior financial management roles in Australian and European organisations, including corporate positions with the Fosters Group, and Henkel Australia and New Zealand. He is a member of the Australian Institute of Company Directors. Interest in shares: 22,000 fully paid shares. F S Grimwade, B Com, LLB (Hons), MBA, (Non-Executive Director) Appointed to the board on 27 July 2010. Fred is a Principal and Executive Director of Fawkner Capital, a specialist corporate advisory firm, and works with a wide range of companies in a board or advisory capacity. He is Chairman of Fusion Retail Brands Pty Ltd and CPT Global Limited, and is also a director of Australian United Investment Company Ltd, Troy Resources Ltd, and XRF Scientific Ltd. He has held general management positions with Colonial Agricultural Company, Colonial Mutual Group, Colonial First State Investments Group, Western Mining Corporation and Goldman, Sachs & Co. He is a member of the Audit and Risk Committee and the Remuneration and Nomination Committee. Interest in shares: 100,000 fully paid shares. R M Herron, FCA & FAICD (Non-Executive Director) Joined the Board on 27 January 2005. A Chartered Accountant, Mr Herron retired as a Senior Partner of PricewaterhouseCoopers in December 2002. He was a member of the Coopers & Lybrand (now PricewaterhouseCoopers) Board of Partners where he was National Deputy Chairman and was the Melbourne office Managing Partner for six years. He also served on several international committees within Coopers & Lybrand. He is Chairman of Royal Automobile Club Of Victoria (RACV) Ltd, Chairman of GUD Holdings Ltd, and a major industry superannuation fund. He is Chairman of the Audit and Risk Committee. Interest in Shares: 45,326 fully paid shares. 19 SELECT HARVESTS ANNUAL REPORT 2014 Directors’ Report continued OPERATING AND FINANCIAL REVIEW HIGHLIGHTS & KEY DEVELOPMENTS DURING THE YEAR In the financial year ended 30 June 2014 Select Harvests has delivered a record Net Profit After Tax (NPAT) following on from the strong underlying result last year. There has been a focus by the Board, Executive Management, and employees, on the implementation of the Company growth strategy based on projects and initiatives which sit beneath the seven Strategy platforms announced last year. In many aspects, progress is ahead of plan, and further commentary on this is included later in the review. The company is progressing with plans to identify the optimum funding model in support of its growth strategy to increase total almond production, through a combination of on and off balance sheet funding structures. FINANCIAL PERFORMANCE REVIEW Profitability Reported Net Profit After Tax (NPAT) is $29.0 million, which compares to a reported Net Profit After Tax of $2.9 million in 2013. Earnings Before Interest and Taxes (EBIT) is $41.8 million, which compares to an EBIT of $ 5.2 million in 2013. To better understand the underlying performance of the business in comparison to last year, the impact of a number of items is set out in the table below: Results Summary $’000 EBIT ($’000’s) Almond Division (1) Food Division Corporate Costs Operating EBIT Interest Expense Net Profit Before Tax Tax (Expense)/Benefit Net Profit After Tax Earnings Per Share Reported Result (AIFRS) Underlying Result FY14 40,795 5,644 (4,631) 41,808 (4,455) 37,353 (8,346) 29,007 50.2 FY13 3,888 5,450 (4,097) 5,241 (5,043) 198 2,674 2,872 5.0 FY14 40,795 5,644 (4,631) 41,808 (4,455) 37,353 (8,346) 29,007 50.2 FY13 36,393 5,450 (4,097) 37,746 (5,043) 32,703 (9,813) 22,890 40.1 (1) Adjustments between reported and underlying results in FY13 are an impairment write down of $39,908,000 made against the Western Australian almond project, and a discount (gain) of $8,013,000 made on the acquisition of almond orchard assets during the financial year, less transaction costs of $610,000. NPAT of $29.0 million compares to underlying NPAT of $ 22.9 million in 2013, an increase of 27%. EBIT of $41.8 million, compares to underlying EBIT of $37.7 million in 2013, an increase of 11%. There is no difference between the reported results and the underlying results for the current year. Earnings per share (EPS) of 50.2 cents compares to 5.0 cents last year. EPS has increased 25% compared to underlying EPS of 40.1 cents last year. 20 Almond Division Profitability Revenues of $88.1 million, compared to $71.1 million in 2013. The increase in revenues is driven by the increase in sales prices of the 2013 and 2014 almond crop, offsetting reduced revenues from management services from third party almond orchard owners. EBIT is $40.8 million which compares to underlying EBIT of $36.4 million last year. This result is driven by the valuation of the 2014 crop, based on a yield of 10,500 MT and an almond price projection of $8.50/kg and the benefit of the higher yields and almond prices achieved on completion of the processing and selling through the 2013 crop. Costs of production for the 2014 crop have increased primarily as a result of the wet harvest season. The 2013 result included the residual fees earned from the provision of management services to third parties (mainly Olam) which have now curtailed. The result includes a $6.0 million revaluation of almond trees, arising primarily from an increase in the long term almond price. Food Division Profitability Revenues of $117.9 million compare to $133.2 million in 2013, down by 11.5%. EBIT of $5.6 million, compares to $5.5 million in 2013. The reduction in revenues is driven primarily by the loss of private label contracts with major retailers. This is partially offset by increased sales of branded products, and strong sales to industrial food manufacturers, which have increased 24% year on year. The improved sales mix during the year has resulted in a higher EBIT/sales ratio, with this development in line with the planned strategy to improve returns on the Food Division. Interest Expense Interest expense has reduced from $5.0 million in FY13 to $4.5 million in FY14, down by 10%. The interest expense is impacted primarily by the reduction in interest rate relative to average net debt compared to the previous financial year. Balance Sheet Net assets at 30 June 2014 are $182.8 million, compared to $159.5 million last year. Net working capital has increased by 23%. As summarised below, the main increase relates to the value of inventory, which comprises the fair value of the unsold 2014 almond crop, which is significantly higher than at the corresponding period last year. $000’s Trade and other receivables Inventories Trade and other payables Net working capital Cash flow and Net Debt Dividends Net debt at the 30 June 2014 is $94.8 million, with a gearing ratio (net debt/equity) of 52%. Operating cash flow in the financial year is $23.1 million, compared to $4.1 million last year. The improvement is mainly driven by the cash flows derived from the proceeds on selling through the 2013 crop. Investing cash flows of $29.9 million are a result of investment in the acquisition of the almond orchard in South Australia, the tree replant program and enhancements to almond growing and processing facilities, including frost fans and drying equipment. A final unfranked dividend of 9 cents per share has been declared, resulting in a total dividend per share of 20 cents, franked to 11 cents. This compares to a total fully franked dividend of 12 cents per share in FY13. STRATEGY IMPLEMENTATION Significant progress has been made on the implementation of the Company strategy. Set out below is a report on progress against the 7 identified platforms, which have been designed to chart out the growth objectives of the Company. 2014 39,135 83,018 2013 42,142 66,879 (24,052) (29,495) 98,101 79,526 1. To control a critical mass of almonds: this is aligned to ensuring year on year growth in supply to meet the growing global demand for almonds, with a focus on growth through acquisition, brownfield and greenfield development projects, and identifying and securing longer term contracts with third party growers • During the financial year the company continued with the replanting plans for some parts of the older orchards, with plans developed to replant a further 500 acres (202 hectares) in FY15; 21 SELECT HARVESTS ANNUAL REPORT 2014 Directors’ Report continued • On 19 December 2013, the company acquired almond orchards near Loxton in South Australia, for $16.3 million, which included 680 acres (275 hectares) of mature planted acres, plus vacant land suitable for planting of approximately 1000 acres (405 hectares) of new almond orchards, plus equipment and the rights to the proceeds of the 2014 crop. The company has been successful in securing a $7.5 million grant from the South Australian Government in support of investment in new irrigation infrastructures, aligned to the development of this vacant land, in return for commitments to enhance irrigation efficiencies. Plans are being developed to plant out the vacant land by the winter of 2015; • On 31 July 2014 the company settled on the purchase of vacant land at Mendook for $2.0 million, near Euston, Northern Victoria, close to the existing Company operations, of which 1,600 acres (648 hectares) is suitable for a greenfield almond development project; • On 22 August 2014, the Company signed a contract to acquire the Amaroo business, near Renmark, South Australia for $52.3 million. The business comprises 2,046 acres (828 hectares) of mature almond orchards, 760 acres (308 hectares) of citrus orchards, 1,500 acres (607 hectares) of vacant land suitable for planting of new almond orchard developments, and 6,215 mega litres of high security water rights. 22 The settlement of this purchase is planned for early September 2014. The Company has entered into a lease with a third party to operate the Citrus orchards; 3. • On 22 August 2014, the Company entered into a contract to acquire the Grewal almond orchards near Lake Culluleraine, Northern Victoria, for $8.5 million. The almond orchards comprise 435 acres (176 hectares) of planted almond orchards, and 1,365 acres (553 hectares) of land available for planting out new almond orchard developments; 2. To improve yield and crop 4. value: the actions are focussed on perfecting on farm and farm to factory practises, including benchmarking and implementing best practise horticulture and water management activities, investing in orchard replant programs, research and development into new varieties, and training and development of employees; • During the year 367 acres (148 hectares) of existing almond orchards were removed with a plan to replant older non performing orchards with new varieties and densities, to optimise future production capacity; • During the year, the benchmarking of orchard performance continued, with reference to peers within Australia, and through visits to California, to ensure leading industry practices are being applied; • The Company continued to invest in technology to improve farming and harvest efficiency and protect product quality by installing further frost fans and increasing the harvest matrix. Implement best in class supply chain: Develop a manufacturing and supply chain footprint which optimises geographical location, efficiency and cost, maximises quality and customer service, whilst ensuring an economically and environmentally sustainable use of by-product; • Plans are in development to further integrate and streamline the supply chain and target savings in energy costs through co-generation technology. Invest in the industrial and trading business: Leverage the competencies and capacity to supply almonds and other nut ingredients to export and domestic markets, including food manufacturing channels, through investment in capability and marketing. • The growth of the industrial business, through the supply of processed almond to ingredient manufacturers, continues to remain strong, with growth in both domestic and export markets. 5. Turnaround Food Division: Focus on growing brand values by investing in insights, innovation and product development, brand image and awareness, and improve position and scope in new channels and markets, such as food service, health, and export markets, with an absolute focus on margin management and return on investment. • During the year this part of the business continued on its path to improve the margin mix and economic returns. Revenues have declined, through the 6. exiting of lower margin business, offset by the improved sales and margins in the branded business; • Investment in organisation capability, and New Product development has continued; • New Sunsol Muesli and Lucky Smart Snax ranges and additions to the Lucky Baking nuts range have been released into the market. • New distributors have been appointed in the Malaysia and Thailand markets. Improve our systems and processes: Develop internal business systems and structures to enable a more integrated based business focus, aligning all activities and functions around effective sales and operations planning, IT systems, policies and procedures, including risk management and environmental sustainability • Through the One Select program, a range of initiatives have been established to support a single integrated platform around which all parts of the business can be aligned. This includes the formal adoption of a Risk Management framework, and common OH and S, and HR policies. A new IT manager has been appointed to focus on the enhancements of the Company IT and Communications platforms and a move towards common business systems. 7. Engage with our people and stakeholders: Ensure maintenance of a safe working culture and environment; drive a culture of transparency, cooperation and accountability across the business; improve engagement with investors, shareholders, government and industry bodies; and develop our human capital plan for high performance and orderly succession. • The focus on Safety has continued. This is specifically referred to in the section below; • Employee communication and performance management processes have been further enhanced with the roll out of Employee newsletters, commencement of an intranet site, and more robust performance measurement systems; • External communications have been a focus, with the roll out of the new website, investor tours to the Company core operations, and engagement with the investment community; • The Company now has 8 analysts covering the Select Harvests stock. CORPORATE SOCIAL RESPONSIBILITY Occupational Health & Safety At 30 June 2014, Select employed 387 people compared to 325 at the end of the previous year. Employment levels during the year peak at higher levels due to the requirement for seasonal labour. The emphasis on Occupational Health and Safety in the workplace continues through the Occupational Health and Safety Committee which operates across all Select Harvests sites. Representatives of the Committee meet monthly to review policies, procedures and projects, and to discuss key matters relating to Occupational Health and Safety. The focus this year has been on the identification and reporting of near miss accidents, from which key learnings and preventative actions can be developed to mitigate against potential similar incidents in the future. The following reductions were achieved: Nº of Incidents/Accidents Nº of Nil Lost Time Nº of Lost Time Variation between 2012/13 and 2013/14 Company –31.8% –20.9% –72.7% Food Division –21.2% –2.1% –72.2% Almond Division –40.2% –34.3% –73.3% An annual Employee Calendar was introduced with a focus on health safety and welfare activities. Select Harvests was presented with an award by the City of Whittlesea for its employee health, safety welfare programs. Each month the Board receives a comprehensive set of reports on Occupational Health and Safety, including details of all incidents which have resulted in lost time and medically treated injuries. 23 SELECT HARVESTS ANNUAL REPORT 2014 Directors’ Report continued Sustainability and Environment RISK MANAGEMENT OUTLOOK Select Harvests is committed to being a responsive, ethical company, which contributes favourably to the environment in which it operates, ensuring its practises are communicated openly and transparently to all stakeholders, including shareholders, customers, suppliers, employees and regulatory bodies. The Sustainability and the Environment policies and related procedures have undergone a review throughout all parts of the business, leveraging existing practises and identifying new opportunities. Specific focus areas included: Select Harvests has a formal risk management process is in place to identify, analyse, assess, manage and monitor risks throughout all parts of the business. Integral to this process is the Company’s risk register, which provides a framework and benchmark against which risks are reported on at different levels in the business, with a biannual report presented to the Board. The key categories of risks included in the Risk Register are: • Financial Risks (including funding capacity, interest rates, foreign exchange, asset guardianship, investment commitments); 1. Efficiency in water usage; • Horticultural Risks (including climatic, 2. Energy efficiency and greenhouse gas emissions; 3. Recycling of production by-product, including maximising the environmental and economic use of almond hull through investigation of renewal energy, animal feed stock and fertilizer applications; 4. Benchmarking of farm practises to ensure yield outputs are maximised against efficient application of inputs: 5. Update the Wildlife Management Plan for each State the company operates in. The Australian Industry Group has conducted environment audits for the Thomastown and Carina West Processing facilities to assist the company to identify opportunities for improvement. The business recognises that sustainability is an area for renewed focus, and the emphasis over the coming year will be to continue to identify, measure and quantify the benefits. 24 disease, water management, pollination, and quality); • Processing and manufacturing Risks (including product quality, fire, utilities supply, major equipment failure); • Market Risks (including quality, ability to meet supply, customer concentration, pricing); • Trading Risks (including import and export product quality, commodity price risk); • Regulatory and Compliance Risk (including compliance to quality standards, Corporate Governance). • Human Resources Risk (including Occupational Health and Safety, retention of key management and personnel). Each risk is categorised as high, medium and low, relative to probability of the risk occurring, and business impact, with clear accountability for risk mitigation action plans and responsibility across the business. Risk Policies provide for an appropriate level of escalation and reporting of material risks both on a routine and ad hoc basis, depending on the nature of the risks involved. The outlook for Select Harvests remains positive as the fundamentals underpinning the global almond industry remain very compelling. Demand for almonds continues to grow domestically and internationally and remains on track to outstrip supply. Developments in California, which remains in the midst of a severe drought, are likely to put pressure on yields and operating costs, indicating that supply will remain constrained and pricing firm in the outlook period. Select Harvests is well placed to take advantage of the positive industry fundamentals and will continue to invest in growing its productive capacity through acquisition and greenfield orchard development. Benchmarking on yield and productivity will remain an absolute focus for our horticulture team as we strive to identify and deliver best practise and high economic returns, while mitigating the risks noted above. The horticultural program for the 2015 crop is well underway, with the pollination and water management plan fully funded. The focus on maximising the sale of the Western Australian assets will continue into the new financial year. There is further upside potential from driving efficiency across the Food Division and further aligning all business units across the value chain, with a focus on brand value and new markets, including Asia. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS There have been no significant changes in the state of affairs of the Company. NON IFRS FINANCIAL INFORMATION The non IFRS financial information included within this Directors’ Report has not been audited or reviewed in accordance with Australian Auditing Standards. Non IFRS financial information includes underlying EBIT, underlying result, underlying NPAT, underlying earnings per share, net interest expense, net debt, net working capital and adjustments to reconcile from reported results to underlying results. ENVIRONMENTAL REGULATION AND PERFORMANCE The Company’s operations are subject to environmental regulations under laws of the Commonwealth or of a State or Territory. Details of the Company’s performance in relation to such environmental regulations follow: The Company holds licences issued by the Environmental Protection Authority which specify limits for discharges to the environment which are the result of the Company’s operations. These licences regulate the management of discharge to the air and stormwater runoff associated with the operations. There have been no significant known breaches of the Company’s licence conditions. The Company takes its environmental responsibilities seriously, has a good record in environmental management to date, and adheres to environmental plans that preserve the habitat of native species. Almond developments have had a positive environmental impact. The change in land use and the increase in food source have seen a rejuvenation of remnant native vegetation and an increase in the wildlife population, in particular bird species. The company has committed funding to the monitoring of Regent parrot populations around our orchards and the effectiveness of protecting native vegetation corridors in preserving wildlife. SIGNIFICANT EVENTS AFTER THE BALANCE DATE On 31 July 2014, the company settled on the purchase of vacant land at Mendook for $2.0 million, near Euston, Northern Victoria, close to the existing Company operations, of which 1,600 acres (648 hectares) is suitable for a greenfield almond development project. On 22 August 2014, the Company signed a contract to acquire the Amaroo business, near Renmark, South Australia for $52.3 million. The business comprises 2,046 acres (828 hectares) of mature almond orchards, 760 acres (308 hectares) of citrus orchards, 1,500 acres (607 hectares) of vacant land suitable for planting of new almond orchard developments, and 6,215 mega litres of high security water rights. The settlement of this purchase is planned for early September, 2014. The Company has entered into a lease with a third party to operate the Citrus orchards. On 22 August 2014, the Company entered into a contract to acquire the Grewal almond orchards near Lake Culluleraine, Northern Victoria, for $8.5 million. The almond orchards comprise 435 acres (176 hectares) of planted almond orchards, and 1,365 acres (553 hectares) of land available for planting out new almond orchard developments. On 22 August 2014, the Company secured $50,000,000 additional debt equally from National Australia Bank and Rabobank to finance the above purchases. On 25 August 2014, the Directors declared a final unfranked dividend of 9 cents per share payable on 15 October 2014 to shareholders on the register on 3 September 2014. 25 SELECT HARVESTS ANNUAL REPORT 2014 Directors’ Report continued REMUNERATION REPORT The directors present the 2014 Remuneration Report which sets out remuneration information for the Company’s non-executive directors, executive directors and other key management personnel. For the purposes of this report, key management personnel are members of the Executive Management team who have the authority and responsibility for planning, directing and controlling the activities of the Company. They include all Directors of the Board, executive and non-executive. 1. OVERVIEW OF REMUNERATION ARRANGEMENTS Remuneration strategy The objective of the Group’s executive reward framework is to set remuneration levels to attract and retain appropriately qualified and experienced directors and senior executives. The framework aligns executive reward with achievement of specific business plans and performance indicators, which include occupational health and safety, financial and operational targets relevant to performance at the consolidated entity level, divisional level, or functional level, as applicable, for the financial year. Remuneration packages include a mix of fixed remuneration, performance based remuneration and equity based remuneration. Executive directors and key management personnel may receive short and long term incentives. The Remuneration Committee makes recommendations to the Board on remuneration packages and other terms of employment for executive and non-executive directors. The Remuneration Committee may obtain independent advice on the appropriateness of remuneration packages, given trends in the marketplace. The Group has structured an executive reward framework that is market competitive, performance driven and compliant with the Group’s reward strategy. Non-executive directors’ remuneration Non-executive directors receive fees (including statutory superannuation) but do not receive any performance related remuneration nor are they issued options or performance rights on securities. This reflects the responsibilities and the Group’s demands of directors. Non-executive directors’ fees are periodically reviewed by the Board to ensure that they are continually appropriate and in line with market expectations. The current aggregate fee limit of $580,000 was approved by shareholders at the 27 October 2010 Annual General Meeting. For the reporting period the total amount paid to non-executive directors was $469,481. The remuneration is a base fee with the Chair of the Board and each of the Committees receiving additional amounts commensurate with their responsibilities. The current directors’ fees are as follows: Base Fees (including superannuation) Chairman Other non-executive directors $150,000 $75,172 Additional Fees (including superannuation) Chair of the Audit and Risk Committee $10,524 Chair of the Remuneration Committee $8,269 Executive remuneration Executive remuneration has three components: 1. Base salary and benefits; 2. Short term performance incentives; and 3. Long term incentives. An overview of these remuneration arrangements is included in the table below. Table 1: Overview of Executive Remuneration Arrangements Fixed Remuneration Base salary and benefits Consists of cash salary, superannuation and non cash benefits, in the form of salary sacrifice arrangements such as motor vehicles and certain private expense reimbursements. Reviewed annually with reference to salary market requirements and Company objectives. There are no guaranteed base pay increases in any executives’ contracts. 26 Table 1: Overview of Executive Remuneration Arrangements (continued) Variable Remuneration Short term incentives (STI) % of Fixed Remuneration CEO 40% Executives 40% Purpose Term Instrument Performance conditions* Reward achievement of annual business objectives 1 year Cash • It is a condition of any STI payment that certain requirements are met that ensure a safe working environment • 40% Financial (achievement of NPAT targets) • 40% Project goals (achievement of individual project goals as established in annual performance plan) • 20% Values and Challenges (Safety objectives achieved, Company values displayed and response to challenge) Why these were chosen To incentivise successful and sustainable financial outcomes, annual business objectives that drive the achievement of long term business objectives, continuous safety improvement and behaviour consistent with Company values and objectives. Long term incentives (LTI) 133% 30% Purpose Term Reward achievement of long term sustainable business objectives and value creation for shareholders 3 years, vesting proportionately Instrument Performance rights Performance conditions* • Continuing service • 50% Earnings per share (EPS) growth targets (average growth of the Company’s EPS over the three years prior to vesting) • 50% Total shareholder return (TSR) targets (Company’s average TSR compared to the TSR of a peer group of ASX listed companies over the three years prior to vesting) The performance targets and vesting proportions are as follows: Measure EPS Below 5% growth 5% growth 5.1% – 6.9% growth 7% or higher growth TSR Below the 60th percentile** 60th percentile** 61st – 74th percentile** At or above 75th percentile** Proportion of Rights to Vest Nil 25% Pro rata vesting 50% Nil 25% Pro rata vesting 50% Why these were chosen EPS represents a strong measure of overall business performance. TSR provides a shareholder perspective of the Company’s relative performance against comparable companies. * The Remuneration Committee is responsible for assessing whether the targets are met. Financial performance conditions are determined on an underlying results basis. ** Of the peer group of ASX listed companies 27 SELECT HARVESTS ANNUAL REPORT 2014 Directors’ Report continued REMUNERATION REPORT continued 2. COMPANY PERFORMANCE The following section provides an overview of the Company’s performance and its link to remuneration outcomes. Table 2: Performance of Select Harvests Limited The overall level of executive reward takes into account the performance of the consolidated entity over a number of years, with greater emphasis given to the current year. Net profit after tax ($ million) Basic EPS (cents) Basic EPS Growth Dividend per share (cents) Opening share price 1 July ($) Change in share price ($) Closing share price 30 June ($) TSR % p.a.*** 2014 29,007 50.2 904% 20.0 3.27 1.87 5.14 63% 2013* 2,872 5.0 163% 12.0 1.30 1.97 3.27 161% 2012** 2011 2010 (4,469) 17,674 17,253 (7.9) (123%) 8.0 1.84 (0.54) 1.30 (25%) 33.7 (22%) 13.0 1.50 0.34 1.84 31% 43.3 2% 21.0 2.16 (0.66) 1.50 (21%) Includes $27.9 million of post tax net asset write downs and $9.1 million discount on acquisition Includes $17.4 million of post tax net asset write downs * ** *** TSR is calculated as the change in share price for the year plus dividends announced for the year, divided by opening share price Short Term Incentive (STI) Details of the range of potential STI cash payments, actual payments made and the amounts forfeited by the CEO and executive team in relation to the 2014 financial year are shown in Table 3 below. The actual outcomes are based on performance against the conditions outlined in Table 1. Table 3: 2014 STI STI Range (of TFR) $ % Achieved % Forfeited 2014 STI Payment Executive Director P Thompson Executives P Chambers M Eva P Ross L Van Driel B Van Twest 0%-40% of TFR 0%-40% of TFR 0%-40% of TFR 0%-40% of TFR 0%-40% of TFR 0%-40% of TFR 165,000 98,578 73,440 73,750 88,500 73,988 75 75 60 63 73 57 25 25 40 37 27 43 The STI is usually paid in September following determination of the STI entitlement, so the above amounts are those in relation to the 2014 financial year performance year, which will be paid in the 2015 financial year. The STI program is also available to a select group of other key senior managers within the business. 28 Long Term Incentive (LTI) The 2014 financial year is the first time performance rights may vest for some of the current issues of performance rights. Vesting will be based on performance against the hurdles over the three years prior to vesting. The following illustrates the Company’s performance against the metrics in the LTI plan. Table 4: LTI Performance Conditions and Current Indicative Outcomes EPS Growth Basic EPS (cents) Basic EPS Growth Underlying EPS* (cents) Underlying EPS* Growth 3 Year Compound Average EPS Growth 3 Year Compound Average EPS Growth target 5% – 7% * Underlying EPS is basic EPS adjusted for the impact of the following: 2014 50.2 904% 50.2 25% 44% 2013 5.0 163% 40.1 139% 2012 (7.9) (123%) 16.8 (50%) In FY12, a non cash impairment write down of $4.9 million was made against plant, property and equipment; 1. 2. In FY12, an impairment write down of $20.0 million was made against the Western Australian almond project. A gain of $4.0 million was realised on the sales of permanent water rights. In FY13, an impairment write down of $39.9 million was made against the Western Australian almond project. A discount (gain) of $8.0 million was made on the acquisition of almond orchard assets during the financial year. 3. In FY12, one off costs of $1.3 million for restructure and corporate costs were accounted for. 4. The tax impact of items 1 – 3, along with research and development tax credits impacted year on year tax expense. Relative TSR Performance 3 Year Average TSR Ranking 2014 71.43 percentile 3 Year Average TSR Ranking target 60th – 75th percentile * TSR ranking relative to ASX Consumer Staples index, excluding alcohol and tobacco products companies. 3. DETAILS OF REMUNERATION Details of the remuneration of the directors and the key management personnel of Select Harvests Limited and the consolidated entity are set out in the following tables. It should be noted that performance rights granted referred to in the remuneration details set out in this report comprise a proportion of rights which have not yet vested and are reflective of rights that may or may not vest in future years. 29 SELECT HARVESTS ANNUAL REPORT 2014 Directors’ Report continued REMUNERATION REPORT continued Table 5: 2013 and 2014 Remuneration ANNUAL REMUNERATION LONG TERM REMUNERATION Short Term Incentives $ Non Cash Benefits $ Base Fee $ Super- annuation Contri- butions $ Long Service Leave Accrued $ Perform- ance Rights Granted $ Termina- tion Benefits $ Non Executive Directors M Iwaniw M Carroll F Grimwade R M Herron P Riordan 2014 2013 2014 2013 2014 2013 2014 2013 2014 2013* 150,000 145,568 76,376 73,639 68,807 66,300 78,440 75,474 68,807 49,725 – – – – – – – – – – – – – – – – – – – – – – 7,065 6,628 6,365 5,967 7,256 6,793 6,365 4,475 Executive Director P Thompson 2014 2013** 498,012 401,010 165,000 149,400 34,213 24,739 17,775 16,470 – – – – – – – – – – – – Total $ 150,000 145,568 83,441 80,267 75,172 72,267 85,696 82,267 75,172 54,200 – – – – – – – – – – – – – – – – – – – – 425,107 210,362 – 1,140,107 801,981 – 98,578 99,287 73,440 60,579 73,750 91,520 88,500 87,040 73,988 86,474 – – – – 6,021 21,585 11,292 8,936 6,021 – – – – – – 19,256 26,041 19,056 17,085 18,858 23,615 25,155 23,359 17,558 13,951 – 12,476 7,149 – – 5,049 6,007 8,546 33,024 – – – – 86,140 32,150 88,870 12,569 80,344 29,987 12,155 6,575 177,717 15,600 – – – – – – 96,198 13,351 – – – – – – – – – – – – – – – – – 522,245 501,426 458,505 280,071 450,177 407,507 579,957 392,115 491,969 343,414 – 99,053 – 123,666 201,462 Other key management personnel P Chambers M Eva P Ross L Van Driel B Van Twest M Graham 2014 2013 2014 2013 + 2014 2013 2014 2013 2014 2013 ++ 2014 303,704 289,339 265,847 180,902 271,204 262,385 276,430 259,541 304,225 229,638 – 2013 +++ 79,428 T Millen 2014 – 2013 ++++ 66,740 * Commenced 2 October 2012 ** Commenced 9 July 2012 + Commenced 24 October 2012 ++ Commenced 24 September 2012 +++ Resigned 31 October 2012 ++++ Resigned 26 October 2012 30 Notes The elements of remuneration have been determined on the basis of the cost to the consolidated entity. Performance rights granted have been valued using the Black-Scholes option pricing model, which takes account of factors such as the exercise price of the rights, the current level and volatility of the underlying share price and the time to maturity of the rights. The amount shown here is an accounting expense and reflects the value as determined using this model. The value is expensed over the vesting period of the rights. Fixed and Variable Remuneration Table 6 details the proportion of fixed and variable remuneration earned by directors and key management personnel during the 2013 and 2014 financial years. Table 6: Fixed and Variable Remuneration Non Executive Directors M Iwaniw M Carroll F Grimwade R M Herron P Riordan Executive Director P Thompson Other key management personnel P Chambers M Eva P Ross L Van Driel B Van Twest M Graham T Millen Fixed Remuneration At risk – STI At risk – LTI 2014 % 2013 % 2014 % 2013 % 2014 % 2013 % 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 – – – – – – – – – – – – – – – – – – – – 48.2 55.1 14.5 18.6 37.3 26.2 64.6 64.6 65.8 54.1 65.4 – – 73.8 73.9 70.1 73.8 70.9 100.0 100.0 18.9 16.0 16.4 15.3 15.0 – – 19.8 21.6 22.5 22.2 25.2 – – 16.5 19.4 17.8 30.6 19.6 – – 6.4 4.5 7.4 4.0 3.9 – – 31 SELECT HARVESTS ANNUAL REPORT 2014 Directors’ Report continued REMUNERATION REPORT continued Performance Rights Table 7 details awards of performance rights granted to executives under the LTI Plan that are still in progress. Table 7: Performance Rights affecting Remuneration Grant Year Vesting Conditions Performance/ Vesting Period Participating Executives 2012 • EPS growth 30 June 2014 P Chambers* 30 June 2015 P Ross* 30 June 2016 • Relative TSR performance to peer group • Continuous service 2013 • EPS growth 30 June 2014 L Van Driel** 30 June 2015 30 June 2016 • Relative TSR performance to peer group • Continuous service Performance Achieved % Vested 30 June 2014 rights achieved 100% of EPS condition rights and 88.1% of TSR condition rights 100% of 30 June 2014 rights N/A other periods Other periods to be determined. 30 June 2014 rights achieved 100% of EPS condition rights and 88.1% of TSR condition rights 100% of 30 June 2014 rights N/A other periods. Other periods to be determined • EPS growth 30 June 2015 P Thompson To be determined N/A 30 June 2016 M Eva** 30 June 2017 B Van Twest** • Relative TSR performance to peer group • Continuous service * Granted 29 June 2012 ** Granted 30 April 2013 The current LTI Plan provides for the offer of a parcel of performance rights with a three year expiry period to participating employees. The rights vest annually in three tranches on achievement of the performance hurdles. Performance rights are granted under the plan for no consideration. The plan rules contain a restriction on removing the ‘at risk’ aspect of the instruments granted to executives. Plan participants may not enter into any transaction designed to remove the ‘at risk’ aspect of an instrument before it vests. 32 Table 8: Grants of Performance Rights The following table details the grants of performance rights available to the Managing Director and CEO and executive team. Rights to deferred shares Name P Thompson P Chambers M Eva P Ross L Van Driel B Van Twest Year Granted Number Granted Value per right * Vested % Vested Number Forfeited % Financial years in which rights may vest Max. Value yet to vest * 2013 2013 2013 2012 2012 2012 2013 2013 2013 2012 2012 2012 2013 2013 2013 2013 2013 2013 300,000 300,000 300,000 57,960 57,960 57,960 52,687 60,000 60,000 54,060 54,060 54,060 50,600 50,600 50,600 60,000 60,000 60,000 $2.26 $2.26 $2.26 $1.08 $1.15 $1.20 $2.26 $2.26 $2.26 $1.08 $1.15 $1.20 $2.25 $2.26 $2.26 $2.26 $2.26 $2.26 0% 0% 0% 0 0 0 0 0 0 30-Jun-15 $676,861 30-Jun-16 $677,815 30-Jun-17 $678,136 100% 54,511 3,449 30-Jun-14 $0 0% 0% 0% 0% 0% 0 0 0 0 0 0 0 0 0 0 30-Jun-15 $66,601 30-Jun-16 $69,486 30-Jun-15 $118,874 30-Jun-16 $135,563 30-Jun-17 $135,627 100% 50,843 3,217 30-Jun-14 $0 0% 0% 0 0 0 0 30-Jun-15 $62,119 30-Jun-16 $64,810 100% 47,589 3,011 30-Jun-14 $0 0% 0% 0% 0% 0% 0 0 0 0 0 0 0 0 0 0 30-Jun-15 $114,164 30-Jun-16 $114,325 30-Jun-15 $135,372 30-Jun-16 $135,563 30-Jun-17 $135,627 * This represents the maximum value of the performance rights as at their grant date as valued using the option pricing model. The minimum possible total value of the rights is nil if the applicable vesting conditions are not met. 33 SELECT HARVESTS ANNUAL REPORT 2014 Directors’ Report continued REMUNERATION REPORT continued Table 9: Details of Performance Rights Granted, Vested and Exercised The following table illustrates the movements in performance rights granted to the Managing Director and CEO and executive team during the period. 2014 Executive Director P Thompson Other key management personnel P Chambers M Eva P Ross L Van Driel B Van Twest Number Opening Balance Granted during the year Vested during the year Forfeited during the year Closing Balance 900,000 173,880 172,687 162,180 151,800 180,000 – – – – – – – – 900,000 54,511 3,449 – 50,843 47,589 – 3,217 3,011 – 115,920 172,687 108,120 101,200 180,000 All vested rights are exercisable at the end of the year. Table 10: Number of shares held by directors and key management personnel The movement during the financial year in the number of ordinary shares of the company held, directly or indirectly, by each director and key management personnel, including their personally related entities, is as follows: 2014 Held at 1 July 2013 Directors – Non-executive Received on exercise of performance rights Other – DRP, sales & purchases Held at 30 June 2014 162,262 43,673 – 100,000 – 20,000 22,000 – – – – – – – – – – – – – – – 16,305 1,653 – – – 178,567 45,326 – 100,000 – 10,700 30,700 – – – – – 22,000 – – – – M Iwaniw R M Herron M Carroll F Grimwade P Riordan Directors – Executive P Thompson Key Management Personnel P Chambers P Ross M Eva L Van Driel B Van Twest 34 4. SERVICE AGREEMENTS On appointment to the Board, all non-executive directors enter into a service agreement with the company in the form of a letter of appointment. The letter summarises the Board policies and terms, including compensation, relevant to the office of director. Remuneration and other terms of employment for the managing director, chief financial officer and other key management personnel are also formalised in service agreements. Each of these agreements provide for performance related cash bonuses. The major provisions of the agreements are set out below. Name Title Notice Period Base Salary incl. Super- annuation Term P Thompson Managing Director & Chief Executive Officer P Chambers Chief Financial Officer & Company Secretary On-going 6 months On-going 3 months General Manager Sales & Marketing – Consumer Products On-going 3 months 550,000 327,500 306,000 295,000 302,000 322,000 On-going 3 months On-going 3 months On-going 3 months M Eva P Ross General Manager Horticulture L Van Driel General Manager Trading & Industrial B Van Twest General Manager Operations Base salaries quoted are for the year ended 30 June 2014. They are reviewed annually by the Remuneration Committee, however the review for the 30 June 2015 year is yet to be completed. Other than the notice periods noted above there are no specific termination benefits applicable to the service agreements. 5. USE OF REMUNERATION CONSULTANTS No remuneration consultants were used during the year. 35 SELECT HARVESTS ANNUAL REPORT 2014 Directors’ Report continued DIVIDENDS Interim fully franked dividend for 2014 on ordinary shares Final unfranked dividend declared for 2014 on ordinary shares Cents 11.0 9.0 2014 $’000 6,360 5,220 INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS During the year the Company entered into 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. The terms of the contract do not permit disclosure of the premium paid. Officers indemnified include the Company Secretary, all directors, and executive officers participating in the management of the Company and its controlled entities. COMMITTEE MEMBERSHIP During or since the end of the financial year, the company had an Audit and Risk Committee and a Remuneration and 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 and Risk R M Herron (Chairman) F Grimwade P Riordan DIRECTORS’ MEETINGS Remuneration and Nomination M Carroll (Chairman) M Iwaniw F Grimwade The number of meetings of directors (including meetings of committees of directors) held during the financial year and the number of meetings attended by each director was as follows: Directors’ Meetings Audit and Risk Remuneration and Nomination Meetings of Committees Number Eligible to Attend Number Attended Number Eligible to Attend Number Attended Number Eligible to Attend Number Attended 12 12 12 12 12 12 12 12 10 12 12 12 – – 4 – 4 4 – – 4 – 4 3 4 – – 4 3 – 4 – – 4 3 – M Iwaniw P Thompson R M Herron M Carroll F Grimwade P Riordan 36 DIRECTOR’S INTERESTS IN CONTRACTS Directors’ interests in contracts are disclosed in Note 32 to the financial statements. AUDITOR’S INDEPENDENCE DECLARATION A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 38. NON-AUDIT SERVICES Non-audit services are approved by resolution of the Audit and Risk Committee and approval is provided in writing to the board of directors. Non-audit services provided by the auditors of the Company during the year are detailed in Note 31. The directors are satisfied that the provision of the non-audit services during the year by the auditor is compatible with the general standard of independence for auditors imposed by Corporations Act 2001 as non-audit services are reviewed by the Audit and Risk Committee to ensure they do not impact the impartiality and objectivity of the auditor. ROUNDING 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 ASX principles of corporate governance. The Company’s corporate governance statement is contained in detail in the corporate governance section of this annual report. This report is made in accordance with a resolution of the directors. M Iwaniw Chairman Melbourne, 25 August 2014 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. PROCEEDINGS ON BEHALF OF THE COMPANY The company is involved in legal proceedings in the Supreme Court of Victoria instituted by Almas Almonds, relating to the provision of orchard management services commencing in 2006. The hearing of the proceeding is presently scheduled for February 2015. Almas Almonds is claiming damages totalling $9,010,879 plus interest and costs, of which $8,262,764 relates to claimed loss of future income for the period 2014 to 2029. Select Harvests denies any liability in relation to the claim and is vigorously defending it, and as a result no provision has been recognised in relation to the claim. There are no other material legal proceedings in place on behalf of the company as at the date of this report. 37 SELECT HARVESTS ANNUAL REPORT 2014 Auditor’s Independence Declaration 38 Corporate Governance Statement This statement outlines the key corporate governance practices of the Company which considers the ASX Principles of Good Corporate Governance and Best Practice Recommendations issued by the ASX Corporate Governance Council. During the reporting period, the company has been compliant with the ASX Guidelines. These principles are: Principle 1 – Lay solid foundations for management and oversight Principle 2 – Structure the board to add value Principle 3 – Promote ethical and responsible decision making Principle 4 – Safeguard integrity in financial reporting Principle 5 – Make timely and balanced disclosure Principle 6 – Respect the right of shareholders Principle 7 – Recognise and manage risk Principle 8 – Remunerate fairly and responsibly The statements set out below refer to the above Principles as applicable. BOARD OF DIRECTORS AND ITS COMMITTEES The role of the Board and Board Processes set out below are with reference to Principle 1, Lay solid foundations for management and oversight. Role of the Board The Board of Directors of Select Harvests Limited is responsible for the overall corporate governance of the Company. 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. Details of the Board’s charter are located on the company’s website. The Board seeks to identify the expectations of the shareholders, as well as other regulatory and ethical expectations and obligations. In addition, the Board is responsible for ensuring that management’s objectives and activities are aligned with the expectations and risks identified by the Board and ensuring arrangements are in place to adequately manage those risks. To ensure that the Board is well equipped to carry out its responsibilities it has established guidelines for the nomination and selection of Directors and for the operation of the Board. A number of channels are used to source candidates to ensure the company benefits from a diverse range of individuals during the selection process. The Board has delegated responsibility for the operation and administration of the company to the Managing Director and the Executive Management team. The Board ensures that this team is appropriately qualified and experienced to carry out its responsibilities and has in place procedures to assess the performance of the Managing Director and the Executive Management team. Board Processes To assist in the execution of its responsibilities, the Board established a Remuneration Committee, and an Audit and Risk Committee. These Committees have written charters, which are reviewed on a regular basis and are located on the company’s website. The Board has also established a framework for the management of the Company. The full Board holds twelve 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. Submissions are circulated in advance. 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. Set out below, Director Education, Independent Advice and Access to Company Information and Composition of the Board make reference to Principle 2, Structure the board to add value. Director Education The Company has a process to educate new Directors about the nature of the business, current issues, the corporate strategy, and the expectations of the Company concerning performance of Directors. Directors also have the opportunity to visit the facilities of the Company and to meet with management to gain a better understanding of business operations. Directors are able to access continuing education opportunities to update and enhance their skills and knowledge. 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 Company’s expense. Composition of the Board The names of the Directors of the company in office at the date of this report are set out in the Directors’ report. 39 SELECT HARVESTS ANNUAL REPORT 2014 Corporate Governance Statement continued The composition of the Board is determined in accordance with the following ASX principles: issued by the Australian Securities Exchange and other regulatory bodies. • The Board should comprise at least four Directors; • The Board should maintain a majority of independent non-executive Directors; • The Chairperson must be a non-executive director; and The duties and responsibilities of the Committee are to review and recommend to the Board: • Executive remuneration and incentive policies • The remuneration structure and packages for directors. • The Board should comprise • The remuneration packages of senior management. • The company’s recruitment, retention, and termination policies and procedures for senior management. • Executive Incentive Schemes • Superannuation arrangements. of each financial year. The Chairman of the Audit Committee reviews the performance of the Chairman of the Board in the same period. The performance of each Board member is reviewed against the Board charter and any specific objectives agreed and set by the Board for the Company. The Committee 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. Directors with an appropriate range of qualifications, skills and experience. The Board assesses the independence of each Director in light of interests known to the Board, as well as those disclosed by each Director. REMUNERATION The statements set out below in relation to Remuneration, the Remuneration Committee and Remuneration Policies are with reference to Principle 8, Remunerate fairly and responsibly. Remuneration and Nomination Committee The main objectives of the Remuneration and Nomination Committee are to: 1) Ensure that the board’s responsibilities in relation to compensation of the company’s directors and executives are fulfilled. 2) Recommend parameters for the setting and approval of remuneration, STIP and LTIP for company executives and any incentive scheme for other employees. • The preparation of the remuneration report for the company’s Annual Report. The members of the Remuneration and Nomination Committee are disclosed in the Directors’ Report. • The application of ASX, government and related agencies’ human resource and remuneration standards and related reporting requirements. The Managing Director is invited to Remuneration and Nomination Committee meetings as required to discuss senior executives’ performance and remuneration packages. • Board composition recommendations. • Provide to the Board, nomination/s for any Board or Remuneration and Nomination Committee vacancy. • Non-Executive Director fees that are in the form of cash, superannuation contributions or other forms as approved by the Board. • The Non-Executive Director fee cap as recommended to the Board for AGM endorsement. • Non-Executive Directors skill alignment to company needs. The Remuneration and Nomination Committee meets twice a year or as required. The Committee met four times during the financial year and the Committee members’ attendance record is disclosed in the table of Directors’ meetings. Further details of the Remuneration and Nomination Committee’s charter are available on the company’s website. Remuneration Policies Remuneration levels are set to attract and retain appropriately qualified and experienced Directors and senior executives. The Remuneration Committee may obtain independent advice on the appropriateness of remuneration packages, given trends in the marketplace. Remuneration packages include a mix of fixed 3) Ensure that the composition of the • Review the Board’s performance Board of Directors is appropriate for the purpose of fulfilling its responsibilities to shareholders in accordance with the law and current governing guidelines against its charter. The Chairman of the Board evaluates the performance of each Board member annually in the last quarter 40 remuneration, performance based remuneration, and equity based remuneration. Executive Directors and senior executives may receive short term incentives based on achievement of specific business plans and performance indicators, which include financial and operational targets relevant to performance at the consolidated entity level, divisional level, or functional level, as applicable, for the financial year. In addition, the consolidated entity offers executive Directors and senior executives participation in the long-term incentive scheme involving the issue of performance rights to the employee under the executive long term incentive plan. The plan provides for the offer of a parcel of performance rights to participating employees on an annual basis, with a three-year expiry period, exercisable at the market price. The performance rights are granted each year and vest over three years on achievement of the performance hurdles. Non-executive directors do not receive any performance related remuneration. Set out below are statements in relation to the Audit and Risk Committee and Risk Management, with reference to Principle 7, Recognise and Manage Risk, and Principle 4, Safeguard integrity in Financial Reporting. Audit and Risk Committee The Audit and Risk Committee has a documented charter, approved by the Board. All members of the Committee are non-executive directors with a majority being independent, and the Chairman of the Audit and Risk Committee is not the Chairman of the Board of Directors. The members of the Audit and Risk Committee during the financial year are disclosed in the Directors’ Report. The external auditors, the Managing Director and Chief Financial Officer are invited to Audit and Risk 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 Committee met four times during the year and the Committee members’ attendance record is disclosed in the table of Directors’ meetings. The Managing Director and the Chief Financial Officer have provided a statement in writing to the Board that the Company’s financial reports for the year ended 30 June 2014 present a true and fair view, in all material respects, of the Company’s financial condition and operational results and are in accordance with the relevant accounting standards. This statement is required annually. Further details of the Audit and Risk Committee’s charter are available on the Company’s website. The duties and responsibilities of the Audit and Risk Committee include: • Recommending to the Board the appointment of the external auditors; • Recommending to the Board the fee payable to the external auditors; • Reviewing the audit plan and performance of the external auditors; • Determining that no management restrictions are being placed upon the external auditors; • Evaluating the adequacy and effectiveness of the reporting and accounting controls of the company through active communication with operating management and the external auditors; • Reviewing all financial reports to shareholders and/or the public prior to their release; • Evaluating systems of internal control; • Monitoring the standard of corporate conduct in areas such as arms-length dealings and likely conflicts of interest; • Requiring reports from management and the external auditors on any significant regulatory, accounting or reporting development to assess potential financial reporting interest; • Reviewing and approving all significant company accounting policy changes; • Reviewing the company’s taxation position; • Reviewing the annual financial statements with the Chief Financial Officer and the external auditors, and recommending acceptance to the Board; • Evaluating the adequacy and effectiveness of the company’s risk management policies and procedures including insurance; and • Directing any special projects or investigations deemed necessary by the Board or by the Committee. The Audit and Risk Committee is committed to ensuring that it carries out its functions in an effective manner. Accordingly, it reviews its charter at least once in each financial year and the company’s risk register has been established in accordance with ISO standards. RISK MANAGEMENT The Board oversees the Company’s risk management system. The Company’s areas of focus in respect of risk management practices include, but are not limited to, product safety, occupational health and safety, environment, property, financial reporting and internal control. The Board is responsible for the overall risk management and internal control framework, but recognises that no cost-effective risk management and 41 SELECT HARVESTS ANNUAL REPORT 2014 Corporate Governance Statement continued internal control system will preclude all errors and irregularities. The Board has the following procedures in place to monitor performance and to identify areas of concern: • Strategic planning: The Board reviews and approves the strategic plan that encompasses the Company’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 Company; • Risk management framework: The Company’s risk management framework provides a mandate and commitment to risk management, includes the Company’s policy that sets out the Company’s risk objectives and intentions, embeds risk management within business processes, defines accountabilities and responsibilities, outlines a risk reporting schedule and provides mechanisms for monitoring and continuous improvement; • Financial reporting: The Board reviews actual results against budgets approved by the Directors and revised forecasts prepared during the year; • Functional reporting: Key areas subject to regular or periodical reporting to the Board include, but are not limited to, operational, treasury (including foreign exchange), environmental, occupational health & safety, insurance, and legal matters; • 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; and • Investment appraisal: Guidelines for capital expenditure include annual budgets, appraisal and review procedures, due diligence requirements where businesses are being acquired or divested. The Managing Director and Chief Financial Officer have provided a statement in writing to the Board that the declaration made in respect of the Company’s financial reports is founded on a system of risk management and internal compliance and control which reflects the policies adopted to date by the Board, and that the Company’s risk management and internal control and compliance system is operating effectively in all material respects based on the criteria for effective internal control established by the Board. The statements set out below on Ethical standards, Conflict of Interest and Dealings in Company Shares are with reference to Principle 3, Promote ethical and responsible decision making. 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 Company. These standards are reflected in the company’s code of conduct. Diversity Select Harvests has a highly stable and diverse workforce of approximately 220 permanent employees. The company is also a major provider of seasonal casual employment within its horticultural and food processing functions. In recognition of the company’s responsibilities to the diverse ethnic, gender, age and cultural/religious mix within its workforce, the company has established, and annually reviews its Diversity Policy. The policy is available on the company’s internet website (under Governance). The Diversity Policy is supported by a range of related policies, including: • Recruitment Policy, • Workplace Fair Treatment Policy, • Equal Employment Opportunity, Harassment and Bullying Policy; and • Select Harvests Code of Conduct. 42 2013/2014 Performance and 2014/2015 Objectives Objective Communicate the company’s core values 2013/14 Measurable action 2013/2014 Progress New Company Values Statement to be developed and communicated The company has developed a Code of Conduct which reflects the organization’s values. 2014/15 Measurable action Induct all new employees on the company’s values. Increased focus on gender participation and distribution across the company Recruit, develop and retain females across the company Review and re-communicate the Diversity policy. Review Recruitment Policy & Procedures Build a flexibility workplace Review flexibility of Employment Terms and Conditions The policy was communicated to all employees and is available on the company’s intranet and internet sites. 2014 Workplace Gender Return and the 2014 Employee Satisfaction Survey did not raise any diversity issues. A review of the employment and related conditions has occurred. These include: Recruitment Policy, Fair Treatment Policy, Equal Opportunity Harassment and Bullying Policy. We have reviewed and re-issued all employees General Conditions of Employment contracts. Where possible we have accommodated alternate work options. Flexibility terms are included in the company’s enterprise agreements. Remuneration and Nomination Committee include Diversity Review on its annual work plan. All interview panels will have at least one female member. Establish CEO/MD Diversity Committee Regular and accurate reporting of gender diversity Board Reports to provide greater insight on diversity Diversity is included in the monthly Board Report. Remuneration and Nomination Committee annual review of gender targets. In accordance with the federal Gender Equality Act, Select Harvests submits an annual report to the Workplace Gender Equality Authority (WGEA). The 2014 report reflected: • A 4% increase in the level of female participation at senior to middle management level roles in the year, with a corresponding decline in male participation. • Females comprise 20% of senior to middle management level roles. • Females comprise 30% of non-managerial roles. No females are represented on the Board of Management or the senior executive team. Future Direction: The company is cognisant of its responsibilities under the various State and Federal age, gender, physical, ethnic, cultural, religious and related discrimination legislations and will continue to ensure that its policies and procedures remain compliant with these. The organisation supports diversity through: • Flexibility provisions in its enterprise agreements • Flexible work arrangement opportunity for any employees • Recruitment is open, fair and unbiased • Providing that at least one female interview panel member participates in any employment interview panel 43 SELECT HARVESTS ANNUAL REPORT 2014 Corporate Governance Statement continued • The Company has nominated the Company Secretary to ensure compliance with the Company’s continuous disclosure requirements, and overseeing and co-ordinating disclosure of information to the ASX; • Information is posted on the Company’s website immediately after ASX confirms an announcement has been made to ensure that the information is made available to the widest audience. The Company’s website is 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 Company’s strategy and goals. It is the policy of the Company and the policy of the auditor for the lead engagement partner to be present at the Annual General Meeting to answer any questions about the conduct of the audit and the preparation and content of the auditor’s report; and • Occasional letters from the Chairman and Managing Director may be utilised to provide shareholders with key matters of interest. Dealings in Company Shares Directors and senior management are prohibited from dealing in Company shares except within a four week trading window that commences 48 hours after the release of the Company’s results at year end and half year 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. The statement below in relation to Communication with Shareholders is with reference to Principle 5, Make timely and balanced disclosures and Principle 6, Respect the right of shareholders. Communication with Shareholders The Board of Directors aims to ensure that shareholders are informed of all major developments affecting the Company’s state of affairs. Information is communicated to shareholders 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 Company 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 Company 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; • Conduct of an annual performance review program which encourages both the individual and manager to consider development opportunities • Review of annual pay parities for men and women. Select Harvests will continue to apply fair and open recruitment processes, flexible work and leave arrangements, career and personal development, employee support arrangements and related measures to attract and retain skilled employees. The Remuneration and Nomination Committee believes that the following targets for gender diversity are achievable by 2018: Current Female % Target 2018 % WGEA Category Board and Senior Executive Senior Managers Other Managers Non Managerial Roles Conflict of Interest 0% 30% 28% 40% 21% 30% 30% 40% 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 when 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. 44 Annual Financial Report Contents 46 Income Statement 47 Statement of Comprehensive Income 48 Balance Sheet 49 Statement of Changes in Equity 50 Statement of Cash Flows 51 Notes to the Financial Statements 92 Directors’ Declaration 93 Independent Auditor’s Report to the Members 95 ASX Additional Information This financial report covers the Group consisting of Select Harvests Limited and its subsidiaries. The financial report is presented in the Australian currency. Select Harvests Limited is a company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is: Select Harvests Limited 360 Settlement Road Thomastown Vic 3074 A description of the nature of the Company’s operations and its principal activities is included in the review of operations and activities and in the directors’ report, both of which are not part of this financial report. The financial report was authorised for issue by the directors on 25 August 2014. The company has the power to amend and reissue the financial report. Through the use of the internet, we have ensured that our corporate reporting is timely, complete, and available globally at minimum cost to the company. All financial reports and other information are available on our website: www.selectharvests.com.au. 45 SELECT HARVESTS ANNUAL REPORT 2014 Income Statement FOR THE YEAR ENDED 30 JUNE 2014 Revenue Sales of goods and services Other revenue Total revenue Other income Biological asset fair value adjustment Total other income Expenses Cost of sales Distribution expenses Marketing expenses Occupancy expenses Administrative expenses Finance costs Write down of biological assets – Western Australian orchards Impairment of property, plant and equipment Other expenses Profit/(Loss) before income tax and discount on acquisition Discount on acquisition of assets Discount on acquisition of crop Total discount on acquisition Profit Before Income Tax Income tax benefit/(expense) Profit Attributable to Members of Select Harvests Limited Earnings per share for profit attributable to the ordinary equity holders of the company: Basic earnings per share (cents per share) Diluted earnings per share (cents per share) The above income statement should be read in conjunction with the accompanying Notes. Notes 4 4 CONSOLIDATED 2014 $’000 2013 $’000 188,088 190,918 163 210 188,251 191,128 8,503 8,503 20,190 20,190 5 (139,641) (156,664) (4,797) (668) (1,289) (4,781) (4,512) – – (3,795) 37,271 82 – 82 37,353 (8,346) 29,007 50.2 48.8 (6,688) (795) (1,296) (4,413) (5,141) (26,147) (13,760) (5,335) (8,921) 8,013 1,106 9,119 198 2,674 2,872 5.0 5.0 5 5 5 7 6 26(c) 30 30 46 Statement of Comprehensive Income FOR THE YEAR ENDED 30 JUNE 2014 Profit for the year Other comprehensive income/(expense) Items that may be reclassified to profit or loss Changes in fair value of cash flow hedges, net of tax Other comprehensive income/(expense) for the year Total Comprehensive Income Attributable to Members of Select Harvests Limited Notes CONSOLIDATED 2014 $’000 29,007 2013 $’000 2,872 2,092 2,092 (1,642) (1,642) 31,099 1,230 The above statement of comprehensive income should be read in conjunction with the accompanying Notes. 47 SELECT HARVESTS ANNUAL REPORT 2014 Balance Sheet AS AT 30 JUNE 2014 Current Assets Cash and cash equivalents Trade and other receivables Inventories Derivative financial instruments Other assets Assets held for sale Total Current Assets Non Current Assets Other assets Property, plant and equipment Biological assets – almond trees Intangible assets Total Non Current Assets Total Assets Current Liabilities Trade and other payables Interest bearing liabilities Derivative financial instruments Provisions Total Current Liabilities Non Current Liabilities Interest bearing liabilities Deferred tax liabilities Provisions Total Non Current Liabilities Total Liabilities Net Assets Equity Contributed equity Reserves Retained profits Total Equity The above balance sheet should be read in conjunction with the accompanying Notes. 48 CONSOLIDATED Notes 2014 $’000 2013 $’000 9 10 11 12 13 14 15 16 17 18 19 20 12 21 22 23 24 25 26 26 6,312 39,135 83,018 542 2,632 8,939 42,142 66,879 343 – 131,639 118,303 5,000 5,000 136,639 123,303 583 85,625 81,229 37,163 204,600 341,239 22,693 8,299 532 2,464 814 75,032 68,415 36,281 180,542 303,845 29,495 40,873 3,321 3,111 33,988 76,800 92,777 29,709 1,995 124,481 158,469 182,770 99,750 12,190 70,830 47,250 19,579 711 67,540 144,340 159,505 97,007 9,144 53,354 182,770 159,505 Statement of Changes in Equity CONSOLIDATED Balance at 30 June 2012 Profit for the year Other comprehensive expense Total comprehensive profit/(expense) for the year Transactions with equity holders in their capacity as equity holders: Contributions of equity, net of transaction costs and deferred tax Dividends paid or provided Employee performance rights Balance at 30 June 2013 Profit for the year Other comprehensive income Total comprehensive profit for the year Transactions with equity holders in their capacity as equity holders: Contributions of equity, net of transaction costs and deferred tax Dividends paid or provided Employee performance rights Balance at 30 June 2014 Contributed Equity Notes Reserves Retained Earnings 95,957 10,472 – (1,642) 53,901 2,872 – – – – (1,642) 2,872 1,230 Total 160,330 2,872 (1,642) 25 8 26 25 8 26 1,050 – – 97,007 – – 314 9,144 – (3,419) – 1,050 (3,419) 314 53,354 159,505 – – – – 29,007 2,092 2,092 – 29,007 29,007 2,092 31,099 2,743 – – – – 954 – 2,743 (11,531) (11,531) – 954 99,750 12,190 70,830 182,770 The above statement of changes in equity should be read in conjunction with the accompanying Notes. 49 SELECT HARVESTS ANNUAL REPORT 2014 Statement of Cash Flows FOR THE YEAR ENDED 30 JUNE 2014 Cash Flows from Operating Activities Receipts from customers (inclusive of goods and services tax) Payments to suppliers and employees (inclusive of goods and services tax) CONSOLIDATED Notes 2014 $’000 2013 $’000 195,161 191,781 (167,398) (183,520) 27,763 8,261 Interest received Interest paid Income tax received 210 (4,910) – Net Cash Inflow from Operating Activities 27 23,063 Cash Flows from Investing Activities Proceeds from sale of water rights Proceeds from sale of property, plant and equipment Payment for water rights Payment for property, plant and equipment Acquisition of almond orchards Acquisition of land – deposit paid Tree development costs – 527 (3,515) (8,584) 7 (16,601) (215) (1,467) 98 (5,160) 852 4,051 2,339 592 (98) (3,995) (6,313) – (6,457) Net Cash Outflow from Investing Activities (29,855) (13,932) Cash Flows from Financing Activities Proceeds from borrowings Repayments of borrowings Dividends payment on ordinary shares, net of DRP Net Cash Inflow from financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Cash and cash equivalents at the end of the financial year 9(a) The above cash flow statement should be read in conjunction with the accompanying Notes. 69,527 (57,000) (8,788) 3,739 (3,053) 7,066 4,013 19,250 – (2,369) 16,881 7,000 66 7,066 50 Notes to the Financial Statements 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial statements are for the Company consisting of Select Harvests Limited and its subsidiaries. (A) BASIS OF PREPARATION This general purpose financial report has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations and the Corporations Act 2001. Select Harvests Limited is a for profit entity for the purpose of preparing the financial statements. Compliance with IFRS The consolidated financial statements of the Select Harvests Limited group comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Historical cost convention These financial statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets, financial assets and liabilities (including derivative instruments) at fair value through the income statement, biological assets, and certain classes of property, plant and equipment. Critical accounting estimates The preparation of financial statements in conformity with AIFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher level of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3. (B) PRINCIPLES OF CONSOLIDATION (i) Subsidiaries Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases. The acquisition method of accounting is used to account for business combinations by the group (refer to note 1(y)). Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. (ii) Associates Associates are all entities over which the group has significant influence but not control or joint control. This is generally the case where the group holds between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting (see (iv) below), after initially being recognised at cost. (iii) Joint arrangements Under AASB 11 Joint Arrangements investments in joint arrangements are classified as either joint operations or joint ventures. The classification depends on the contractual rights and obligations of each investor, rather than the legal structure of the joint arrangement. Joint operations Select Harvests Limited recognises its direct right to the assets, liabilities, revenues and expenses of joint operations and its share of any jointly held or incurred assets, liabilities, revenues and expenses. These have been incorporated in the financial statements under the appropriate headings. Joint ventures Interests in joint ventures are accounted for using the equity method (see (iv) below), after initially being recognised at cost in the consolidated balance sheet. (iv) Equity method Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the group’s share of the post-acquisition profits or losses of the investee in profit or loss, and the group’s share of movements in other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates and joint ventures are recognised as a reduction in the carrying amount of the investment. When the group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured 51 SELECT HARVESTS ANNUAL REPORT 2014 Notes to the Financial Statements continued 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued (iv) Equity method continued long-term receivables, the group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity. Unrealised gains on transactions between the group and its associates and joint ventures are eliminated to the extent of the group’s interest in these entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity accounted investees have been changed where necessary to ensure consistency with the policies adopted by the group. The group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognised in a separate reserve within equity attributable to owners of Select Harvests Limited. (v) Changes in ownership interests When the group ceases to have control, joint control or significant influence, any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognised in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as 52 if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss. If the ownership interest in a joint venture or an associate is reduced but joint control or significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate. (C) FOREIGN CURRENCY TRANSLATION (i) Functional and presentation currency Items included in the financial statements of each entity comprising the Company are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in Australian dollars, which is the functional and presentation currency of Select Harvests Limited. (ii) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when deferred in equity as qualifying cash flow hedges. (D) REVENUE RECOGNITION Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns, trade allowances, and amounts collected on behalf of third parties. Revenue is recognised to the extent that it is probable that the economic benefits will flow to the entity, the revenue can be reliably measured, and the risks and rewards have passed to the buyer. The following specific recognition criteria must also be met before revenue is recognised: Sale of Goods Risk and reward for the goods has passed to the buyer. Interest Interest income is recognised using the effective interest method. When a receivable is impaired, the group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loans is recognised using the original effective interest rate. Dividends Dividends are recognised as revenue when the right to receive payment is established. Almond Pool Revenue Under contractual arrangements, the group acts as an agent for external growers by simultaneously acquiring and selling the almonds and therefore, does not make a margin on those sales. These amounts are not included in the group’s revenue. As at 30 June 2014 the group 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). (E) CASH AND CASH EQUIVALENTS For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, money market investments readily convertible to cash within two working days, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet. (F) TRADE RECEIVABLES Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. See Note 10(b) for further information about the group’s accounting for trade receivables and Note 1(m) for a description of the group’s impairment policies. (G) INVENTORIES Inventories are valued at the lower of cost and net realisable value except for almond stocks which are measured at fair value less estimated cost to sell at the point of harvest, and subsequently at Net Realisable Value under AASB 102 Inventories. 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; and • Almond stocks are valued in accordance with AASB 141 Agriculture 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. • Other inventories comprise consumable stocks of chemicals, fertilisers and packaging materials. (H) DERIVATIVES Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The Company designates derivatives as either; (1) hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedge); or (2) hedges of highly probable forecast transactions (cash flow hedges). The Company documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Company also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged items. (i) Fair value hedge Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. (ii) Cash flow hedge The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in equity in the cash flow hedge reserve. The gain or loss relating to the ineffective portion is recognised immediately in the income statement. Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item will affect profit or loss (for instance when the forecast sale that is hedged takes place). However, when the forecast transaction that is hedged results in the recognition of a non financial asset (for example, inventory) or a non financial liability, the gains and losses previously deferred in equity are transferred from equity and included in the measurement of the initial cost or carrying amount of the asset or liability. When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement. (I) PROPERTY, PLANT AND EQUIPMENT Cost and valuation All classes of property, plant and equipment are measured at historical cost less accumulated depreciation. The carrying amount of property, 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 53 SELECT HARVESTS ANNUAL REPORT 2014 Notes to the Financial Statements continued 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued (I) PROPERTY, PLANT AND EQUIPMENT continued Cost and valuation continued net cash flows which will be received from the assets’ employment and subsequent disposal. The expected net cash flows have been discounted to present values in determining recoverable amounts. Depreciation The depreciable amount of all fixed assets including buildings and capitalised leased assets, but excluding freehold land water rights 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: Buildings: 25 to 40 years Leasehold improvements: 5 to 40 years Plant and equipment: 5 to 20 years Leased plant and equipment: 5 to 10 years Irrigation systems: 10 to 40 years Capital works in progress Capital works in progress are valued at cost and relate to costs incurred for owned orchards and other assets under development. (J) 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. 54 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 over the term of the lease. Finance leases Leases which effectively transfer substantially all the risks and benefits incidental to ownership of the leased item to the Company 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 income statement. 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. (K) BIOLOGICAL ASSETS Almond trees Almond trees are classified as a biological asset and valued in accordance with AASB 141 Agriculture. Almond trees are measured at fair value using a discounted cash flow methodology in accordance with AASB 141. The fair value measurement of the biological assets is a level 3 measurement, as defined by the AASB 13 Fair Value Measurement fair value hierarchy, as one or more of the significant inputs is not based on observable market data. The discounted cash flows incorporate the following factors: • Almond trees have an estimated 30 year economic life, with crop yields consistent with long term almond industry yield rates; • Selling prices are based on expected future costs; • Growing, processing and selling costs are based on long term average levels; • Temporary water costs are based on long term average market prices where assets have no permanent water rights attached; • Cash flows are discounted at a pre tax rate, that takes into account the cost of capital plus a suitable risk factor; and • An appropriate rental charge is included to represent the use of the developed land on which the trees are planted. Nursery trees are grown by the Company for sale to external almond orchard owners and for use in almond orchards owned by the Company. Nursery trees are carried at fair value. Growing almond crop The growing almond crop is valued in accordance with AASB 141 Agriculture. 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 an orchard in a new area where there is no previous experience of commercial almond production are accumulated for the first three years of that orchard. Once the fair value of this orchard becomes reliably measurable, the orchard is measured in accordance with the almond trees policy noted above. Biological asset fair value adjustment The biological asset fair value adjustment in the income statement includes current changes to the fair value of the almond trees, including the current year unwinding of the discount on future cash flows, the fair value change for the current year growing almond crop and the fair value component of cost of sales. (L) INTANGIBLES Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the Company’s share of the net identifiable assets of the acquired subsidiary/business at the date of acquisition. Goodwill is not amortised. Instead, goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less any accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill is allocated to cash-generating units for the purpose of impairment testing. Brand names Brand names are measured at cost. Directors are of the view that brand names have an indefinite life. Brand names are therefore not depreciated. Instead, brand names are tested for impairment annually or more frequently if events or changes in circumstances indicate that they might be impaired, and are carried at cost less any accumulated impairment losses. Permanent water rights Permanent water rights are recorded at historical cost. Such rights have an indefinite life, and are not depreciated. As an integral component of the land and irrigation infrastructure required to grow almonds, the carrying value is tested annually for impairment. If events or changes in circumstances indicate impairment, the carrying value is adjusted to take account of any impairment losses. (M) IMPAIRMENT OF ASSETS Goodwill and other Intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). (N) INCOME TAX The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the national income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses. Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity. (i) Investment allowances and similar tax incentives Companies within the group may be entitled to claim special tax deductions for investments in qualifying assets or in relation to qualifying expenditure (eg the Research and Development Tax Incentive regime in Australia or other 55 SELECT HARVESTS ANNUAL REPORT 2014 Notes to the Financial Statements continued 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued (N) INCOME TAX continued (i) Investment allowances and similar tax incentives continued investment allowances). The group accounts for such allowances as tax credits, which means that the allowance reduces income tax payable and current tax expense. A deferred tax asset is recognised for unclaimed tax credits that are carried forward. (ii) 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. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet. Cash flows are included in the cash flow statement 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. 56 (O) TRADE AND OTHER PAYABLES These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid. These amounts are unsecured and are usually paid within 30 days of recognition. (P) EMPLOYEE BENEFITS (i) Short-term obligations: Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liability for annual leave is recognised in the provision for employee benefits. All other short-term employee benefit obligations are presented as payables. (ii) Other long-term benefit obligations The liability for long service leave and annual leave which is not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the end of the reporting period on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Contributions are made by the Company to an employee superannuation fund and are charged as expenses when incurred. Share-based payments Share-based compensation benefits are provided to employees via the Select Harvests Limited Long Term Incentive Plan (LTIP). Information relating to this scheme is set out in Note 35. The fair value of performance rights granted under the Select Harvests Limited LTIP is recognised as an employee benefit expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the employees become unconditionally entitled to the performance rights. The fair value at grant date is independently determined using a Black Scholes option pricing model that takes into account the term of the right, the vesting and performance criteria, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the right. The fair value of the performance rights granted is adjusted to reflect market vesting conditions, but excludes the impact of any non market vesting conditions (for example, profitability and sales growth targets). Non market vesting conditions are included in assumptions about the number of rights that are expected to vest. At each balance sheet date, the entity revises its estimate of the number of rights that are expected to vest. The employee benefit expense recognised each period takes into account the most recent estimate. The impact of the revision to original estimates, if any, is recognised in the income statement with a corresponding adjustment to equity. (Q) FINANCIAL INSTRUMENTS Financial Assets Collectability of trade receivables is reviewed on an ongoing basis. 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, and where there is objective evidence of impairment, debts which are known to be non collectible are written off immediately. 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. Financial Liabilities The bank overdraft disclosed within interest bearing liabilities is carried at the principal amount and is part of the Net Cash balance in the Statement of Cash Flows. Interest is charged as an expense as it accrues. Liabilities are recognised for amounts to be paid in the future for goods and services received, whether or not billed to the Company. Finance lease liabilities are accounted for in accordance with AASB 117 Leases. (R) FAIR VALUE ESTIMATION The fair value of certain financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. The fair value of financial instruments traded in active markets, such as foreign exchange hedge contracts and the interest rate swap, are based on quoted market prices at the balance sheet date. The quoted market price used for financial assets held by the Company is the current bid price; the appropriate quoted market price for financial liabilities is the current ask price. The nominal value less estimated credit adjustments of trade receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Company for similar instruments. (S) BORROWINGS Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the income statement over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates. Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period. (T) BORROWING COSTS Borrowing costs incurred for the construction of any qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use. All other borrowing costs, inclusive of all facility fees, bank charges, and interest, are expensed as incurred. (U) PROVISIONS Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount has been reliably estimated. (V) CONTRIBUTED EQUITY Ordinary shares are classified as equity. The value of new shares or options issued is shown in equity. (W) EARNINGS PER SHARE (i) Basic Earnings Per Share Basic earnings per share are calculated by dividing the profit attributable to equity holders of the company by the weighted average number of ordinary shares outstanding during the financial year. (ii) Diluted Earnings Per Share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive ordinary shares, and the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares. 57 SELECT HARVESTS ANNUAL REPORT 2014 Notes to the Financial Statements continued consistency with the international equivalent standard. Following the release of the revised Corporates Regulations, all of the detailed disclosures are required to be included in the remuneration report for financial years commencing on or after 1 July 2013. Certain new accounting standards and interpretations have been published that are not mandatory for the 30 June 2014 reporting period. The Company’s assessment of the impact of these new standards and interpretations is set out below. (ii) IAS 16 Property, Plant and Equipment and IAS 41 Agriculture (effective from 1 January 2017) Excludes bearer plants from the scope of IAS 41 and includes them in the scope of IAS 16, so they are accounted for as property, plant and equipment rather than agricultural assets. Almond trees fall within the definition of bearer plants and therefore under the revised standards the Company will be able to elect to value the trees on a cost or fair value basis. Accounting for the growing crop will not change as this remains within the scope of IAS 41. The revised standards are not applicable until 1 January 2016 but are available for early adoption. The Company is yet to fully assess the impact of the changes and has not yet decided when to adopt the revised standards. 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued (X) SEGMENT REPORTING Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer (Y) BUSINESS COMBINATIONS The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the group. The consideration transferred also includes the fair value of any asset or liability resulting from a contingent consideration arrangement and the fair value of any pre-existing equity interest in the subsidiary. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net identifiable assets. The excess of the consideration transferred the amount of any non-controlling interest in the acquire and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the group’s share of the net identifiable assets acquired is recorded as 58 goodwill. If those amounts are less than the fair value of the net identifiable assets of the subsidiary acquired and the measurement of all amounts has been reviewed, the difference is recognised directly in the income statement as a discount on acquisition. Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions. Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value with changes in fair value recognised in profit or loss. (Z) NEW AND AMENDED ACCOUNTING STANDARDS New standards and amendments to standards that are mandatory for the first time for the financial year beginning 1 July 2013 have not affected any of the amounts recognised in the current period or any prior period and are not likely to affect future periods. The following has impacted the disclosures made in the financial report: (i) AASB 2011-4 Amendments to Australian Accounting Standards to remove individual Key Management Personnel Disclosure Requirements, Revised Corporations Regulations 2M.3.03 (effective from 1 July 2013) Removes the individual key management personnel disclosure requirements from AASB 124 Related Party Disclosures, to achieve (iii) AASB 9 Financial Instruments, AASB 2009-11 Amendments to Australian Accounting Standards arising from AASB 9 and AASB 2010-7 Amendments to Australian Accounting Standards arising from AASB 9 (December 2010) (effective from 1 January 2017) AASB 9 Financial Instruments addresses the classification and measurement of financial assets and is likely to affect the company’s accounting for its financial assets. The standard is not applicable until 1 January 2017 but is available for early adoption. The Company is yet to assess its full impact and has not yet decided when to adopt AASB 9. (AA) COMPARATIVES Where necessary, comparatives have been reclassified and repositioned for consistency with current year disclosures. (AB) ROUNDING AMOUNTS The company is of a kind referred to in Class Order 98/100, issued by the Australian Securities & Investments Commission, relation 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. (AC) PARENT ENTITY FINANCIAL INFORMATION The financial information for the parent entity, Select Harvests Limited, disclosed in Note 37 has been prepared on the same basis as the consolidated financial statements, except as set out below. (i) Investments in subsidiaries and associates Investments in subsidiaries and associates are accounted for at cost in the financial statements of Select Harvests Limited. (ii) Tax consolidation legislation Select Harvests Limited and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation. The head entity, Select Harvests Limited, and the controlled entities in the tax consolidated group account for their own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax consolidated group continues to be a standalone taxpayer in its own right. In addition to its own current and deferred tax amounts, Select Harvests Limited also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the tax consolidated group. The entities have also entered into a tax funding agreement under which the wholly-owned entities fully compensate Select Harvests Limited for any current tax payable assumed and are compensated by Select Harvests Limited for any current tax receivable and deferred tax assets relating to unused tax losses or unused tax credits that are transferred to Select Harvests Limited under the tax consolidation legislation. The funding amounts are determined by reference to the amounts recognised in the wholly-owned entities’ financial statements. The amounts receivable/payable under the tax funding agreement are due upon receipt of the funding advice from the head entity, which is issued as soon as practicable after the end of each financial year. The head entity may also require payment of interim funding amounts to assist with its obligations to pay tax instalments. Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as current amounts receivable from or payable to other entities in the group. Any difference between the amounts assumed and amounts receivable or payable under the tax funding agreement are recognised as a contribution to (or distribution from) wholly-owned tax consolidated entities. 59 SELECT HARVESTS ANNUAL REPORT 2014 Notes to the Financial Statements continued 2. FINANCIAL RISK MANAGEMENT The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and commodity price risk), credit risk and liquidity risk. The Group uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate risk, foreign exchange and other price risks, and ageing analysis for credit risk. Risk management is carried out by management pursuant to policies approved by the Board of Directors. (A) MARKET RISK (i) Foreign exchange risk Foreign exchange risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the Company’s functional currency. The Group sells both almonds harvested from owned orchards through the almond pool and processed products internationally in United States dollars, and purchases raw materials and other inputs to the manufacturing and almond growing process from overseas suppliers predominantly in United States dollars. Management and the Board review the foreign exchange position of the Group and, where appropriate, take out forward exchange contracts, transacted with the Group’s banker, to manage foreign exchange risk. The exposure to foreign currency risk at the reporting date was as follows: Group Trade receivables net of payables Overdraft Foreign exchange contracts – buy foreign currency (cash flow hedges) – sell foreign currency (cash flow hedges) Group sensitivity analysis 30 June 2014 USD $’000 30 June 2013 USD $’000 18,435 (2,299) 7,125 11,699 17,615 (1,712) 5,227 31,271 Based on financial instruments held at the 30 June 2014, had the Australian dollar strengthened/weakened by 5% against the US dollar, with all other variables held constant, the Group’s post tax profit for the year would have been $576,000 lower/$636,000 higher (2013: $580,000 lower/$641,000 higher), mainly as a result of the US dollar denominated financial instruments as detailed in the above table. Equity would have been $738,000 lower/$815,000 higher (2013: $1,530,000 lower/$1,691,000 higher), arising mainly from foreign forward exchange contracts designated as cash flow hedges. (ii) Cash flow interest rate risk The Group’s interest rate risk arises from borrowings issued at variable rates, which exposes the Group to cash flow interest rate risk. The Group’s borrowings at variable interest rate are denominated in Australian dollars. At the reporting date the Group had the following variable rate borrowings: 30 June 2014 Weighted Average Interest Rate % 5.48% 0.95% 30 June 2013 % Weighted Average Interest Rate 6.57% 1.35% Balance $’000 98,777 2,299 Balance $’000 86,250 1,873 Debt facilities Overdraft (USD) An analysis of maturities is provided in 2(c) below. 60 The Group analyses interest rate exposure on an ongoing basis in conjunction with debt facility, cash flow and capital management. As part of the Risk Management policy of Select Harvests Limited, the company has entered into an agreement to swap $20,000,000 of debt at a rate of 3.97% to reduce the risk that higher interest rates pose to the company’s cash flows. The weighted average interest rate of 5.48% in the table above is inclusive of the interest rate swap. Group sensitivity At 30 June 2014, if interest rates had changed by +/− 25 basis points from the weighted average interest rate with all other variables held constant, post tax profit for the year would have been $169,000 lower/higher (2013: $95,000 lower/higher). Interest rate risk The Company’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 Floating interest rate 1 year or less Over 1 to 5 years More than 5 years Non interest bearing Total carrying amount as per the balance sheet Weighted average effective interest rate Fixed interest rate maturing in: 2014 $’000 2013 $’000 2014 $’000 2013 $’000 2014 $’000 2013 $’000 2014 $’000 2013 $’000 2014 $’000 2013 $’000 2014 $’000 2013 $’000 2014 % 2013 % (i) Financial assets Cash Trade and other receivables Forward exchange contracts Total financial assets (ii) Financial liabilities Bank overdraft – USD @ AUD Commercial Bills Trade creditors Other creditors Interest Rate Swap Forward exchange contracts Total financial liabilities 6,312 8,939 – – – – 6,312 8,939 2,299 1,873 78,777 56,250 – – – – – – – – 81,076 58,123 – – – – – – – – – – – – – – – – – – – – – – – – – – – 20,000 30,000 – – – – – – – – – – – – – 20,000 30,000 – – – – – – – – – – – – – – 6,312 8,939 – 37,566 41,558 37,566 41,558 – 542 343 542 343 – 38,108 41,901 44,420 50,840 – – – – – – – – – 2,299 1,873 0.9 1.4 – 98,777 86,250 5.5 6.6 – – – 7,439 10,441 7,439 10,441 – 16,613 19,054 16,613 19,054 – – 314 569 314 569 218 2,752 218 2,752 – 24,584 32,816 125,660 120,939 – – – – – – – – 61 SELECT HARVESTS ANNUAL REPORT 2014 Notes to the Financial Statements continued 2. FINANCIAL RISK MANAGEMENT continued (B) CREDIT RISK Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions, as well as exposure to wholesale, retail and farm investor customers, including outstanding receivables and committed transactions. The Group has no significant concentrations of credit risk. The Group has policies in place to ensure that sales of products and services are made to customers with an appropriate credit history. Derivative counterparties and cash transactions are limited to high credit quality financial institutions. The credit quality of financial assets that are neither past due or impaired can be assessed by reference to external credit ratings (if available) or to historical information about default rates. Given that the majority of income is derived from large, blue chip customers with no history of default, the provision raised against receivables is deemed to be satisfactory. The Group’s banking partner has a long-term credit rating of AA (Standard & Poor’s). Refer to Note 10 for a summary of aged receivables impaired, and past due but not impaired. (C) LIQUIDITY RISK The Group manages liquidity risk by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. Financing arrangements The following debt facilities are held with the National Australia Bank (NAB) and Rabobank in equal proportions, except as noted. Debt facilities 1. Term debt 2. Working capital 3. Acquisition 4. USD Overdraft* * Held with NAB only Expiry Date 7/10/2018 7/4/2015 NAB/ 7/10/2015 Rabobank 7/10/2015 7/11/2014 Facility Limit $50,000,000 $60,000,000 $25,000,000 $5,000,000 $140,000,000 The interest rate paid on these facilities is determined by an incremental margin on the BBSY or LIBOR rate. The Group had access to the following undrawn borrowing facilities at the reporting date: Floating rate – Working capital/Acquisition facility – Bank overdraft facility USD 2014 $’000 2013 $’000 $A 36,223 $A 2,000 $US 2,714 $US 1,288 The bank overdraft facility may be drawn at any time and may be terminated by the bank without notice. The debt facility may be drawn at any time over a three year term. 62 (D) FAIR VALUE MEASUREMENT The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. As of 1 July 2009, Select Harvests Limited has adopted the amendment to AASB 7 Financial Instruments: Disclosures which requires disclosure of fair value measurements by level of the following fair value measurement hierarchy: (a) Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level one); (b) Inputs other than quoted prices included within level one that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (Level two); and (c) Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level three). At both 30 June 2014 and 30 June 2013, the group’s assets and liabilities measured and recognised at fair value comprised the interest rate swap derivative and foreign exchange forward contracts. Both are level 2 measurements under the hierarchy. Maturities of financial liabilities The table below analyses the Group’s financial liabilities, net and gross settled derivative instruments into relevant maturity groupings based on the remaining period at the reporting date on the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Group at 30 June 2014 Non derivatives Variable Rate Debt facilities Bank Overdraft Derivatives Interest Rate Swap USD buy – outflow USD sell – (inflow) USD net Less than 6 months $’000 6 – 12 months $’000 More than 12 months $’000 Total contractual cash flows $’000 – 2,299 94 7,125 (11,699) (4,574) 6,153 102,273 108,426 – 94 – – – – 126 – – – 2,299 314 7,125 (11,699) (4,574) Less than 6 months $’000 6 – 12 months More than 12 months $’000 Total contractual cash flows $’000 Group at 30 June 2013 Non derivatives Variable Rate Debt facilities 39,659 4,642 49,247 93,548 Bank Overdraft Derivatives Interest Rate Swap USD buy – outflow USD sell – (inflow) USD net 1,873 107 5,227 (31,271) (26,044) – 107 – – – – 355 – – – 1,873 569 5,227 (31,271) (26,044) Carrying Amount (assets)/ liabilities $’000 98,777 2,299 314 218 (542) (324) Carrying Amount (assets)/ liabilities $’000 86,250 1,873 569 (343) 2,752 2,409 63 SELECT HARVESTS ANNUAL REPORT 2014 Notes to the Financial Statements continued 3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS Estimates and judgements are continually evaluated and are based on historical experience and other factors. Critical accounting estimates and assumptions The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. Inventory – Current Year Almond Crop The current year almond crop is classified as a biological asset and valued in accordance with AASB 141 Agriculture. In applying this standard, the consolidated entity has made various assumptions at the balance date as the selling price of the crop can only be estimated and the actual crop yield will not be known until it is completely processed and sold. The assumptions are the estimated almond selling price at the point of harvest of $8.50 per kg and almond yield based on a crop estimate for Company Orchards of 10,500mt. Almond trees Almond trees are classified as a biological asset and valued in accordance with AASB 141 Agriculture. The Company’s accounting policies in relation to almond trees are detailed in Note 1(k).In applying this policy, the Company has made various assumptions. These are detailed in Note 17 of the financial statements. As at 30 June 2014, the value of almond trees carried in the financial statements of the Company is $81.2million (2013:$68.4million). The valuation of almond trees is very sensitive to the assumption of the long term almond price and yields. Any change to the long term almond price or yields may have a material impact on these valuations. Estimated impairment of intangible assets The Group tests annually whether intangible assets, has suffered any impairment, in accordance with the accounting policy stated in Note 1(l). The recoverable amounts of cash generating units have been determined based on value-in-use calculations. Key assumptions and sensitivities are disclosed in Note 18. 4. REVENUE Consolidated Notes 2014 $’000 2013 $’000 4,280 183,808 188,088 23,829 167,089 190,918 57 106 163 98 112 210 188,251 191,128 Revenue from continuing operations – Management services – Sale of goods Other revenue – Bank interest – Other revenue Total other revenue Total revenue 64 5. EXPENSES Profit before tax includes the following specific expenses: Cost of goods & services sold Depreciation of non current assets Buildings Plantation land and irrigation systems Plant and equipment Total depreciation of non current assets Employee benefits Finance costs Impairment losses: trade receivables Foreign exchange loss/(gain) Operating lease rental minimum lease payments Net loss on disposal of property, plant and equipment Acquisition transaction costs Costs associated with assets held for sale Impairment of property, plant and equipment(a) Land and irrigation systems Plant and equipment Write down of biological assets – Western Australian orchards(b) (a) Impairment of property, plant and equipment Consolidated Notes 2014 $’000 2013 $’000 139,641 156,664 272 2,147 1,391 3,810 19,872 4,512 6 (1) 5,381 239 1,038 – – – – – 282 626 3,755 4,662 20,653 5,141 17 11 5,703 270 612 1,930 – 13,760 13,760 26,147 Impairment plant and equipment in 2013 relates to impairment losses recognised in relation to the Company’s orchards in Western Australia. The WA impairment arose as a result of the decision to exit the project. (b) Write down of biological assets – Western Australian orchards The write down of biological assets relates to revaluation of trees at the Company’s orchards in Western Australia. The write down arose as a result of the decision to exit the project. 65 SELECT HARVESTS ANNUAL REPORT 2014 Notes to the Financial Statements continued 6. INCOME TAX (A) INCOME TAX (EXPENSE)/BENEFIT Current tax Deferred tax Over/(Under) provided in prior years Over provided in 2012 and 2013 research & development tax offsets Income tax (expense)/benefit is attributable to: Profit from continuing operations Aggregate income tax (expense)/benefit Deferred income tax (expense)/benefit included in income tax (expense)/benefit comprises: Decrease/(increase) in deferred tax assets (Decrease)/increase in deferred tax liabilities Notes Consolidated 2014 $’000 (7,787) (3,383) 1,009 1,815 2013 $’000 620 2,057 (3) – (8,346) 2,674 (8,346) (8,346) 2,674 2,674 23 23 1,539 (4,922) (3,383) (22,904) 21,312 (1,592) (B) NUMERICAL RECONCILIATION OF INCOME TAX EXPENSE TO PRIMA FACIE TAX PAYABLE Profit from continuing operations before income tax expense Tax at the Australian tax rate of 30% (2013 – 30%) Tax effect of amounts that are not deductible/(taxable) in calculating taxable income Notes Consolidated 2014 $’000 37,353 (11,205) Discount on acquisition Over/(Under) provided in prior years Over provided in 2012 and 2013 research & development tax offsets 7 35 1,009 1,815 2013 $’000 198 (59) 2,736 (3) – Income tax (expense)/benefit (8,346) 2,674 66 7. BUSINESS COMBINATIONS (A) SUMMARY OF ACQUISITIONS On 19 December 2013 Select Harvests acquired from Harmon Holdings Pty Ltd, 2,430 acres of land, including 680 acres of mature planted almond orchards, in the Riverland region of South Australia for $16.3 million cash consideration, which included $12.8 million for the orchard assets and $3.5 million for title to the 2014 crop. The fair values of assets and liabilities recognised as a result of the acquisitions are as follows: Plantation land and irrigation systems Biological assets – almond trees Inventory Plant and equipment Deferred tax liability Net Identifiable Assets Net cash outflow on acquisition Receivable from sale of land and buildings Total purchase consideration Discount arising on acquisition Fair Value $’000 5,733 6,311 3,500 851 (35) 16,360 16,601 323 16,278 82 Included in other expenses in the income statement are transaction costs totaling $1.0 million relating to statutory, legal and advisors fees associated with the acquisitions. (B) FINANCIAL CONTRIBUTION OF ACQUISITION The acquired business contributed earnings before interest and tax of $512,000 to the group for the period from acquisition date to 30 June 2014. If the acquisition had occurred on 1 July 2013, consolidated profit after tax for the year ended 30 June 2014 would have been $30,653,000, an increase of $1,646,000, assuming an $8.50 almond price and applying Company average operating costs for the acquired orchard. These amounts have been calculated using the group’s accounting policies and by adjusting the results of the group to reflect the biological asset fair value adjustment that would have been taken up, the operating costs that would have been incurred and the additional depreciation that would have been charged had the assets been owned from 1 July 2013, together with the consequential tax effect. 67 SELECT HARVESTS ANNUAL REPORT 2014 Notes to the Financial Statements continued 8. DIVIDENDS PAID OR PROPOSED FOR ON ORDINARY SHARES (A) DIVIDENDS PAID DURING THE YEAR (i) Interim – paid 24 April 2014 (2013: 26 April 2013) Fully franked dividend (11c per share) (2013: 3c per share) (ii) Final – paid 15 October 2013 (2013: 22 October 2012) Fully franked dividend (9c per share) (2013: 3c per share) Consolidated Notes 2014 $’000 2013 $’000 6,360 6,360 1,715 1,715 5,171 11,531 1,704 3,419 (B) DIVIDENDS PROPOSED AND NOT RECOGNISED AS A LIABILITY. A final unfranked dividend of 9 cents per share has been declared by the directors ($5,219,948). (C) FRANKING CREDIT BALANCE Franking credits available for the subsequent financial year arising from: Franking credits available for subsequent reporting periods Consolidated Notes 2014 $’000 2013 $’000 331 331 11,862 11,862 The above amounts represent the balance of the franking account (presented as the gross dividend value) as at the end of the reporting period. There is no impact on the franking account from the dividend recommended by the directors since year end, but not recognised as a liability at year end, as it is unfranked (2013: reduction of $5,171,657). 68 9. CASH AND CASH EQUIVALENTS Cash at bank and in hand Notes Consolidated 2014 $’000 6,312 6,312 2013 $’000 8,939 8,939 (A) RECONCILIATION TO CASH AT THE END OF THE YEAR The above figures are reconciled to cash at the end of the financial year as shown in the statement of cash flows as follows: Balances as above Bank overdrafts 10. TRADE AND OTHER RECEIVABLES (CURRENT) Trade receivables Provision for impairment of trade receivables Prepayments (A) IMPAIRED TRADE RECEIVABLES Notes 20 Notes Consolidated 2014 $’000 6,312 (2,299) 4,013 2013 $’000 8,939 (1,873) 7,066 Consolidated 2014 $’000 2013 $’000 37,566 41,558 (44) (38) 37,522 1,613 39,135 41,520 622 42,142 As at 30 June 2014 current trade receivables of the Group with a value of $44,079 (2013: $38,256) were impaired. The amount of the provision was $44,079 (2013:$ 38,256). The ageing of these receivables is as follows: Up to 3 months 3 to 6 months Over 6 months Movements in the provision for impairment of receivables are as follows: At 1 July Provision for impairment recognised during the year Receivables written off during the year At 30 June Consolidated 2014 $’000 2013 $’000 9 35 – 44 38 6 – 44 13 25 – 38 24 17 (3) 38 69 SELECT HARVESTS ANNUAL REPORT 2014 Notes to the Financial Statements continued 10. TRADE AND OTHER RECEIVABLES (CURRENT) continued (B) TRADE RECEIVABLES PAST DUE BUT NOT IMPAIRED As at 30 June 2014, trade receivables of $5,198,329 (2013: $3,529,068) were past due but not impaired. These relate to a number of customers for whom there is no recent history of default. The ageing analysis of these receivables is as follows: Up to 3 months 3 to 6 months > 6 months Consolidated 2014 $’000 5,156 43 – 2013 $’000 3,219 310 – 5,199 3,529 (C) EFFECTIVE INTEREST RATES AND CREDIT RISK All receivables are non-interest bearing. 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 Company operates. Refer to Note 2 for more information on the risk management policy of the Company. Information concerning the effective interest rate and credit risk of both current and non-current receivables is set out in Note 2. (D) FAIR VALUE Due to the short-term nature of these receivables, their carrying amount is assumed to approximate their fair value. 11. INVENTORIES (CURRENT) Notes 1(k) Consolidated 2014 $’000 8,490 13,139 6,550 54,839 83,018 2013 $’000 5,527 7,714 5,335 48,303 66,879 Raw materials at cost Finished goods at cost Other inventory at cost Almond stock at cost 70 12. DERIVATIVE FINANCIAL INSTRUMENTS (CURRENT) Current Assets Forward exchange contracts – cash flow hedges Total current derivative financial instrument assets Current Liabilities Interest rate swap – cash flow hedges Forward exchange contracts – cash flow hedges Total current derivative financial instrument liabilities (i) Cash flow hedges Consolidated Notes 2014 $’000 2013 $’000 542 542 314 218 532 343 343 569 2,752 3,321 On 25 February 2014, the Company entered into an agreement to swap the variable interest rate applicable to $20m of debt to fixed interest at a rate of 3.97% until 29 February 2016. The market value of the swap is recognised as a current liability in the balance sheet. Movements in the fair value of the swap are treated similarly to those of forward exchange contracts. Movements caused by changes in the intrinsic value of the swap are recognised in Other Comprehensive Income to the extent that the hedge is effective; those relating to a change in the time value of money are recognised in the income statement. The Company also enters into forward exchange contracts to buy and sell specified amounts of foreign currency in the future at stipulated exchange rates. The objective of entering the forward exchange contracts is to protect the Company against unfavourable exchange rate movements for highly probable contracted and forecasted sales and purchases undertaken in foreign currencies. 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 Sell Australian Dollars Average Exchange Rate Less than 6 months 2014 $’000 7,125 7,125 2013 $’000 5,227 5,227 2014 $ 0.91 2013 $ 0.99 Sell United States Dollars Settlement Buy Australian Dollars Average Exchange Rate Less than 6 months (ii) Credit risk exposures 2014 $’000 11,699 11,699 2013 $’000 31,271 31,271 2014 $ 0.90 2013 $ 0.97 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 balance sheet 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 at maturity. The credit risk exposure to forward exchange contracts and the interest rate swap are the net fair values of these instruments. 71 SELECT HARVESTS ANNUAL REPORT 2014 Notes to the Financial Statements continued 12. DERIVATIVE FINANCIAL INSTRUMENTS (CURRENT) continued (ii) Credit risk exposures continued The net amount of the foreign currency the Company 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 was $4,574,833 (2013: $26,043,890). The Company does not have any material credit risk exposure to any single debtor or group of debtors under financial instruments entered into by the Company. 13. OTHER ASSETS (CURRENT) Temporary water rights 14. ASSETS HELD FOR SALE Property, plant and equipment Notes Notes Consolidated 2014 $’000 2,632 2,632 Consolidated 2014 $’000 5,000 5,000 2013 $’000 – – 2013 $’000 5,000 5,000 The property, plant and equipment amount represents the estimated recoverable amount of assets at the Company’s Western Australian orchards, less cost to sell. The decision was made to exit this project last financial year. A sale process is currently in progress as the Company seeks to maximise the value from these assets. These assets are included within the Almond Division segment. 15. OTHER ASSETS (NON-CURRENT) Notes Consolidated 2014 $’000 583 583 2013 $’000 814 814 Prepayments 72 16. PROPERTY, PLANT AND EQUIPMENT (NON-CURRENT) Buildings At cost Accumulated depreciation Plantation land and irrigation systems At cost Accumulated depreciation and impairment Total land and buildings Plant and equipment At cost Accumulated depreciation and impairment Capital works in progress At cost Total plant and equipment Total property, plant and equipment Cost Accumulated depreciation and impairment Total written down amount (A) RECONCILIATIONS Consolidated Notes 2014 $’000 2013 $’000 16(a) 16(a) 16(a) 16(a) 12,591 (2,040) 10,551 12,531 (1,768) 10,763 88,262 (28,538) 59,724 70,275 81,463 (26,391) 55,072 65,835 49,142 (38,574) 10,568 51,097 (42,625) 8,472 4,782 15,350 725 9,197 154,777 145,816 (69,152) 85,625 (70,784) 75,032 Reconciliations of the carrying amounts of property, plant and equipment at the beginning and end of the current financial year. Buildings Carrying amount at beginning Additions Disposals Depreciation expense Transfers between classes Consolidated Notes 2014 $’000 2013 $’000 10,763 10,277 60 – (272) – 10,551 4 (506) (282) 1,270 10,763 73 SELECT HARVESTS ANNUAL REPORT 2014 Notes to the Financial Statements continued 16. PROPERTY, PLANT AND EQUIPMENT (NON-CURRENT) continued Plantation land and irrigation systems Carrying amount at beginning Additions Acquired through business combinations Disposals Assets transferred to held for sale Depreciation expense Transfers between classes Plant and equipment Carrying amount at beginning Additions Acquired through business combinations Impairment of plant and equipment Disposals Transfers between classes Depreciation expense Capital works in progress Carrying amount at beginning Additions Transfers between classes Total written down value (B) LEASED ASSETS Consolidated Notes 2014 $’000 2013 $’000 55,072 51,516 502 5,733 – – (2,147) 564 59,724 8,472 2,968 851 – (766) 434 (1,391) 10,568 725 5,054 (997) 4,782 85,625 – 4,351 (152) (5,000) (626) 4,983 55,072 28,138 3,166 – (13,760) (203) (5,114) (3,755) 8,472 1,040 825 (1,140) 725 75,032 Plant and equipment includes the following amounts where the Group is a lessee under a finance lease. Leasehold plant and equipment At cost Accumulated depreciation and impairment 74 Notes Consolidated 2014 $’000 1,483 (68) 1,415 2013 $’000 – – – 17. BIOLOGICAL ASSETS – ALMOND TREES (NON-CURRENT) The Company, as part of its operations, grows, harvests, and sells almonds. Harvesting of almonds occurs from February through to May each year. The almond orchards are located in Victoria, New South Wales and South Australia. As at 30 June 2014 the Company owned a total of 5,555 acres of almond orchards (2013: 5,524 acres) and leased a total of 4,498 acres of almond orchards (2013: 4,498 acres). For almond trees on orchards leased on a long term basis by the company, the future economic risks and rewards associated with these trees remain with Select Harvests. Accordingly, the trees are deemed to be an asset of the company. During the year ended 30 June 2014, 10,500 metric tonnes of almonds were harvested from these orchards (2013: 12,000 metric tonnes) with a fair value less cost to sell at point of harvest of $89,250,000 (2013: $75,560,000). Carrying amount at 1 July Transferred to inventory Change in fair value* Acquired through business combinations Additions Impairment of trees Carrying amount at 30 June Consolidated 2014 $’000 68,415 (10,085) 15,121 6,311 1,467 – 81,229 2013 $’000 74,171 (3,557) 4,739 12,752 6,457 (26,147) 68,415 * Unrealised gains recognised in profit or loss attributable to biological assets – almond trees are $6,027,000 (2013: $872,000) The value of crop bearing almond trees is 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, which are in line with almond industry sourced data; • Selling prices are based on long term average trend prices being $6.50 per kg (2013 $6.00); • Growing, processing and selling costs are based on expected future costs; • Temporary water costs are based on long term average market prices where assets have no permanent water rights attached; • Cash flows are discounted at a pre tax, real discount rate of 15% (2013: 17%) which takes into account the cost of capital plus an appropriate risk factor; and • An appropriate rental charge is included to represent the use of the developed land on which the trees are planted. Price risk The Group is exposed to commodity price risk in relation to its owned and leased orchards. The Group sells almonds harvested from owned and leased orchards domestically and overseas throughout the year based on an almond price which will fluctuate from time to time due to changes in international market conditions. The Group has an active and ongoing almond marketing and selling program in place which is continually monitored and adapted for changes in almond prices. The Group also purchases raw materials and other inputs to the manufacturing and almond growing process domestically and overseas. The price of such inputs will also fluctuate from time to time based on market forces. Where practical, the Company, through its procurement programs, contracts from time to time to acquire such quantity of inputs as is projected to be required at fixed prices. 75 SELECT HARVESTS ANNUAL REPORT 2014 Notes to the Financial Statements continued 17. BIOLOGICAL ASSETS – ALMOND TREES (NON-CURRENT) continued (A) FINANCIAL RISK MANAGEMENT STRATEGIES The Company is exposed to financial risks arising from changes in the Australian dollar price of almonds because export sales are denominated in US dollars. The Company reviews its outlook for almond prices regularly in considering the need for active financial risk management. There is no active market for almonds. (B) NON-CURRENT ASSETS PLEDGED AS SECURITY Refer to Note 22 for information on biological assets whose title is restricted and the carrying amounts of any biological assets pledged as security by the parent entity or its subsidiaries. 18. INTANGIBLES (NON-CURRENT) Year ended 30 June 2013 Opening net book amount Acquisition of permanent water rights Closing net book amount Year ended 30 June 2014 Opening net book amount Acquisition of permanent water rights Closing net book amount Consolidated Goodwill $’000 Brand Names* $’000 Permanent Water Rights $’000 25,995 – 25,995 25,995 – 25,995 2,905 – 2,905 2,905 – 2,905 7,283 98 7,381 7,381 882 8,263 Total $’000 36,183 98 36,281 36,281 882 37,163 *Brand name assets relate to the “Lucky” brand, which has been assessed as having an indefinite useful life. This assessment is based on the Lucky brand having been sold in the market place for over 50 years, being a market leader in the cooking nuts category and remaining a heritage brand. (A) IMPAIRMENT TESTS FOR GOODWILL AND BRAND NAMES Goodwill is allocated to the Company’s cash-generating units (CGU) identified according to operating segment. The total value of goodwill and brand names relates to the Food Products CGU. The recoverable amount of a CGU is determined based on value-in-use calculations which require the use of assumptions. These calculations use cash flow forecasts based on financial projections by management covering a five year period based on growth rates taking into account past performance and its expectations for the future, in line with the Strategic Review. Assumptions made include that new product development, enhanced marketing and market penetration and the exiting of lower margin business will improve EBIT over the forecast period. Cash flow projections beyond the five year period are extrapolated using a 0% real growth rate, which does not exceed the long-term growth rate for the industry in which the Food Products CGU operates. A pre-tax weighted average cost of capital of 12% (2013:13%) has been used to discount the cash flow projections. (B) IMPACT OF POSSIBLE CHANGES TO KEY ASSUMPTIONS The recoverable amount of the goodwill and brand names in the Food Products Division exceeds the carrying amount of goodwill at 30 June 2014. A decrease of 10% in the projected annual cash flows, or an increase of 1% in the pre-tax discount rate of 12.0% does not result in an impairment of the goodwill and brand names at 30 June 2014. These changes would be considered reasonably possible changes to the key assumptions. 76 (C) PERMANENT WATER RIGHTS The value of permanent water rights relates to the Almond Division Cash Generating Unit (CGU) and is an integral part of land and irrigation infrastructures required to grow almond orchards. The fair value of permanent water rights is supported by the tradeable market value, which at current market prices is in excess of book value. 19. TRADE AND OTHER PAYABLES (CURRENT) Trade creditors Other creditors and accruals 20. INTEREST BEARING LIABILITIES (CURRENT) Secured Bank overdraft Debt facilities Total secured current borrowings (A) SECURITY Notes Consolidated 2014 $’000 7,439 15,254 22,693 2013 $’000 10,441 19,054 29,495 Consolidated Notes 2014 $’000 2013 $’000 2,299 6,000 8,299 1,873 39,000 40,873 Details of the security relating to each of the secured liabilities and further information on the bank overdrafts and bank facilities are set out in Note 22. (B) INTEREST RATE RISK EXPOSURES Details of the Company’s exposure to interest rate changes on borrowings are set out in Note 2. 21. PROVISIONS (CURRENT) Employee benefits Lease liability Notes Consolidated 2014 $’000 2,209 255 2,464 2013 $’000 3,111 – 3,111 77 SELECT HARVESTS ANNUAL REPORT 2014 Notes to the Financial Statements continued 22. INTEREST BEARING LIABILITIES (NON-CURRENT) Term debt facility Assets pledged as security Notes Consolidated 2014 $’000 92,777 92,777 2013 $’000 47,250 47,250 The bank overdraft and facilities of the parent entity and subsidiaries are secured by the following: (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 deed of cross guarantee exists between the entities of the wholly owned group. The carrying amounts of assets pledged as security for current and non-current borrowings are: Current Floating charge Cash and cash equivalents Receivables Inventories Derivative financial instruments Assets held for sale Total current assets pledged as security Non-current Floating charge Prepayments Property, plant and equipment Biological assets – almond trees Permanent water rights Total non-current assets pledged as security Total assets pledged as security Financing arrangements Consolidated Notes 2014 $’000 2013 $’000 6,312 39,135 83,018 542 5,000 8,939 42,142 66,879 343 5,000 134,007 123,303 582 85,625 81,229 10,896 178,332 312,339 814 75,032 68,415 7,381 151,642 274,945 The Company has a debt facility available to the extent of $135,000,000 as at 30 June 2014 (2013: $91,250,000). The Company has bank overdraft facilities available to the extent of US$5,000,000 (2013: US$3,000,000). The current interest rates at balance date are 5.12% on the debt facility, and 1.06% on the United States dollar bank overdraft facility. A number of covenants and financial undertakings are associated with the company banking facilities, all of which have been met during the period and as at 30 June 2014. 78 23. DEFERRED TAX LIABILITIES (NON-CURRENT) The balance comprises temporary differences attributable to: Amounts recognised in profit and loss Consolidated Notes 2014 $’000 2013 $’000 Accruals and provisions Inventory Biological assets – almond trees Property, plant and equipment Intangibles Amounts recognised directly in OCI Cash flow hedges Total deferred tax liabilities Carry forward tax losses Net deferred tax liabilities Movements: Opening balance 1 July Charged/(credited) to income statement Charged/(credited) to equity Discount on acquisition Carry forward tax losses Closing balance at 30 June 24. PROVISIONS (NON-CURRENT) Employee entitlements Lease liability Aggregate employee entitlements liability (Including current liabilities in Note 21) (2,530) 8,382 24,369 4,083 677 (2,403) 1,608 16,991 15,622 677 34,981 32,495 3 (893) 34,984 (5,275) 29,709 31,602 (12,023) 19,579 19,579 3,344 3 35 6,748 29,709 Consolidated 2014 $’000 891 1,104 1,995 3,100 21,171 (1,762) (893) 3,908 (2,845) 19,579 2013 $’000 711 – 711 3,822 79 Notes SELECT HARVESTS ANNUAL REPORT 2014 Notes to the Financial Statements continued 25. CONTRIBUTED EQUITY (A) ISSUED AND PAID UP CAPITAL Ordinary shares fully paid (B) MOVEMENTS IN SHARES ON ISSUE Notes Consolidated 2014 $’000 99,750 99,750 2013 $’000 97,007 97,007 Beginning of the financial year 57,462,851 97,007 56,812,699 2014 2013 Number of Shares $’000 Number of Shares Issued during the year • Dividend reinvestment plan End of financial year (C) PERFORMANCE RIGHTS Long Term Incentive Plan 536,576 2,743 650,152 57,999,427 99,750 57,462,851 $’000 95,957 1,050 97,007 The company offered employee participation in short term and long term incentive schemes as part of the remuneration packages for the employees. 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 long term scheme involves the issue of performance rights to the employee, under the Long Term Incentive Plan. During the financial year, performance rights granted during the 2012 year have vested under this plan (refer Note 35 and Directors’ Report for further details). The market value of ordinary Select Harvests Limited shares closed at $5.14 on 30 June 2014 ($3.27 on 30 June 2013). (D) ORDINARY SHARES Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the company in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. (E) CAPITAL RISK MANAGEMENT The group’s objectives when managing capital are to safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. 80 26. RESERVES AND RETAINED PROFITS Capital reserve Cash flow hedge reserve Asset revaluation reserve Options reserve Retained profits (a) Movements Capital reserve Balance at beginning of year Balance at end of year Cash flow hedge reserve Balance at beginning of year Fair value movement in interest rate swap Fair value movement in foreign currency dealings arising during the year Balance at end of year Asset revaluation reserve Balance at beginning of year Balance at end of year Options reserve Balance at beginning of year Option expense Transfer to retained earnings Balance at end of year Notes 26(a) 26(a) 26(a) 26(a) Consolidated 2014 $’000 3,270 7 7,645 1,268 12,190 2013 $’000 3,270 (2,085) 7,645 314 9,144 26(c) 70,830 53,354 3,270 3,270 (2,085) 179 1,913 7 7,645 7,645 314 954 – 1,268 3,270 3,270 (443) 266 (1,908) (2,085) 7,645 7,645 – 314 – 314 (A) NATURE AND PURPOSE OF RESERVES (i) Capital reserve The capital reserve was previously used to isolate realised capital profits from disposal of non-current assets. (ii) Asset revaluation reserve The asset revaluation reserve was previously used to record increments and decrements in the value of non-current assets. This revaluation reserve is no longer in use given assets are now recorded at cost. This is in line with accounting policies within Note 1. (iii) Options reserve The options reserve is used to recognise the fair value of performance rights granted and expensed but not exercised. 81 SELECT HARVESTS ANNUAL REPORT 2014 Notes to the Financial Statements continued 26. RESERVES AND RETAINED PROFITS continued (A) NATURE AND PURPOSE OF RESERVES continued (iv) Cash flow hedge reserve The cash flow hedge reserve is used to record gains or losses on the fair value movements in the interest rate swap and foreign currency contracts in a cash flow hedge that are recognised directly in equity. (B) RETAINED PROFITS Balance at the beginning of year Profit/(loss) attributable to members of Select Harvests Limited Total available for appropriation Dividends paid Balance at end of year Notes Consolidated 2014 $’000 53,354 29,007 82,361 (11,531) 70,830 2013 $’000 53,901 2,872 56,773 (3,419) 53,354 27. RECONCILIATION OF THE NET PROFIT AFTER INCOME TAX TO THE NET CASH FLOWS FROM OPERATING ACTIVITIES Consolidated Net profit Non-cash items Depreciation and amortisation Biological asset fair value adjustment Impairment of property, plant and equipment Write down of biological assets Discount on acquisition Net loss on sale of assets Options expense Changes in assets and liabilities (Increase)/decrease in receivables (Increase) in inventory (Increase)/decrease in other assets Increase/(decrease) in trade and other payables Decrease in income tax receivable Increase/(decrease) in deferred tax liability Increase in employee entitlements Net cash flow from operating activities Non cash financing activities Notes 2014 $’000 29,007 3,810 (8,503) – – (82) 239 954 4,129 (10,163) (566) (4,238) – 8,346 130 23,063 2013 $’000 2,872 4,662 (20,190) 13,760 26,147 (9,119) 270 314 (7,124) (7,618) 233 2,798 1,458 (4,606) 194 4,051 During the current year the company issued 536,576 of new equity as part of the Dividend Reinvestment Plan. 82 28. EXPENDITURE COMMITMENTS (A) OPERATING LEASE COMMITMENTS Consolidated Notes 2014 $’000 2013 $’000 Commitments payable in relation to leases contracted for at the reporting date but not recognised as liabilities: Within one year Later than one year but not later than five years Later than five years (i) Property and equipment leases (non cancellable): Minimum lease payments • Within one year • Later than one year and not later than five years • Later than five years • Aggregate lease expenditure contracted for at reporting date Property and equipment lease payments are for rental of premises, farming and factory equipment. (ii) Almond orchard leases: Minimum lease payments • Within one year • Later than one year and not later than five years • Later than five years Aggregate lease expenditure contracted for at reporting date 10,837 37,019 78,494 10,779 38,509 87,023 126,350 136,311 4,501 9,884 1,512 15,897 4,613 12,102 2,981 19,696 6,336 27,135 76,982 6,166 26,407 84,042 110,453 116,615 The almond orchard leases comprises the lease of a 512 acre almond orchard and a 1,002 acre lease from Arrow Funds Management in which the Company has the right to harvest the almonds from the trees owned by the lessor for the term of the agreement. The Company also has first right of refusal to purchase the properties in the event that the lessor wished to sell. Other leases within the consolidated entity have renewal and first right of refusal clauses. There is also a 20 year lease of 3,100 acres at Hillston with Rural Funds Management. 83 SELECT HARVESTS ANNUAL REPORT 2014 Notes to the Financial Statements continued 28. EXPENDITURE COMMITMENTS continued (B) FINANCE LEASE COMMITMENTS Commitments payable in relation to leases contracted for at the reporting date and recognised as liabilities: Within one year Later than one year but not later than five years Minimum lease payments Future finance charges Total lease liabilities The present value of finance lease liabilities is as follows: Within one year Later than one year but not later than five years Minimum lease payments Consolidated Notes 2014 $’000 2013 $’000 332 1,201 1,533 (174) 1,359 255 1,104 1,359 – – – – – – – – Finance lease payments are for rental of farming equipment with a carrying amount of $1,415,000 (2013: $Nil). (C) CAPITAL COMMITMENTS Capital expenditure contracted for at reporting date but not recognised as liabilities is as follows: Permanent water rights – – 882 882 29. EVENTS OCCURRING AFTER BALANCE DATE On 31 July 2014 the company settled on the purchase of vacant land at Mendook for $2.0 million, near Euston, Northern Victoria, close to the existing Company operations, of which 1,600 acres (648 hectares) is suitable for a greenfield almond development project. On 22 August, 2014, the Company signed a contract to acquire the Amaroo business, near Renmark, South Australia for $52.3 million. The business comprises 2,046 acres (828 hectares) of mature almond orchards, 760 acres (308 hectares) of citrus orchards, 1,500 acres (607 hectares) of vacant land suitable for planting of new almond orchard developments, and 6,215 mega litres of high security water rights. The settlement of this purchase is planned for early September, 2014. The Company has entered into a lease with a third party to operate the Citrus orchards. On 22 August, 2014, the Company entered into a contract to acquire the Grewal almond orchards near Lake Culluleraine, Northern Victoria, for $8.5 million. The almond orchards comprise 435 acres (176 hectares) of planted almond orchards, and 1,365 acres (553 hectares) of land available for planting out new almond orchard developments. On 22 August, 2014, the Company secured $50,000,000 additional debt equally from National Australia Bank and Rabobank to finance the above purchases. On 25 August 2014, the Directors declared a final unfranked dividend of 9 cents per share in relation to the financial year ended 30 June 2014 to be paid on 15 October 2014. 84 30. EARNINGS PER SHARE Basic earnings per share attributable to equity holders of the company Diluted earnings per share attributable to equity holders of the company 2014 Cents 50.2 48.8 2013 Cents 5.0 5.0 The following reflects the income and share data used in the calculations of basic and diluted earnings per share: Consolidated 2014 $’000 2013 $’000 Basic earnings per share: Profit attributable to equity holders of the company used in calculating basic earnings per share 29,007 2,872 Diluted earnings per share: Profit attributable to equity holders of the company used in calculating diluted earnings per share 29,007 2,872 Number of shares 2014 2013 Weighted average number of ordinary shares used in calculating basic earnings per share 57,745,998 57,100,931 Effect of dilutive securities: Adjusted weighted average number of ordinary shares used in calculating diluted earnings per share 59,486,545 57,777,363 31. REMUNERATION OF AUDITORS Audit and other assurance services Audit and review of financial statements Other assurance services Total remuneration for audit and other assurance services Taxation services Tax compliance services Tax consulting Total remuneration for taxation services Total remuneration of PricewaterhouseCoopers 2014 2013 269,400 276,900 – – 269,400 276,900 – 83,855 83,855 353,255 47,396 137,049 184,445 461,345 85 SELECT HARVESTS ANNUAL REPORT 2014 Notes to the Financial Statements continued 32. RELATED PARTY DISCLOSURES (A) PARENT ENTITY The parent entity within the consolidated entity is Select Harvests Limited. (B) SUBSIDIARIES Interests in subsidiaries are set out in Note 34. (C) KEY MANAGEMENT PERSONNEL COMPENSATION Short term employment benefits Post employment benefits Termination benefits Long service leave Share based payments Consolidated Notes 2014 $ 2013 $ 2,992,655 2,826,774 144,709 – 20,701 157,540 123,666 39,599 954,376 314,019 4,112,441 3,461,598 Other disclosures relating to key management personnel are set out in the Remuneration Report. (D) DIRECTOR RELATED ENTITY TRANSACTIONS There were no director related entity transactions during the year. 33. SEGMENT INFORMATION Segment products and locations The segment reporting reflects the way information is reported internally to the Managing Director and Chief Executive Officer. The Company has the following business segments: • Food Division – processes, markets, and distributes edible nuts, dried fruits, seeds, and a range of natural health foods. • Almond Division – grows, processes and sells almonds to the food industry from company owned almond orchards, and provides a range of management services to external owners of almond orchards, including orchard development, tree supply, farm management, land and irrigation infrastructure rental, and the sale of almonds on behalf of external investors The previously reported Managed Orchards Almond Division and the Company Orchards Almond Division are now reported as a single “Almond Division” operating segment. Management considers that the Managed Orchards Almond division segment no longer meets the definition of an operating segment following the completion of the Olam contract and other structural changes. Decision making by the Managing Director and Chief Executive Officer and the related organisational structures are no longer aligned to the separate segmentation. Comparatives have been restated to reflect this change. The Company operates predominantly within the geographical area of Australia. 86 The segment information provided to the Managing Director and Chief Executive Officer is referenced in the following table: Food Division ($’000) Almond Division ($’000) Eliminations and Corporate ($’000) Consolidated Entity ($’000) 2014 2013 2014 2013 2014 2013 2014 2013 Revenue Total revenue from external customers 117,926 133,209 70,162 57,709 – – 188,088 190,918 Intersegment revenue – – 17,805 13,233 (17,805) (13,233) – – Total segment revenue 117,926 133,209 87,967 70,942 (17,805) (13,233) 188,088 190,918 Other revenue Total revenue – – 105 111 58 99 163 210 117,926 133,209 88,072 71,053 (17,747) (13,134) 188,251 191,128 EBIT Interest received Finance costs expensed 5,644 5,450 40,795 3,888 (4,631) (4,097) 41,808 5,241 – – – – – – – – 57 98 57 98 (4,512) (5,141) (4,512) (5,141) Profit before income tax 5,644 5,450 40,795 3,888 (9,086) (9,140) 37,353 198 Segment assets (excluding intercompany debts) Segment liabilities (excluding intercompany debts) Acquisition of non-current segment assets Depreciation and amortisation of segment assets 69,378 62,976 291,343 235,123 (19,482) 5,746 341,239 303,845 (8,848) (13,702) (75,635) (39,346) (73,985) (91,292) (158,469) (144,340) 405 300 29,935 16,448 504 618 3,278 3,961 42 28 17 30,382 16,765 83 3,810 4,662 Sales to major customers include Woolworths 31%, and Coles 11% of total sales. 2013 Company orchards EBIT includes a $26.1m write down of biological assets at the Company’s Western Australian orchards. 2013 Company orchards EBIT includes a $13.8m impairment loss in relation to property, plant and equipment at the Company’s Western Australian orchards. 2013 Company orchards EBIT includes a $9.1m discount on acquisition of orchards. 87 SELECT HARVESTS ANNUAL REPORT 2014 Notes to the Financial Statements continued 34. CONTROLLED ENTITIES Parent Entity: Select Harvests Limited (i) Subsidiaries of Select Harvests Limited: Kyndalyn Park Pty Ltd (i) Select Harvests Food Products Pty Ltd (i) Meriram Pty Ltd (i) Kibley Pty Ltd (i) (i) Members of extended closed group 35. SHARE BASED PAYMENTS Long Term Incentive Plan Country of Incorporation Percentage Owned (%) 2014 2013 Australia 100 100 Australia Australia Australia Australia 100 100 100 100 100 100 100 100 The Group offers executive directors and senior executives the opportunity to participate in the long term incentive plan (LTI Plan) involving the issue of performance rights to the employee under the LTI Plan. The LTI Plan provides for the offer of a parcel of performance rights with a three year life to participating employees on an annual basis. One third of the rights vesting each year, with half of the rights vesting upon achievement of earnings per share (EPS) growth targets and the other half vesting upon achievement of total shareholder return (TSR) targets. The EPS growth targets are based on the average growth of the company’s EPS over the three years prior to vesting. The TSR targets are measured based on the company’s average TSR compared to the TSR of a peer group of ASX listed companies over the three years prior to vesting. The performance targets and vesting proportions are as follows: Measure EPS Below 5% growth 5% growth Proportion of Performance Rights to Vest Nil 25% 5.1% – 6.9% growth Pro rata vesting 7% or higher growth 50% TSR Below the 60th percentile* 60th percentile* Nil 25% 61st – 74th percentile* Pro rata vesting At or above 75th percentile* 50% * Of the peer group of ASX listed companies 88 Summary of performance rights over unissued ordinary shares Details of performance rights over unissued ordinary shares at the beginning and ending of the reporting date and movements during the year are set out below: 2014 Grant date Expiry date Exercise Price Balance at start of the year Granted during the year Forfeited during the year Vested during the year Balance at end of the year Proceeds received Shares issued Fair value per share Fair value aggregate Number Number Number Number On Issue Vested $ Number $ $ 29/06/2012 29/06/2015 30/04/2013 30/04/2016 – 336,060 – 1,404,487 – – 6,665 105,355 224,040 3,011 47,589 1,353,887 – – – – – – 1.14 255,406 2.26 3,059,785 2013 Grant date Expiry date Exercise Price Balance at start of the year Granted during the year Forfeited during the year Vested during the year Balance at end of the year Proceeds received Shares issued Fair value per share Fair value aggregate Number Number Number Number On Issue Vested $ Number $ $ 29/06/2012 29/06/2015 – 655,740 – 319,680 30/04/2013 30/04/2016 – – 1,404,487 – – 336,060 – 1,404,487 – – – – – – 1.14 384,045 2.26 3,171,921 Fair value of performance rights granted The assessed fair value at grant date is determined using a Black-Scholes option pricing model that takes into account the term of the rights, the impact of dilution, the share price at offer date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the right. The model inputs for rights granted during the year ended 30 June 2014 included: Share price at grant date Expected volatility* Expected dividends Risk free interest rate 29 June 2012 Performance Rights Issue 30 April 2013 Performance Rights Issue $1.62 30% Nil 5% $2.90 30% Nil 5% * Expected share price volatility was calculated with reference to the annualised standard deviation of daily share price returns on the underlying security over a specified period. Expenses arising from share-based payment transactions Total expenses arising from share-based payment transactions recognised during the period as part of employee benefit expense were as follows: Performance rights granted under employee long term incentive plan Consolidated 2014 $ 954,287 954,287 2013 $ 314,019 314,019 89 SELECT HARVESTS ANNUAL REPORT 2014 Notes to the Financial Statements continued 36. CONTINGENT LIABILITIES (i) Claims The company is involved in legal proceedings in the Supreme Court of Victoria instituted by Almas Almonds, relating to the provision of orchard management services commencing in 2006. The hearing of the proceeding is presently scheduled for February 2015. Almas Almonds is claiming damages totalling $9,010,879 plus interest and costs, of which approximately $8,262,764 relates to claimed loss of future income for the period 2014 to 2029. Select Harvests denies any liability in relation to the claim and is vigorously defending it, and as a result no provision has been recognised in relation to the claim. (ii) Guarantees Cross guarantees given by the entities comprising the Group are detailed in Note 37. 37. PARENT ENTITY FINANCIAL INFORMATION (A) SUMMARY FINANCIAL INFORMATION The individual financial statements for the parent entity show the following aggregate amounts: 2014 $’000 7,727 2013 $’000 7,617 406,869 387,861 9,406 38,151 295,974 287,224 99,748 97,006 3,270 7 1,268 6,601 3,270 (2,085) 314 2,132 110,894 100,637 2,406 819 4,498 (823) Balance Sheet Current Assets Total Assets Current Liabilities Total Liabilities Shareholders’ Equity Issued capital Reserves Capital reserve Cash flow hedge reserve Options reserve Retained profits Profit or Loss for the year Total comprehensive income/(loss) 90 (B) TAX CONSOLIDATION LEGISLATION Select Harvests Limited and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation as of 1 July 2003. The accounting policy in relation to this legislation is set out in Note 1(n). On adoption of the tax consolidation legislation, the entities in the tax consolidated group entered into a tax sharing agreement which limits the joint and several liability of the wholly-owned entities in the case of a default by the head entity, Select Harvests Limited. The entities have also entered into a tax funding agreement under which the wholly-owned entities fully compensate Select Harvests Limited for any current tax payable assumed and are compensated by Select Harvests Limited for any current tax receivable and deferred tax assets relating to unused tax losses or unused tax credits that are transferred to Select Harvests Limited under the tax consolidation legislation. The funding amounts are determined by reference to the amounts recognised in the wholly-owned entities’ financial statements. The amounts receivable/payable under the tax funding agreement are due upon receipt of the funding advice from the head entity, which is issued as soon as practicable after the end of each financial year. The head entity may also require payment of interim funding amounts to assist with its obligations to pay tax instalments. The funding amounts are recognised as current intercompany receivables or payables. (C) GUARANTEES ENTERED INTO BY PARENT ENTITY Each entity within the consolidated group has entered into a cross deed of financial guarantee in respect of bank overdrafts and loans of the group. Loans are made by Select Harvests Limited to controlled entities under normal terms and conditions. 91 SELECT HARVESTS ANNUAL REPORT 2014 Directors’ Declaration In the directors’ opinion: (a) the financial statements and notes set out on pages 46 to 91 are in accordance with the Corporations Act 2001, including: (i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and (ii) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2014 and of its performance for the financial year ended on that date; 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; and (c) at the date of this declaration, there are reasonable grounds to believe that the members of the extended closed group identified in Note 34 will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee described in Note 37. Note 1(a) confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board. The directors have been given the declarations by the Managing Director and Chief Financial Officer required under section 295A of the Corporations Act 2001. This declaration is made in accordance with a resolution of the directors. M Iwaniw Chairman Melbourne, 25 August 2014 92 Independent auditor’s report to the members of Select Harvests Limited 93 SELECT HARVESTS ANNUAL REPORT 2014 Independent auditor’s report to the members of Select Harvests Limited continued 94 ASX Additional Information Additional information required by the Australian Stock Exchange Limited and not shown elsewhere in this report is as follows. (A) DISTRIBUTION OF EQUITY SECURITIES The following information is current as at 31 July 2014. The number of shareholders, by size of holding, in each class of share is: 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 The number of shareholders holding less than a marketable parcel of shares is: Number of Ordinary Shares 5,495 Number of Shareholders 1,426 1,482 444 421 35 Number of Shareholders 219 95 SELECT HARVESTS ANNUAL REPORT 2014 ASX Additional Information continued (B) TWENTY LARGEST SHAREHOLDERS The following information is current as at 31 July 2014. The names of the twenty largest registered holders of quoted shares are: 1 2 3 4 5 6 7 8 9 HSBC Custody Nominees (Australia) Limited National Nominees Limited J P Morgan Nominees Australia Limited BNP Paribas NOMS Pty Ltd Citicorp Nominees Pty Limited AMP Life Limited Le Grand Pty Ltd Brazil Farming Pty Ltd Brispot Nominees Pty Ltd 10 Rezann Pty Ltd 11 12 Robert Ferguson + Jennifer Ferguson + Rachel Ferguson Sandhurst Trustees Ltd 13 National Nominees Limited 14 Shayana Pty Ltd 15 QIC Limited 16 RBC Investor Services Australia Nominees Pty Limited 17 Ward Mckenzie Pty Ltd 18 Paka Nominees Pty Ltd 19 Mrs Barbara Anne Knott 20 Bond Street Custodians Limited (C) SUBSTANTIAL SHAREHOLDERS The names of substantial shareholders are: FMR LLC Thorney Investment Group AMP Capital Investors Limited (D) VOTING RIGHTS All ordinary shares (whether fully paid or not) carry one vote per share without restriction. The Company is listed on the Australian Stock Exchange. The home exchange is Melbourne. 96 Number of Shares Percentage of Shares 18,106,094 31.22% 4,743,295 4,414,426 2,359,930 2,034,526 1,453,480 774,851 720,000 464,603 300,000 280,000 255,283 221,504 210,000 203,938 190,729 180,000 175,000 172,410 168,042 8.18% 7.61% 4.07% 3.51% 2.51% 1.34% 1.24% 0.80% 0.52% 0.48% 0.44% 0.38% 0.36% 0.35% 0.33% 0.31% 0.30% 0.30% 0.29% Number of Shares 7,168,268 5,354,647 3,503,361 Corporate Information ABN 87 000 721 380 DIRECTORS M Iwaniw (Chairman) P Thompson (Managing Director) M Carroll (Non-Executive Director) F Grimwade (Non-Executive Director) R M Herron (Non-Executive Director) P Riordan (Non-Executive Director) COMPANY SECRETARY P Chambers REGISTERED OFFICE – SELECT HARVESTS LIMITED 360 Settlement Road THOMASTOWN VIC 3074 Postal address PO Box 5 THOMASTOWN VIC 3074 Telephone Facsimile Email (03) 9474 3544 (03) 9474 3588 info@selectharvests.com.au SOLICITORS Minter Ellison Lawyers BANKERS National Australia Bank Limited Rabobank Australia AUDITOR PricewaterhouseCoopers SHARE REGISTER Computershare Investor Services Pty Limited Yarra Falls 452 Johnston Street Abbotsford VIC 3067 Telephone Facsimile (03) 9415 4000 (03) 9473 2555 WEBSITE www.selectharvests.com.au SELECT HARVESTS ANNUAL REPORT 2014 SELECT HARVESTS ANNUAL REPORT 2014 97 D GROWING HEALTHY BRANDS • Market leader in the cooking nut category • Cooking Nut product range: almonds, walnuts, cashews, brazilnuts, pine nuts, pistachios, macadamias, sunflower seeds and pepitas (value share 36.5% in the MAT to Feb 2014) • Snacking product range: portion control packs, Lucky Smart Snax and Lucky Snack Tubs • Distribution: major supermarkets and export markets including the Middle East, Indonesia and Papua New Guinea • Product range: nuts, dried fruit, legumes and pulses, cereals, grains, seeds, flour, TM muesli and organic foods • Bulk and convenient packs • Distribution: health and food stores and pharmacies nationally • Product range: muesli, dried fruit, nuts and snacks • Distribution: major supermarkets (muesli) and export markets including Hong Kong, Singapore, Malaysia, Indonesia and the Pacific Rim • Product range: muesli, dried fruit, wholefoods, nuts and snacks • Distribution: Health aisle of major supermarkets and export markets including Hong Kong, Singapore, Malaysia, Indonesia and Pacific Rim • Product range: almonds and other nuts, dried fruit, seeds, nut pastes and pralines • Bulk pack • Products sold to local and overseas food manufacturers, wholesalers, distributors and re-packers • Supplies bulk product to major bakeries, manufacturers and wholesalers who depend on quality and service. S E L E C T H A R V E S T S L I M I T E D A N N U A L R E P O R T 2 0 1 4 Select Harvests Limited ABN 87 000 721 380 PO Box 5 Thomastown VIC 3074 360 Settlement Road Thomastown VIC 3074 T (03) 9474 3544 F (03) 9474 3588 E info@selectharvests.com.au www.selectharvests.com.au