ANNUAL
Directors’ Report
For the year ended 30 June 2018
Farmlands Co-operative Society Limited (“the Society”) is in the business of providing goods, services and advice to members while sharing the benefits of scale.
The financial statements presented here are for the reporting entity Farmlands Co-operative Society Limited, comprising Farmlands Co-operative Society Limited and its subsidiaries, Farmlands Finance Limited, Farmlands Fuel Limited, Farmlands Real Estate Limited and Farmlands Real Estate Property Management Limited.
In respect of the financial year ended 30 June 2018 the directors of Farmlands Co-operative Society Limited submit the following report:
Principal Activities of the Society
Farmlands Co-operative Society Limited is a rural supplies and services co-operative within New Zealand. The Farmlands Group offers a wide range of products and services through its retail stores, charge card partners, a national fuel distribution network, nutrition solutions, grain and seed product offerings and real estate services. The Society’s major purpose is to reduce farmers’ costs by means of a collective buying group.
Financial Statements
The financial statements for the year ended 30 June 2018 follow this report.
Results for the year ended 30 June 2018
State of Affairs
Farmlands grew its shareholder numbers by 3% to 68,000 and has achieved an improved profit for the year reflecting ongoing execution of the strategy that will enable the co-operative to pay a bonus rebate following year-end. Farmlands is continuing with its major technology investment that will deliver operational enhancements for the business and with associated strategies, quality information to assist farming decisions. This transformation project is planned for completion in late 2019 and is fully funded within existing banking facilities.
Auditors
PricewaterhouseCoopers have indicated their willingness to continue in office.
PricewaterhouseCoopers audited Farmlands Co-operative Society Limited, which comprises the parent Society, Farmlands Fuel Limited, Farmlands Real Estate Limited, Farmlands Real Estate Property Management Limited and Farmlands Finance Limited. The remuneration of the Auditors was set at $228,000.
Events Subsequent to Balance Date
There were no events subsequent to balance date.
On behalf of the Board
26 th October 2018
Chairman of the Audit and Risk Management Committee
Lachie Johnstone Chairman of the Board
Peter Wilson
Income Statement
Statement of Comprehensive Income
Statement of Changes in Equity and Members’ Interests
Statement of Changes in Equity
Balance Sheet
As at 30 June 2018
Lachie Johnstone Chairman of the Board
Peter Wilson Chairman of the Audit and Risk Management Committee
Statement of Cash Flows
For the year ended 30 June 2018
Notes to the Financial Statements
For the year ended 30 June 2018
Note 1: General Information
Reporting Entity
The Income Statement, Statement of Comprehensive Income, Statement of Changes in Equity and Members’ Interests, Statement of Changes in Equity, Balance Sheet and Statement of Cash Flows are those for Farmlands Co-operative Society Limited for the year to 30 June 2018.
Farmlands Co-operative Society Limited is a rural supplies and services co-operative within New Zealand. The Farmlands Group offers a wide range of products and services through its retail stores, charge card partners, a national fuel distribution network, nutrition solutions and grain and seed product offerings. The Society’s major purpose is to reduce farmers’ costs by means of a collective buying group. It is a for-profit entity for financial reporting purposes.
The financial statements presented here are for the consolidated financial statements of the Group comprising Farmlands Co-operative Society Limited and its controlled entities. Farmlands Co-operative Society Limited is a Society which is incorporated under the Industrial and Provident Societies Act 1908.
These financial statements are authorised for issue by the Board of Directors on 26 October 2018. The Directors have the power to amend these statements once issued.
Statutory
Base
The financial statements have been prepared in accordance with the requirements of the Industrial and Provident Societies Act 1908 and the Financial Markets Conduct Act 2013. The Society and Group are non-exempt entities under the Financial Markets Conduct Act 2013 (FMCA). As the Group reports under the FMCA, Group only financial Statements have been prepared.
Note 2: Summary of Significant Accounting Policies
Basis of Preparation
These annual financial statements of the Group have been prepared in accordance with New Zealand generally accepted accounting practice (GAAP). They comply with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and other applicable Financial Reporting Standards as appropriate for for-profit entities.
These financial statements also comply with International Financial Reporting Standards (IFRS).
These financial statements are presented in New Zealand dollars ($) which is the Society’s functional currency. All financial information presented in New Zealand dollars has been rounded to the nearest thousand.
Measurement Base
The accounting principles recognised as appropriate for the measurement and reporting of financial performance and financial position on a historical cost basis (including the revaluation of certain assets) are followed by the Group.
The following specific accounting policies materially affect the reporting of financial performance and financial position:
(i) Group Financial Statements Basis of Consolidation Accounting Policies
The Group financial statements consolidate the financial statements of subsidiaries.
Subsidiaries are entities that are controlled, either directly or indirectly, by the Group. 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 over the entity. Subsidiaries which form part of the Group are consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.
All material transactions between subsidiaries or between the Group and subsidiaries are eliminated on consolidation. The results of subsidiaries acquired or disposed of during the year are included in the profit or loss from the date of acquisition or up to the date of disposal.
Associates are those entities in which the Group has significant influence, but not control, over their financial and operating policies. Associates are accounted for using the equity method. The consolidated financial statements include the Group’s share of the income and expenses of any such equity accounted investees. The carrying value of equity accounted investees is reviewed where any indicators of impairment are present.
(ii) Foreign Currencies
Monetary assets denominated in foreign currencies at the balance date are translated to New Zealand dollars at the foreign exchange rate ruling at that date. Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at the balance date exchange rate of monetary assets denominated in foreign currencies are recognised in the Income Statement.
(iii)
Revenue Recognition
Revenue comprising the fair value of the consideration received and receivable for goods and services supplied to customers in the ordinary course of business is recognised in the accounting period in which the actual service is provided to the customer and the risks and rewards of ownership have transferred to the customer. These goods include farm merchandise, stock feed, grain and seed, card transactions and fuel. Services include finance and real estate transactions. Agency commissions are recognised in other revenue. Interest earned on bank deposits and loans is recognised using the effective interest method.
(iv) Property, Plant and Equipment
Buildings, Motor Vehicles and Plant and Equipment are stated at historical cost less accumulated depreciation and any impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the assets.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the Income Statement during the financial period in which they are incurred. Residual values and useful lives are reviewed at least annually.
An asset’s carrying amount is written down to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with carrying amount and are included in the Income Statement within other income.
(v) Depreciation
Depreciation is charged so as to expense the cost or valuation of the assets to their expected residual value over their estimated useful lives. Land is not depreciated. Depreciation is calculated using the following rates and methods:
Buildings
33 – 50 years Straight Line
Plant and Equipment 2 – 33 years Straight Line
Motor Vehicles 5 – 14 years Straight Line
Plant and Equipment includes tenant leasehold improvements. Depreciation on leasehold improvements are charged at the lower of the estimated useful life and the initial lease term. Work in progress is depreciated when the asset is placed in service and concurrently placed into one of the three asset categories above.
(vi)
Accounts Receivable
Accounts Receivable are initially recorded at fair value plus transaction costs if any and are subsequently recorded at amortised cost after making an appropriate adjustment for rebate entitlements. Receivables are assessed regularly for any impairment.
Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off. A provision of doubtful receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The criteria that the Group uses to determine that there is objective evidence of an impairment loss includes significant financial difficulty of the debtor or a breach of contract. The amount of the
provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The amount of the provision is recognised in the Income Statement.
Supplier rebates receivable are accrued at balance date based on current period purchases and rates in accordance with supplier contracts. Most of these receivables are received soon after balance date. A proportion of these receivables relate to an annual growth rebate, which is not confirmed until after the suppliers’ period-end. We accrue these based on expected growth rates and pro-rata the amount to the related Farmlands financial period.
(vii)
Loans Receivable
Loans Receivable encompass various residual lending products such as Hire Purchase loans, Term loans and Livestock facilities to a shareholder-only customer base and are financial assets with fixed or determinable payments that are not quoted on an active market. They are recognised at fair value plus transaction costs and subsequently measured at amortised cost using the effective interest method, less provision for impairment. The criteria that the Group uses to determine that there is objective evidence of an impairment loss includes significant financial difficulty of the member or a breach of contract. Collateral is taken, where possible.
(viii)
Other Investments
Other investments comprise unquoted equity security investments. These investments are initially measured at cost and subsequently at cost less impairment. Where the recoverable amount has diminished, the carrying value is written down and the adjustment included in the Income Statement.
(ix) Goods and Services Tax (GST)
The Income Statement and the Statement of Cash Flows have been prepared so all components are stated exclusive of GST. Receivables and payables in the balance sheets are stated inclusive of GST.
(x) Intangible Assets
Goodwill arises on the acquisition of subsidiaries. Goodwill represents the excess of the cost of the acquisition over the Group’s interest in the net fair value of the assets and liabilities of the acquiree. Separately recognised goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed.
Goodwill is allocated to cash generating units for the purpose of impairment testing. The allocation is made to those cashgenerating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose.
Software assets are initially measured at cost and amortised in subsequent years over the periods of expected benefit on a straight line basis. The amortisation periods range from 1 to 10 years. Where the periods of expected benefit or recoverable values have diminished due to technical change or market conditions, amortisation is accelerated or the carrying value is written down.
(xi) Impairment of Non-Financial Assets
Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Goodwill is tested annually for impairment, irrespective of changes in circumstances. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. An impairment loss is recognised for the amount by which the carrying amount exceeds its recoverable amount. Impairment losses are recognised in the Income Statement.
(xii)
Income Tax
The income tax expense recognised for the period comprises current and deferred tax.
Current tax is calculated by reference to the amount of income tax payable calculated using tax laws that are enacted at balance date.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements as per NZ IAS 12. The deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction, other than a business combination, that at the time of the transaction affects neither accounting nor taxable profit or loss.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance date and are expected to apply when the related deferred income tax asset is realised or deferred income tax liability is settled. Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
(xiii)
Inventories
Retail, Feed, Grain and Seed and Lubricant stocks are valued at the lower of cost (determined on weighted average) and the expected net realisable value on a line by line basis. Damaged or obsolete inventory is written down to its net realisable value. The amount of any write down of inventories to net realisable value is recognised as an expense in the period the write down occurs.
(xiv) Operating Leases
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Operating lease payments are charged to the Income Statement on a straight-line basis over the period of the lease.
(xv)
Recognition of Financial Instruments
The Group classifies its financial instruments in the following categories: Loans and receivables and other financial liabilities. Regular purchases and sales of financial assets are recognised on the trade date. Financial instruments are generally recognised at fair value plus transaction costs in the balance sheet and include cash and bank balances, accounts receivable, loan receivables, accounts payable and foreign exchange forward contracts. The particular recognition methods adopted are disclosed in the individual policy statements associated with each item.
(xvi)
Accounts Payable
Accounts Payable represents liabilities for goods and services provided to the Group prior to the end of the financial period which are unpaid. The amounts are unsecured and are usually payable within 30 days of recognition. Accounts Payable are recognised initially at fair value plus transaction costs and subsequently measured at amortised cost using the effective interest method.
(xvii)
Employee Entitlements
Liabilities for salaries and wages, annual leave and long service leave expected to be settled within 12 months of the reporting date are recognised as current liabilities in respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Employee entitlements not expected to be settled within 12 months are measured at the present value of the estimated future out flows and are recognised as non-current liabilities.
(xviii)
Cash and Cash Equivalents
Cash and cash equivalents comprise cash on hand, cash in bank, and investments in money market instruments which are at call and with maturities on inception of less than three months. Bank overdrafts are included as a component of cash and cash equivalents for the purposes of the statement of cash flows.
(xix)
Borrowings
Borrowings are initially recognised at fair value plus transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (plus transaction costs) and the redemption amount is recognised in the Income Statement over the period of the borrowings using the effective interest method.
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 end of the reporting period. 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 drawdown 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 to which it relates. Borrowing costs are expensed as incurred.
(xx) Bonus Rebates to Shareholders
Bonus rebates are recognised as an expense and as a liability at the time the entitlement to the rebate has been approved by the Directors. Shareholders are entitled to a share in this rebate according to their patronage. The bonus rebates are distributed by way of share capital and/or cash at the sole discretion of the Directors.
(xxi)
Share Capital
Ordinary shares are classified as members’ interests as opposed to equity due to the fixed value attributable to each share. There are no incremental costs directly attributable to the issue of new shares and all shares for any member are repayable on demand after confirmation of a request to withdraw from the Society.
(xxii) Loyalty Scheme – Choices Rewards
The Society operates a loyalty programme where points are awarded to members based on their purchasing. The programme allows members to collect points, and exchange them in future periods for vouchers or goods. Members have up to three years to redeem the points after they have been earned. The fair value attributed to the awarded rewards points is deferred as a liability and later recognised as revenue on redemption by members.
(xxiii)
Critical Accounting Estimates and Judgements
Key assumptions concerning the sources of estimation at the reporting date that may have a risk of causing an adjustment to the carrying amounts of assets and liabilities within the next financial year are described in the note to which they relate. These include the agency/principal relationship for revenue recognition, bad debt provisioning, goodwill impairment, accrual for supplier rebates and the net realisable value of inventory. The group bases its assumptions and estimates using historical experience and other factors such as future expectations at the time the financial statements are prepared.
Standards, Interpretations and Amendments to Published Standards
Various standards, amendments and interpretations have been issued in the year ended 30 June 2018. No new standards effective for the current year have a material impact on the financial statements.
Various standards and amendments to existing standards are not yet effective and have not been early adopted by the Group:
• NZ IFRS 9: ‘Financial Instruments’ (Effective date: periods beginning on or after 1 January 2018):
NZ IFRS 9 addresses the classification, measurement and recognition of financial assets and financial liabilities. The complete version of NZ IFRS 9 was issued in September 2014. It replaces the guidance in NZ IAS 39 that relates to the classification and measurement of financial instruments. NZ IFRS 9 retains but simplifies the mixed measurement model and establishes three primary measurement categories for financial assets: amortised cost, fair value through other comprehensive income and fair value through profit or loss. The basis of classification depends on the entity’s business model and the contractual cash flow characteristics of the financial asset. Investments in equity instruments are required to be measured at fair value through profit or loss with the irrevocable option at inception to present changes in fair value in other comprehensive income not recycling. There is now a new expected credit losses model that replaces the incurred loss impairment model used in NZ IAS 39. For financial liabilities, there were no changes to classification and measurement except for the recognition of changes in own credit risk in other comprehensive income, for liabilities designated at fair value through profit or loss. NZ IFRS 9 relaxes the requirements for hedge effectiveness by replacing the bright line hedge effectiveness tests. It requires an economic relationship between the hedged item and hedging instrument and for the ‘hedged ratio’ to be the same as the one management actually use for risk management purposes. Contemporaneous documentation is still required but is different to that currently prepared under NZ IAS 39. The standard is effective for accounting periods beginning on or after 1 January 2018. Early adoption is permitted. The Group intends to adopt NZ IFRS 9 on its effective date and there is a project plan in place to assess the full impact of the standard.
• NZ IFRS 15: ‘Revenue from contracts with customers’ (Effective date: periods beginning on or after 1 January 2018)
NZ IFRS 15 ‘Revenue from Contracts with Customers’ replaces NZ IAS 18 ‘Revenue’ and NZ IAS 11 ‘Construction contracts’ and is effective for annual periods beginning on or after 1 January 2018. NZ IFRS 15 allows a choice of adoption methods: either the full retrospective application or the modified retrospective application. The Group intends to adopt NZ IFRS 15 on its effective date and will, in all likelihood, apply the standard from 1 July 2018 using the full retrospective method.
NZ IFRS 15 is based on the principal that revenue is recognised when a customer obtains control of a good or service and thus has the ability to direct the use and obtain the benefits from the good or service.
During the year-ended 30 June 2018, the Group performed a detailed assessment of NZ IFRS 15 by focussing on the different revenue streams that exist within the business. The following matters are relevant for the Group under NZ IFRS 15;
For card revenue, we have assessed the new criteria under NZ IFRS for determining whether a transaction is undertaken as the principal or as an agent. In moving from a risk and reward model to a control model, we will no longer record our revenues collected on behalf of card partners as principal as we do not obtain sufficient control of inventory. This will have the impact of reducing revenue and operating costs by an equal amount but will have no impact of profit, or opening retained earnings.
For monthly rebates and choices points issued these will no longer be considered a cost of sale but a reduction to the transaction price resulting in a decrease to both revenue and cost of sales but will have no impact on profit or retained earnings.
Payments from suppliers are not considered transactions with a customer under NZ IFRS 15 as they are not for the ordinary output of Farmlands and will no longer be recognised in revenue but a reduction to operating costs.
If the Group had adopted NZ IFRS 15 in the 2017/18 Financial year the impact of the above changes is a reduction in both revenue and operating costs of circa $1.3 billion, with no impact to profit.
• NZ IFRS 16: Leases (Effective date: periods beginning on or after 1 January 2019)
NZ IFRS 16, ‘Leases’, replaces the current guidance in NZ IAS 17. Under NZ IFRS 16, a contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Under NZ IAS 17, a lessee was required to make a distinction between a finance lease (on balance sheet) and an operating lease (off balance sheet). NZ IFRS 16 now requires a lessee to recognise a lease liability reflecting future lease payments and a ‘right-of-use asset’ for virtually all lease contracts. Included is an optional exemption for certain short-term leases and leases of low-value assets; however, this exemption can only be applied by lessees.
The standard is effective for accounting periods beginning on or after 1 January 2019. There is a project plan in place to assess the full impact of the standard.
Note 3: Revenue, Gross Turnover and Other Operating Expenses
Revenue from sales, other income, interest and dividends, as stated above, is determined in accordance with NZ IAS 18 ‘Revenue’.
is comprised as follows:
The Group’s gross turnover represents the total value generated from the sale of goods and services (excluding GST) by the Group as Agent and as Principal in accordance with NZ GAAP, plus revenue from other sources. The Group has disclosed total gross turnover generated as the Directors believe this provides members and other interested parties with an appreciation of the size of the Society’s operations and member activity.
For sales of goods or services under an agency relationship, the recognised revenue is the amount of the commission.
NZ IAS 18 provides guidance on recognition of revenue as either Agent or Principal. An entity is acting as a Principal when it has exposure to the significant risks and rewards associated with the sale of goods or the rendering of services. Features that indicate that an entity is acting as a Principal include:
• the Group has primary responsibility for providing the goods or services to the customer or for fulfilling the order by being responsible for the acceptability of the products or services ordered or purchased by the customer;
• the Group has inventory risk before or after the customer order, during shipping or on return;
• the Group has latitude in establishing prices, either directly or indirectly, for example by providing additional goods or services; and
• the Group bears the customer’s credit risk for the amount receivable from the customer.
An entity is acting as an Agent when it does not have exposure to the significant risks and rewards associated with the sale of goods or the rendering of services. One feature indicating that an entity is acting as an Agent is that the amount the entity earns is predetermined, being either a fixed fee per transaction or a stated percentage of the amount billed to the customer.
With the exception of some goods and services, the Group is exposed to inventory risk, has latitude in establishing prices and bears customer credit risk. On this basis, the Directors have recognised those revenues as Principal. Judgement in determining agency-principal relationship does have an impact on the presentation of income statement, however there is no overall impact on the result of the Group.
Note 4: Income Tax
These temporary differences are recognised in the Statements of
Note 5: Cash Flow Hedge Reserve
This represents the difference between the spot rate and the contract rate on committed foreign exchange purchases outstanding as at balance date.
Note 6: Share Capital Repayable on Demand
All shares rank equally, with one vote attached to each fully paid share. To exercise voting rights the shareholder must have purchased goods or services from the Society during the year preceding the vote. The nominal value of each share is $1.00. Each member is required to subscribe for a minimum of 500 shares. The shareholder may elect to be charged the entire $500 on their first monthly statement; or to be charged $200 on their first monthly statement and then $100 each to their next three monthly statements. No votes attach to the shares until they are fully paid up. Every application for shareholding is subject to final approval of the Society’s Directors, in accordance with the Rules. Under the Rules, the Directors may distribute any surpluses resulting from members’ purchasing or trading activities by way of bonus, bonus shares or otherwise.
A shareholder cannot hold more shares than the amount prescribed by the Minister of Justice by Notice in the Gazette (currently 25,000) and the Directors can set the limit on the shares that can be held lower than this. In the event that the Directors resolve to increase the maximum shareholding, which at 30 June 2018 is 15,000, and if a shareholder objects to the increase the shareholder may withdraw and must be repaid their share capital and any other entitlements within six months of notifying their intention to withdraw.
The general method of share disposal is to surrender the shares to Farmlands. There are different circumstances where shares may be surrendered. These include the shareholder requesting the surrender, or Farmlands may request the shareholder surrender their shares under certain circumstances. The consideration for the shares will be the lesser of the nominal value of the shares on the date of surrender; the amount paid up for the shares; or the amount agreed between the shareholder and the board. The amount of consideration is less any amount owed to Farmlands or any of its related companies.
Where Farmlands has required the surrender of the Shares, the consideration must be paid within three months. If Farmlands has accepted a surrender request, the consideration can either be paid in one sum or in instalments, provided that the full consideration must be paid within 5 years.
Share capital repayable on demand is classified as a liability. Note 17 (iv) provides additional information on Share capital repayable on demand.
Note 7: Bonus Rebate Payable
The directors have provided for a bonus rebate to shareholders of $6.12m (2017 nil).
Note 8: Receivables
Loans receivable are either secured or unsecured Farmlands Term Loans, Hire Purchase Loans or Farmlands Livestock Loans and are to Farmlands Co-operative shareholders. There have been no new loans during 2018.
Interest is charged at 0% to 15.0% per annum for the duration of the loan (2017 7.45% to 16.0%). Loans receivable are carried at amortised cost less any provision for impairment. The loans receivable are typically short term (principally less than 12 months) and therefore the carrying amount is a reasonable approximation of fair value.
Certain loans transferred to Finance Now have been guaranteed by the Group and as such Farmlands hold the credit risk, consequently the Group are required to account for the asset, liability and a provision if any. At balance date, the Group has recognised $644,000 (2017 $720,000) of loans which are guaranteed to Finance Now.
Note 9: Inventories
Inventories comprise retail merchandise in retail branches, grain and seed, stock feed, fuel and lubricants. All inventories are pledged as security to the Society’s bankers. At year end the provision for inventory obsolescence is $450,000 (2017 $400,000).
At balance date, the Group had purchase commitments of $8,900,000 for goods for resale (2017 $8,100,000). To manage price risk associated with future commitments the Group enters into back to back sale commitments. At balance date, the Society has no impairment of future purchase commitments.
Note 10: Other Investments
Other Investments are shareholdings recorded at cost which approximates the fair value of the investment. Other investments comprise shares in the Real Estate Network Limited.
Equity Investment in Farm IQ
During 2018 the Society invested $3.2m to acquire a 30% share in FarmIQ Systems Limited. This investment was made to enable shareholders access to important farm information on favourable terms and assist Farmlands to provide enhanced service offerings to shareholders. The investment is accounted for on an equity accounting basis and the value in the balance sheet reflects movements in the trading position in FarmIQ. At balance date, the carrying value of the investment was $2.5m.
Note 11: Property, Plant and Equipment
Note 12: Intangible Assets
Work in progress software additions includes work to date performed on our business transformation project as commented on in the State of Affairs note in the Directors Report. A further $21,400,000 has been committed at balance date as detailed in Note 16 Commitments.
Impairment Testing
The estimated recoverable amount of goodwill has been determined based on value in use calculations for each component as at 30 June 2018 for all cash generating units which include Operations, Real Estate, Grain, Seed, Feed, and Fuel. The amount allocated to each component is not significant in comparison to the entities total amount of goodwill. These calculations use cash flow projections based on financial budgets and projections prepared by senior management covering a five-year period (cash flow projections for the year ending 30 June 2018 have been approved by the Board). Cash flow projections are derived using past experience, expectations for the future and include external sources of economic and financial data where appropriate.
The key assumptions on which management has based its cash flow projections are; no significant change in the operating environment, regulatory regime, or capital structure except as a result of the economic conditions from 2018 and applying a discount rate of 11.2% (2017 11.2%) to the projections.
Based on the value in use calculations, the carrying amount of the cash generating units to which goodwill has been allocated exceeds its recoverable amount.
Note 13: Bank Borrowings
The overdraft and other bank borrowings from the ASB Bank Limited are secured by a General Security Agreement (GSA) over all assets of the Society with exception to any and all Group Trust Accounts as well as all present and after acquired Accounts Receivable in which Farmlands Fuel Limited has rights. There are no registered mortgages held over the Society’s properties. An all obligations guarantee by Farmlands Real Estate Limited and Farmlands Fuel Limited also comprises a part of the GSA. Interest rates varied from 2.95% to 3.15% per annum for the financial year. The Group has bank borrowing evergreen facilities of no less than one year and no more than five years of $125,000,000 (2017 $125,000,000). There are financial bank covenants relating to assets (refer to Note 18). No breaches in financial bank covenants have occurred in the 2018 financial year (2017 no breaches).
At balance date, current liabilities exceed current assets by $6.3m. The Group has sufficient headroom within its existing bank funding facilities to continue to meet its debts as they fall due. On this basis, the Group continues to apply the going concern assumption.
Note 14: Contingent Assets and Liabilities
There were no contingent assets and liabilities at balance date.
Note 15: Related Party Transactions
Subsidiaries
All subsidiary entities have a balance date of 30 June. All subsidiary entities are incorporated in New Zealand.
The principal activities of the subsidiaries are:
Farmlands Finance Limited
Farmlands Fuel Limited
Farmlands Real Estate Limited
Farmlands Real Estate Property Management Limited
Credit Facility
National Fuel Distribution
Real Estate Services
Property Management Services
All transactions with related parties, including directors and key management personnel are made on normal commercial terms and conditions. No related party debts were forgiven or written off during the year.
Compensation paid or payable to key management personnel as short-term benefits was $5,338,000 (2017 $5,026,000). No termination benefits were paid to key management personnel during the year (2017 $182,000).
Purchase of services from other related parties
The Group has paid $131,020 (2017 $283,000) for services as Company Secretary and other consultancy costs to a related entity of the Society’s Secretary, Polson Higgs. Polson Higgs ceased to be Company Secretary at the end of November 2017. These payments were made on normal commercial terms and the balance outstanding at year end is $2,500 (2017 $500) and is included in Accounts Payable.
Directors Information
The names of the directors of the Society in office during and at the end of the period:
L J C Johnstone (Chairman)
N P Davies-Colley, Whangarei (Chair of the People & Performance Committee)
C J Dennison, Oamaru
M W A Donald, Invercargill (appointed 7 November 2017)
D S Ferraby, Seddon
R J Hewett, Lawrence
D P Jensen, Tauranga
D G McFarlane, Geraldine (retired 7 November 2017)
A M O’Boyle, Masterton (retired 7 November 2017)
W J Parker, Rotorua (appointed 7 November 2017)
P Wilson, Otaki, Independent (Chair of the Audit & Risk Management Committee)
J A Bohnenn, Rangiora, Independent (appointed 1 August 2017)
All directors are ordinarily resident in New Zealand.
689,014
Directors’ Insurance
Farmlands Co-operative Society Limited and its subsidiaries have arranged policies of directors’ liability insurance.
Directors’ Benefits
No director of the Society has, since the end of the previous financial year, received or become entitled to receive a benefit (other than a benefit included in the total emoluments received or due and receivable by directors shown in the Group financial statements) other than normal rebates received by them as shareholders as a result of trading with the Society in the same manner as all other shareholders.
Use of Information
There were no notices from directors of the Society requesting to use Society information received in their capacity as directors which would not otherwise have been available to them.
Note 16: Commitments
These leases are for the Group’s premises, motor vehicles and office equipment. The leases have varying terms, and renewal rights.
The Society has committed to a major transformation project at an estimated cost of $90,000,000 over three years of which $32,000,000 has been incurred during the year ($18,000,000 incurred in 2017). This project includes the replacement of legacy IT systems and scalable enhancements that will provide significantly enhanced information to better manage the business and improve business performance. The project’s major components will be deployed during the 2019 year. As disclosed above the legal commitment at balance date is $21,400,000 which represents the scope of work with Microsoft less actual spend to date (2017 $18,000,000). Funding for the project is provided within existing banking arrangements.
Note 17: Financial Risk Management
The Group’s activities expose it to a variety of financial risks including market risk, credit risk, and liquidity risk.
(i) Market Risk
The Directors are of the opinion that the Group’s exposure to market risk at balance date is defined as:
Risk Factor Description Sensitivity
(a) Currency risk No significant assets are denominated in overseas currencies Immaterial
(b) Interest rate risk Exposure to changes in interest rates of loans receivable and bank borrowings as below
(c) Other price risk No securities are bought, sold or trade nil
(ii)
Interest Rate Risk
The short-term deposits are at the ruling overnight rate and mature within one month. The interest rate on the Group’s deposits average 1.5% (2017 1.5%). Interest rates on current borrowings can be reviewed at the lender’s discretion. Interest rates on bank borrowings are managed by maximising bank loan facilities (with lower interest rates) and minimising the use of the bank overdraft facility (which has a higher interest rate).
A 1.00% (100bps) increase or decrease in Bank interest rates throughout the financial year would have reduced/increased the profit before tax by $598,000 (2017 $702,000).
(iii)
Credit Risk
Financial assets which potentially subject the Group to concentrations of credit risk consist principally of cash, trade receivables and loan receivables. Sales to members are a large component of the Group’s credit risk. The maximum exposure to credit risk is equivalent to the carrying values in the balance sheet plus guarantees to the maximum amount that can be called.
The Group’s cash and cash equivalents are only placed with registered banking institutions. Trade receivables and loan receivables are presented net of the allowance for estimated doubtful receivables. Concentration of credit risk with respect to trade receivables is limited due to the large number of customers comprising the Group’s customer base and their dispersion across different industries and geographical areas. Accordingly, the directors believe the Group has no significant concentration of credit risk. The amount that represents the maximum exposure to credit risk for a single debtor at 30 June 2018 is a trade customer of $1,250,000 (this has subsequently been received) (2017 $1,014,000). There is no collateral held relating to this trade customer.
At 30 June 2018 past due accounts receivable and loans, excluding impaired receivables, were $8,333,000 (2017 $8,955,000) which are amounts that are overdue from the normal due date of payment by the debtor. Collateral in respect of the debts is with registered securities on the Personal Property Securities Register on the past due accounts receivable for a portion of these debts.
Other collateral types include mortgages, charges over plant and equipment and livestock. Secured collateral totals $1,470,000 (2017 $4,436,000) with the remaining balance of trade and loan receivables being unsecured. To mitigate credit risk the Group has the ability to offset any member’s impaired receivable balance against the member’s interest payable on demand.
Trade and loan receivables that are impaired at 30 June 2018 were $1,911,000 (2017 $2,924,000) and are impaired because the amounts are significantly overdue. The provision for doubtful debts substantially provides for potential losses on these receivables.
(iv) Liquidity Risk
Liquidity risk is the risk that the Group may encounter difficulty in raising funds at short notice to meet its commitments as they fall due. Management maintains sufficient cash and marketable securities and the availability of funding through an adequate amount of committed revolving credit facilities.
The non-discounted contractual cash flows are as follows:
30 June 2018
30 June 2017
Share Capital Repayable on Demand includes the Bonus Rebate Applied to Share Capital.
Share Capital Repayable on Demand is at call as any member who ceases to transact business through or with the Society and applies to the Board for the approval to surrender their shares in the Society is entitled to receive a return of the shares and any other entitlements within three months from the date of notifying the Society of their intention to surrender their shares. As set out in Note 6, the Board has the authority to refuse to give its approval to the surrender where the payment will detrimentally affect the financial position of the Society and affect its ongoing trading position. The Board has never invoked this provision, and for the foreseeable future expects that the share capital of the Society can be maintained through new shareholders and the capitalisation of bonus rebates.
(v) Fair Values
The carrying amount of all assets and liabilities approximate their fair values. The notional amounts of foreign exchange instruments outstanding at balance date are $4,991,000 (2017 $8,208,000). These contracts are forward contracts for future purchase commitments and have a value based on the spot rates at 30 June 2018 of $5,050,000 (2017 $8,114,000). The derivative financial instruments qualify for hedge accounting, and the movement in fair value of gain of $48,000 before tax (2017 $221,000 gain) are accounted for through the Statement of Other Comprehensive Income.
Note 18: Management of Capital
The objectives of the Society when managing capital are to safeguard the Society’s ability to continue as a going concern so it can continue to provide competition for products and services in the rural sector and to maintain a strong capital base to support the development of its business.
The Society meets its objectives through a mix of members’ funds comprising share capital and retained earnings and reserves, and facilities provided by its Bank. The ability to maintain members’ funds is set out on the previous page under liquidity risk in Note 17.
The facilities provided by the Bank carry certain covenants. The Society is compliant with all financial covenants. The financial covenants include: the Society’s aggregate book value of trade receivables less receivables held on trust and stock, divided by the total borrowings is to be greater than 2.0 at all times; earnings before interest, tax, depreciation and amortisation divided by the net interest expense is to be greater than 2.0 times at all times. The Guaranteeing Group (Society, Fuel and Real Estate) must maintain 90% of the total earnings before interest, tax, depreciation and amortisation and 90% of total assets of the Group.
The reporting covenants are: monthly management accounts and signed covenant certificates are to be provided to the Bank within 60 days of the end of the month; Consolidated Group budgets for the ensuing year to be provided no later than 30 days of the commencement of the financial year; and audited annual accounts to be provided to the Bank within 120 days of balance date.
Note 19: Imputation Credit Memorandum Account
The Society may attach imputation credits to dividends paid or bonus shares issued which represent the tax already paid by the Society on profits. New Zealand resident members may claim a tax credit to the value of the imputation credit attached to dividends.
Note 20: Reconciliation of Changes in Retained Earnings
to Members to Cash Flow from Operating Activities:
Note 21: Categories of Financial Assets and Liabilities
Note 22: Events subsequent to balance date
There were no events subsequent to balance date.
Society Particulars
REGISTERED OFFICE IN NEW ZEALAND
535 Wairakei Road, Burnside, Christchurch Telephone 0800 278 583
SHARE AND LOAN SECURITY REGISTERS
535 Wairakei Road, Burnside, Christchurch Telephone 0800 278 583
AUDITORS
PricewaterhouseCoopers Level 4, 60 Cashel Street, Christchurch
BANKERS
ASB Bank
12 Jellicoe Street, Auckland
Bank of New Zealand Riccarton Road, Christchurch
SOCIETY SECRETARY
Catherine Walker Farmlands, Christchurch
SOLICITORS
Anderson Lloyd
Cnr Princes Street & Moray Place, Dunedin
SUBSIDIARY – Farmlands Finance Limited
Directors:
K R Cooney, executive (appointed 29 June 2018)
N P Davies-Colley, non-executive (retired 29 June 2018)
A J van der Hoorn, executive (retired 29 June 2018)
SUBSIDIARY – Farmlands Fuel Limited
Directors:
K R Cooney, executive (appointed 29 June 2018)
D G McFarlane, non-executive (retired 7 November 2017)
L J C Johnstone, non-executive (retired 29 June 2018)
R J Hewett, non-executive (retired 29 June 2018)
SUBSIDIARY – Farmlands Real Estate Ltd
Directors:
A K Horsbrugh, executive (appointed 3 May 2017)
I G Moore, executive (appointed 5 October 2017)
C Leen, executive (retired 1 December 2017)
SUBSIDIARY – Farmlands Real Estate Property Management Ltd
Directors:
I G Moore, executive (appointed 5 October 2017)
A K Horsbrugh, executive (appointed 3 May 2017)
C Leen, executive (retired 1 December 2017)
SUBSIDIARY – CRT Limited (non-trading)
Directors:
K R Cooney, executive (appointed 23 March 2018)
DIRECTORS
L J C Johnstone, Pukekohe (Chairman)
N P Davies-Colley, Whangarei (Chair of People & Performance Committee)
C J Dennison, Oamaru
M W A Donald, Invercargill (appointed 7 November 2017)
D S Ferraby, Seddon
R J Hewett, Lawrence
D P Jensen, Tauranga
D G McFarlane, Geraldine (retired 7 November 2017)
A M O’Boyle, Masterton (retired 7 November 2017)
W J Parker, Rotorua (appointed 7 November 2017)
P D Wilson, Otaki, Independent (Chairman of the Audit & Risk Management Committee)
J A Bohnenn, Rangiora, Independent (appointed 1 August 2017)
EXECUTIVES
Chief Executive Officer
Chief Financial Officer
Director of Agri Products and Services
Director of Group Development
Director of Marketing
Director of People and Safety
Director of Strategy and Communication
Director of Technology
General Manager of Card
General Manager of Fuel
General Manager of Operations
General Manager of Sales
Peter Reidie
Kevin Cooney (appointed 27 February 2018)
Andrew Horsbrugh
Tony van der Hoorn (resigned, effective 28 September 2018)
Jess Strange
Ruth Knewstubb
Colm Hamrogue (resigned, effective 16 November 2018)
Matt McGrath (acting)
Jaimie McNabb (resigned, effective 31 January 2019)
Mark McHardy
Malcolm Scrymgeour
Neal Shaw (resigned, effective 31 August 2018)
Independent auditor’s report
To the members of Farmlands Co-operative Society Limited
The consolidated financial statements comprise:
• the balance sheet as at 30 June 2018;
• the income statement for the year then ended;
• the statement of comprehensive income for the year then ended;
• the statement of changes in equity and members’ interests for the year then ended;
• the statement of cash flows for the year then ended; and
• the notes to the consolidated financial statements, which include a summary of significant accounting policies.
Our opinion
In our opinion, the consolidated financial statements of Farmlands Co-operative Society Limited (the Society), including its subsidiaries (the Group), present fairly, in all material respects, the financial position of the Society as at 30 June 2018, its financial performance and its cash flows for the year then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs NZ) and International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised) Code of Ethics for Assurance Practitioners (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Our firm carries out other services for the Group in the areas of trust audit services, treasury advisory services, financial analysis services, accounting consultancy services, and taxation advisory services. The provision of these other services has not impaired our independence as auditor of the Society.
Information
other than the financial statements and auditor’s report
The Directors are responsible for the annual report. Our opinion on the consolidated financial statements does not cover the other information included in the annual report and we do not, express any form of assurance conclusion on the other information.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the consolidated financial statements
The Directors are responsible, on behalf of the Society, for the preparation and fair presentation of the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the Directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements, as a whole, are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs NZ and ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
A further description of our responsibilities for the audit of the financial statements is located at the External Reporting Board’s website at: https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-5/ This description forms part of our auditor’s report.
Who we report to
This report is made solely to the Society’s members, as a body. Our audit work has been undertaken so that we might state those matters which we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Society and the Society’s members, as a body, for our audit work, for this report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Robert Harris.
For and on behalf of:
Chartered Accountants
26 October 2018
Christchurch
PricewaterhouseCoopers, PwC Centre, Level 4, 60 Cashel Street, Christchurch Central, PO Box 13244, Christchurch 8141, New Zealand T: +64 3 374 3000, F: +64 3 374 3001, pwc.co.nz
As part of our commitment to sustainability this Annual Report is printed on recycled paper.