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<strong>Apata</strong> <strong>Limited</strong> <strong>and</strong> <strong>Group</strong><br />

Financial Statements for the year ended 31 March 2008<br />

apata (annual report 2007/08)<br />

25


apata (annual report 2007/08)<br />

26<br />

Financial statements index<br />

<strong>Apata</strong> <strong>Limited</strong> <strong>and</strong> <strong>Group</strong> :<br />

2007/08 fi nancial statements<br />

The directors are pleased to present the fi nancial statements of <strong>Apata</strong> <strong>Limited</strong> <strong>and</strong> <strong>Group</strong> for the year ended 31 March 2008.<br />

For <strong>and</strong> on behalf of the Board of Directors:<br />

D J Goodwin - Chairman P R O’Brien - Director<br />

17 July 2008 17 July 2008<br />

Balance sheet 27<br />

Income statement 27<br />

Statement of recognised income <strong>and</strong> expense 28<br />

Statement of cash fl ows 28<br />

Notes to the fi nancial statements 29<br />

Auditors’ report 44<br />

Statutory information 45


Balance sheet<br />

As at 31 March 2008<br />

Income statement<br />

Year ended 31 March 2008<br />

Note 2008 <strong>Group</strong> 2008 Company 2007 <strong>Group</strong> 2007 Company<br />

Revenue from services provided 30,991,691 30,058,418 22,348,005 21,542,833<br />

Revenue from goods sold 10,315,327 10,315,327 9,340,730 9,339,027<br />

Total revenue 41,307,018 40,373,745 31,688,735 30,881,860<br />

Other income 5 - - 67,666 67,666<br />

Expenses 6 (38,587,444) (37,669,110) (29,428,873) (28,635,462)<br />

Results from operating activities 2,719,574 2,704,635 2,327,528 2,314,064<br />

Finance income 7 231,167 190,878 231,563 193,263<br />

Finance expenses 7 (616,711) (616,711) (309,752) (309,752)<br />

Net finance cost 7 (385,544) (425,833) (78,189) (116,489)<br />

Profit before income tax 2,334,030 2,278,802 2,249,339 2,197,575<br />

Income tax expense 8 (782,818) (764,593) (752,895) (735,813)<br />

Profit for the year 1,551,212 1,514,209 1,496,444 1,461,762<br />

The notes on pages 29 to 43 are an integral part of these financial statements.<br />

Note 2008 <strong>Group</strong> 2008 Company 2007 <strong>Group</strong> 2007 Company<br />

Assets<br />

Property, plant <strong>and</strong> equipment 9 13,343,692 13,343,692 11,890,810 11,890,810<br />

Deferred tax assets 14 37,359 37,359 – –<br />

Investments 10 130,632 130,732 63,078 63,178<br />

Total non-current assets 13,511,683 13,511,783 11,953,888 11,953,988<br />

Inventories 11 2,289,474 2,289,474 1,836,708 1,836,708<br />

Trade <strong>and</strong> other receivables 12 3,362,433 3,209,270 1,110,120 1,471,929<br />

Cash <strong>and</strong> cash equivalents 13 1,073,290 845,194 1,035,717 434,121<br />

Current tax assets – – 65,721 65,450<br />

Total current assets 6,725,197 6,343,938 4,048,266 3,808,208<br />

Total assets 20,236,880 19,855,721 16,002,154 15,762,196<br />

Equity<br />

Paid in share capital 15 5,466,006 5,466,006 5,390,216 5,390,216<br />

Reserves 15 171,668 171,668 140,204 140,204<br />

Retained earnings 15 3,486,467 3,325,621 2,686,114 2,562,271<br />

Total equity 9,124,141 8,963,295 8,216,534 8,092,691<br />

Liabilities<br />

Loans <strong>and</strong> borrowings 16 5,900,000 5,900,000 3,200,000 3,200,000<br />

Deferred tax liabilities 14 – – 71,122 71,122<br />

Total non-current liabilities 5,900,000 5,900,000 3,271,122 3,271,122<br />

Employee benefits 17 598,325 598,325 279,828 279,828<br />

Trade <strong>and</strong> other payables 18 4,567,853 4,347,180 4,234,670 4,118,555<br />

Current tax liabilities 15,189 15,549 – –<br />

Derivatives 31,372 31,372 – –<br />

Total current liabilities 5,212,739 4,992,426 4,514,498 4,398,383<br />

Total liabilities 11,112,739 10,892,426 7,785,620 7,669,505<br />

Total equity <strong>and</strong> liabilities 20,236,880 19,855,721 16,002,154 15,762,196<br />

The notes on pages 29 to 43 are an integral part of these financial statements.<br />

apata (annual report 2007/08)<br />

27


apata (annual report 2007/08)<br />

28<br />

Statement of recognised income <strong>and</strong> expense<br />

Year ended 31 March 2008<br />

Statement of cash flows<br />

Year ended 31 March 2008<br />

Note 2008 <strong>Group</strong> 2008 Company 2007 <strong>Group</strong> 2007 Company<br />

Cash flows from operating activities<br />

Cash receipts from customers 39,690,319 39,042,933 32,814,831 31,665,130<br />

Cash paid to suppliers <strong>and</strong> employees (36,063,565) (35,020,703) (28,415,502) (27,762,039)<br />

Dividend received 32,175 32,175 20,122 20,122<br />

Interest received 198,938 158,649 210,131 171,831<br />

Interest paid (569,825) (569,825) (320,965) (320,965)<br />

Income tax paid 8 (810,387) (792,074) (898,147) (881,003)<br />

Net cash from operating activities 23 2,477,655 2,851,155 3,410,470 2,893,076<br />

Cash flows from investing activities<br />

Proceeds from sale of property, plant <strong>and</strong> equipment 9,500 9,500 67,666 67,666<br />

Acquisition of property, plant <strong>and</strong> equipment (4,438,477) (4,438,477) (2,080,312) (2,080,312)<br />

Acquisition of investments 10 (67,500) (67,500) – –<br />

Net cash from/(used in) investing activities (4,496,477) (4,496,477) (2,012,646) (2,012,646)<br />

Cash flows from financing activities<br />

Treasury stock purchased 15 (374,405) (374,405) (377,221) (377,221)<br />

Proceeds from sale of treasury stock 15 481,251 481,251 444,059 444,059<br />

Proceeds from issue of share capital 15 408 408 5,309 5,309<br />

Proceeds from borrowing 16 3,700,000 3,700,000 – –<br />

Repayment of borrowings 16 (1,000,000) (1,000,000) (600,000) (600,000)<br />

Dividends paid 15 (750,859) (750,859) (693,615) (693,615)<br />

Net cash from/(used in) financing activities 2,056,395 2,056,395 (1,221,468) (1,221,468)<br />

Net increase / (decrease) in cash <strong>and</strong> cash equivalents 37,573 411,073 176,356 (341,038)<br />

Cash <strong>and</strong> cash equivalents at 1 April 1,035,717 434,121 859,361 775,159<br />

Cash <strong>and</strong> cash equivalents at 31 March 13 1,073,290 845,194 1,035,717 434,121<br />

The notes on pages 29 to 43 are an integral part of these financial statements.<br />

Note 2008 <strong>Group</strong> 2008 Company 2007 <strong>Group</strong> 2007 Company<br />

Profit for the year 1,551,212 1,514,209 1,496,444 1,461,762<br />

Total recognised income <strong>and</strong> expense for the year 1,551,212 1,514,209 1,496,444 1,461,762<br />

The notes on pages 29 to 43 are an integral part of these financial statements.


Notes to the financial statements (year ended 31 March 2008)<br />

Note 1 : Reporting entity<br />

<strong>Apata</strong> <strong>Limited</strong> (the “<strong>Group</strong>”) is a <strong>Group</strong> domiciled in New<br />

Zeal<strong>and</strong>, registered under the Companies Act 1993. The <strong>Group</strong><br />

is an issuer in terms of the Financial Reporting Act 1993.<br />

Note 2 : Basis of preparation<br />

(a) Statement of compliance<br />

The financial statements have been prepared in accordance<br />

with New Zeal<strong>and</strong> Generally Accepted Accounting Practice<br />

(“NZ GAAP”). The financial statements comply with New<br />

Zeal<strong>and</strong> Equivalents to International Financial Reporting<br />

St<strong>and</strong>ards (“NZ IFRS”), <strong>and</strong> other applicable Financial<br />

Reporting St<strong>and</strong>ards, as appropriate for profit–oriented<br />

entities. Compliance with NZ IFRS ensures that the<br />

financial statements also comply with International Financial<br />

Reporting St<strong>and</strong>ards (“IFRS”). The financial statements<br />

are the <strong>Group</strong>’s first NZ IFRS financial statements <strong>and</strong> NZ<br />

IFRS 1 First Time Adoption of New Zeal<strong>and</strong> Equivalents<br />

to International Reporting St<strong>and</strong>ards has been applied.<br />

The financial statements were approved by the Board of<br />

Directors on 17 July 2008.<br />

(b) Basis of measurement<br />

The financial statements have been prepared on the historical<br />

cost basis except for certain items recognised at fair value<br />

discussed further in note 4.<br />

(c) Functional <strong>and</strong> presentation currency<br />

These financial statements are presented in New Zeal<strong>and</strong><br />

dollars ($) rounded to the nearest dollar, which is the <strong>Group</strong>’s<br />

functional currency.<br />

Note 3 : Significant accounting policies<br />

The financial statements presented are those of <strong>Apata</strong> <strong>Limited</strong> <strong>and</strong><br />

its wholly owned subsidiary (collectively “the <strong>Group</strong>”) as at <strong>and</strong> for<br />

the year ended 31 March 2008. The <strong>Group</strong> is primarily involved in<br />

the packing <strong>and</strong> coolstorage of kiwifruit <strong>and</strong> avocados.<br />

(d) Use of estimates <strong>and</strong> judgements<br />

The preparation of financial statements requires management<br />

to make judgements, estimates <strong>and</strong> assumptions that affect<br />

the application of accounting policies <strong>and</strong> the reported<br />

amounts of assets, liabilities, income <strong>and</strong> expenses. Actual<br />

results may differ from these estimates.<br />

Estimates <strong>and</strong> underlying assumptions are reviewed on<br />

an ongoing basis. Revisions to accounting estimates are<br />

recognised in the period in which the estimate is revised<br />

<strong>and</strong> in any future periods affected. In particular, information<br />

about significant areas of estimation uncertainty in applying<br />

accounting policies that have the most significant effect<br />

on the amount recognised in the financial statements are<br />

described in the following notes:<br />

– Note 4 – valuation of financial instruments<br />

– Note 12 – other trade receivables<br />

Management have made judgements in relation to the<br />

application of NZ IFRS. These are set out in note 26 to the<br />

financial statements.<br />

The accounting policies set out below have been applied consistently to all years presented in these financial statements, including in<br />

the preparation of the opening NZ IFRS balance sheet at 1 April 2006 for the purpose of transition to NZ IFRS.<br />

a) Basis of consolidation<br />

(i) Subsidiaries<br />

Subsidiaries are entities controlled by the <strong>Group</strong>.<br />

Control exists when the <strong>Group</strong> has the power to govern<br />

the financial <strong>and</strong> operating policies of an entity so as to<br />

obtain benefits from its activities. In assessing control,<br />

potential voting rights that presently are exercisable<br />

are taken into account. The financial statements of<br />

subsidiaries are included in the consolidated financial<br />

statements from the date that control commences until<br />

the date that control ceases.<br />

(ii) Transactions eliminated on consolidation<br />

Intra–group balances, transactions <strong>and</strong> any unrealised<br />

income <strong>and</strong> expenses arising from intra–group transactions,<br />

are eliminated in preparing the consolidated financial<br />

statements. Unrealised gains arising from transactions<br />

with equity accounted investees are eliminated to the<br />

extent of the <strong>Group</strong>’s interest in the entity.<br />

(iii) Business combinations<br />

The purchase method of accounting is used to account for<br />

all business combinations, including business combinations<br />

involving entities or businesses under common control,<br />

regardless of whether equity instruments or other assets<br />

are acquired. Cost is measured as the fair value of the<br />

assets given <strong>and</strong> shares issued at the date of exchange<br />

plus costs directly attributable to the acquisition. Where<br />

equity instruments are issued in an acquisition, these are<br />

measured at the fair value.<br />

Identifiable assets acquired <strong>and</strong> liabilities <strong>and</strong> contingent<br />

liabilities assumed in a business combination are<br />

measured initially at their fair values at the acquisition<br />

date. The excess of the cost of acquisition over the fair<br />

value of the identifiable net assets acquired is recorded<br />

as goodwill. If the cost of acquisition is less than the<br />

fair value of the identifiable net assets of the subsidiary<br />

acquired, the difference is recognised directly in the<br />

income statement.<br />

apata (annual report 2007/08)<br />

29


Notes to the financial statements (year ended 31 March 2008)<br />

apata (annual report 2007/08)<br />

30<br />

(b) Financial instruments<br />

The <strong>Group</strong> classifies its financial instruments in the following<br />

categories: fair value through profit <strong>and</strong> loss, available for sale,<br />

loans <strong>and</strong> receivables <strong>and</strong> other. The classification depends<br />

on the purpose for which the instruments were acquired.<br />

Management determines the classification at initial recognition<br />

<strong>and</strong> re–evaluates this designation at each reporting date.<br />

(i) Non-derivative financial instruments<br />

Non–derivative financial instruments comprise<br />

investments in equity securities, trade <strong>and</strong> other<br />

receivables, cash <strong>and</strong> cash equivalents, loans <strong>and</strong><br />

borrowings, <strong>and</strong> trade <strong>and</strong> other payables.<br />

Cash <strong>and</strong> cash equivalents comprise cash balances <strong>and</strong> call<br />

deposits. Bank overdrafts that are repayable on dem<strong>and</strong><br />

<strong>and</strong> form an integral part of the <strong>Group</strong>’s cash management<br />

are included as a component of cash <strong>and</strong> cash equivalents<br />

for the purpose of the statement of cash flows.<br />

Accounting for finance income <strong>and</strong> expense is discussed<br />

in note 3(k).<br />

Non–derivative financial instruments are recognised<br />

initially at fair value. Subsequent to initial recognition<br />

non–derivative financial instruments are measured as<br />

described below.<br />

Available–for–sale financial assets<br />

The <strong>Group</strong>’s investments in equity securities are classified<br />

as available–for–sale financial assets. Subsequent to<br />

initial recognition, they are measured at fair value <strong>and</strong><br />

the changes therein are recognised directly in equity.<br />

When an investment is derecognised, the cumulative<br />

gain or loss in equity is transferred to profit <strong>and</strong> loss.<br />

Where there is no active market for the equity instrument<br />

<strong>and</strong> their fair value cannot be reliably measured, the<br />

instrument is measured at cost.<br />

Other<br />

Other non–derivative financial instruments are measured<br />

at amortised cost using the effective interest method,<br />

less any impairment losses.<br />

Trade <strong>and</strong> other receivables<br />

Trade <strong>and</strong> other receivables are stated at their cost less<br />

impairment losses.<br />

Loans <strong>and</strong> borrowings<br />

Loans <strong>and</strong> borrowings are classified as other non–<br />

derivative financial instruments.<br />

Trade <strong>and</strong> other payables<br />

Trade <strong>and</strong> other payables are stated at cost.<br />

(ii) Derivative financial instruments<br />

The <strong>Group</strong> uses derivative financial instruments to hedge<br />

its exposure to interest rate risks arising from financing<br />

activities. The <strong>Group</strong> does not hold or issue derivative<br />

financial instruments for trading purposes. However,<br />

derivatives are accounted for as trading instruments.<br />

Derivative financial instruments are recognised initially at<br />

fair value <strong>and</strong> transaction costs are expensed immediately.<br />

Subsequent to initial recognition, derivative financial<br />

instruments are stated at fair value. The gain or loss on<br />

remeasurement to fair value is recognised immediately<br />

in the income statement.<br />

(c) Share capital<br />

Share capital is classified as equity as it is redeemable only at the<br />

Company’s option, <strong>and</strong> dividends are discretionary. Dividends<br />

thereon are recognised as distributions within equity.<br />

When share capital recognised as equity is repurchased,<br />

the amount of the consideration paid, including directly<br />

attributable costs, is recognised as a deduction from equity.<br />

Repurchased shares are classified as treasury shares <strong>and</strong> are<br />

presented as a deduction from paid in share capital.<br />

(d) Property, plant <strong>and</strong> equipment<br />

(i) Recognition <strong>and</strong> measurement<br />

Items of property, plant <strong>and</strong> equipment are<br />

measured at cost less accumulated depreciation <strong>and</strong><br />

impairment losses.<br />

Cost includes expenditures that are directly attributable to<br />

the acquisition of the asset. The cost of self–constructed<br />

assets includes the cost of materials <strong>and</strong> direct labour,<br />

any other costs directly attributable to bringing the asset<br />

to a working condition for its intended use, <strong>and</strong> the costs<br />

of dismantling <strong>and</strong> removing the items <strong>and</strong> restoring the<br />

site on which they are located. Purchased software that<br />

is integral to the functionality of the related equipment<br />

is capitalised as part of that equipment.<br />

When parts of an item of property, plant <strong>and</strong> equipment<br />

have different useful lives, they are accounted for as<br />

separate items (major components) of property, plant<br />

<strong>and</strong> equipment.<br />

(ii) Subsequent costs<br />

The cost of replacing part of an item of property, plant<br />

<strong>and</strong> equipment is recognised in the carrying amount<br />

of the item if it is probable that the future economic<br />

benefits embodied within the part will flow to the <strong>Group</strong><br />

<strong>and</strong> its cost can be measured reliably. The costs of the<br />

day–to–day servicing of property, plant <strong>and</strong> equipment<br />

are recognised in the income statement as incurred.<br />

(iii) Depreciation<br />

Depreciation is recognised in the income statement on<br />

a straight–line basis over the estimated useful life for<br />

buildings <strong>and</strong> on diminishing value over the estimated<br />

useful lives for all other items. L<strong>and</strong> is not depreciated.<br />

The estimated useful lives for the current <strong>and</strong> comparative<br />

years are as follows:<br />

– buildings 10 - 50 years<br />

– plant <strong>and</strong> equipment 5 – 15 years<br />

– vehicles 5 – 15 years<br />

– office equipment <strong>and</strong> furniture 3 – 20 years<br />

Depreciation methods, useful lives <strong>and</strong> residual values<br />

are reassessed at each reporting date.


(e) Leased assets<br />

Leases in terms of which the <strong>Group</strong> assumes substantially all<br />

the risks <strong>and</strong> rewards of ownership are classified as finance<br />

leases. Upon initial recognition the leased asset is measured<br />

at an amount equal to the lower of its fair value <strong>and</strong> the<br />

present value of the minimum lease payments. Subsequent<br />

to initial recognition, the asset is accounted for in accordance<br />

with the accounting policy applicable to that asset.<br />

Other leases are operating leases <strong>and</strong> the leased assets are<br />

not recognised on the <strong>Group</strong>’s balance sheet.<br />

(f) Inventories<br />

Inventories are measured at the lower of cost <strong>and</strong> net<br />

realisable value. The cost of inventories is based on the first–<br />

in first–out principle, <strong>and</strong> includes expenditure incurred in<br />

acquiring the inventories <strong>and</strong> bringing them to their existing<br />

location <strong>and</strong> condition. Net realisable value is the estimated<br />

selling price in the ordinary course of business, less the<br />

estimated costs of completion <strong>and</strong> selling expenses.<br />

(g) Employee Benefits<br />

(i) Short-term benefits<br />

Short–term employee benefit obligations are measured<br />

on an undiscounted basis <strong>and</strong> are expensed as the<br />

related service is provided.<br />

(h) Impairment<br />

The carrying amounts of the <strong>Group</strong>’s assets are reviewed<br />

at each reporting date to determine whether there is any<br />

objective evidence of impairment.<br />

An impairment loss is recognised whenever the carrying<br />

amount of an asset exceeds its recoverable amount.<br />

Impairment losses directly reduce the carrying amount of<br />

assets <strong>and</strong> are recognised in the income statement.<br />

(i) Impairment of trade & other receivables<br />

The recoverable amount of the <strong>Group</strong>’s receivables<br />

carried at amortised cost is calculated as the present value<br />

of estimated future cash flows, discounted at the original<br />

effective interest rate (i.e., the effective interest rate<br />

computed at initial recognition of these financial assets).<br />

Receivables with a short duration are not discounted.<br />

Impairment losses on an individual basis are determined<br />

by an evaluation of the exposures on an instrument by<br />

instrument basis. All individual instruments that are<br />

considered significant are subject to this approach.<br />

(ii) Non-financial assets<br />

The carrying amounts of the <strong>Group</strong>’s non–financial<br />

assets, other than inventories <strong>and</strong> deferred tax assets, are<br />

reviewed at each reporting date to determine whether<br />

there is any indication of impairment. If any such indication<br />

exists then the asset’s recoverable amount is estimated.<br />

The recoverable amount of an asset is the greater of<br />

its value in use <strong>and</strong> its fair value less costs to sell. In<br />

assessing value in use, the estimated future cash flows<br />

are discounted to their present value using a discount<br />

rate that reflects current market assessments of the time<br />

value of money <strong>and</strong> the risks specific to the asset.<br />

Impairment losses recognised in prior periods are<br />

assessed at each reporting date for any indications<br />

that the loss has decreased or no longer exists. An<br />

impairment loss is reversed if there has been a change<br />

in the estimates used to determine the recoverable<br />

amount. An impairment loss is reversed only to the<br />

extent that the asset’s carrying amount does not exceed<br />

the carrying amount that would have been determined,<br />

net of depreciation or amortisation, if no impairment<br />

loss had been recognised.<br />

(i) Revenue<br />

(i) Services<br />

Revenue from services rendered is recognised in<br />

the income statement in proportion to the stage of<br />

completion of the transaction at each reporting date.<br />

(ii) Goods sold<br />

Revenue from the sale of goods is measured at the fair<br />

value of the consideration received or receivable, net of<br />

returns <strong>and</strong> allowances. Revenue is recognised when<br />

the significant risks <strong>and</strong> rewards of ownership have been<br />

transferred to the buyer, recovery of the consideration<br />

is probable, the associated costs <strong>and</strong> possible return<br />

of goods can be estimated reliably, <strong>and</strong> there is no<br />

continuing management involvement with the goods.<br />

(iii) Agency relationship<br />

When the <strong>Group</strong> acts in the capacity of an agent rather<br />

than as the principal in a transaction, the revenue<br />

recognised is the net amount receivable from services<br />

provided by the <strong>Group</strong>.<br />

<strong>Apata</strong> Suppliers <strong>Limited</strong> has the ultimate contract to<br />

supply Zespri with kiwifruit. <strong>Apata</strong> Suppliers <strong>Limited</strong> also<br />

arrange the logistics services <strong>and</strong> receive revenue for this<br />

service performed on behalf of growers (via SouthLink<br />

<strong>Limited</strong>). On the basis that <strong>Apata</strong> Suppliers <strong>Limited</strong><br />

is acting only as agent, <strong>and</strong> not owner of the fruit, the<br />

receipts <strong>and</strong> payments are not reflected as revenue <strong>and</strong><br />

expenses, <strong>and</strong> instead treated as ‘pass–through’ money,<br />

having no impact on financial performance. Accordingly<br />

those receipts in respect of payments to growers are<br />

excluded from the income statement <strong>and</strong> the statement<br />

of cash flows.<br />

(j) Lease payments<br />

Payments made under operating leases are recognised in the<br />

income statement on a straight–line basis over the term of the<br />

lease. Lease incentives received are recognised as an integral<br />

part of the total lease expense, over the term of the lease.<br />

(k) Finance income <strong>and</strong> expenses<br />

Finance income comprises interest income on funds invested<br />

<strong>and</strong> dividend income. Interest income is recognised as it<br />

accrues, using the effective interest method. Dividend<br />

income is recognised on the date that the <strong>Group</strong>’s right to<br />

receive payment is established.<br />

Finance expenses comprise interest expense on borrowings<br />

<strong>and</strong> changes in derivatives designated at fair value through<br />

profit <strong>and</strong> loss. All borrowing costs are recognised in the<br />

income statement using the effective interest method.<br />

apata (annual report 2007/08)<br />

31


Notes to the financial statements (year ended 31 March 2008)<br />

apata (annual report 2007/08)<br />

32<br />

(l) Income tax expense<br />

Income tax expense comprises current <strong>and</strong> deferred tax.<br />

Income tax expense is recognised in the income statement<br />

except to the extent that it relates to items recognised<br />

directly in equity, in which case it is recognised in equity.<br />

Current tax is the expected tax payable on the taxable<br />

income for the year, using tax rates enacted or substantively<br />

enacted at the reporting date, <strong>and</strong> any adjustment to tax<br />

payable in respect of previous years.<br />

Deferred tax is recognised using the balance sheet method,<br />

providing for temporary differences between the carrying<br />

amounts of assets <strong>and</strong> liabilities for financial reporting<br />

purposes <strong>and</strong> the amounts used for taxation purposes.<br />

Deferred tax is not recognised for the initial recognition<br />

of assets or liabilities in a transaction that is not a business<br />

combination <strong>and</strong> that affects neither accounting nor taxable<br />

profit. Deferred tax is measured at the tax rates that are<br />

expected to be applied to the temporary differences when<br />

they reverse, based on the laws that have been enacted or<br />

substantively enacted by the reporting date.<br />

A deferred tax asset is recognised to the extent that it is<br />

probable that future taxable profits will be available against<br />

which temporary difference can be utilised. Deferred tax<br />

assets are reviewed at each reporting date <strong>and</strong> are reduced<br />

to the extent that it is no longer probable that the related<br />

tax benefit will be realised.<br />

(m) Segment reporting<br />

A segment is a distinguishable component of the <strong>Group</strong> that<br />

is engaged either in providing related products or services<br />

(business segment), or in providing products or services<br />

within a particular economic environment (geographical<br />

segment), which is subject to risks <strong>and</strong> rewards that are<br />

different from those of other segments. The <strong>Group</strong> operates<br />

in one geographical area, New Zeal<strong>and</strong>, <strong>and</strong> operates in<br />

one significant business segment, post–harvest operations,<br />

engaged in providing packing, storage <strong>and</strong> logistics services<br />

to the kiwifruit <strong>and</strong> avocado industries.<br />

(n) New st<strong>and</strong>ards adopted <strong>and</strong> interpretations not yet<br />

adopted<br />

A number of new st<strong>and</strong>ards <strong>and</strong> interpretations are not<br />

yet effective for the year ended 31 March 2008, <strong>and</strong> have<br />

not been applied in preparing these financial statements.<br />

Those relevant to the <strong>Group</strong> are:<br />

• NZ IAS 1 - Presentation of financial statements (revised).<br />

Approved: November 2007. Effective 1 January 2009.<br />

The revised st<strong>and</strong>ard introduces “total comprehensive<br />

income”, <strong>and</strong> a “Statements of Comprehensive Income”.<br />

All non–owner changes in equity are presented in one<br />

statement (i.e. a Statements of Comprehensive Income)<br />

or two statements (i.e. an Income statements <strong>and</strong> a<br />

Statement of Comprehensive Income). The revised<br />

st<strong>and</strong>ard also prohibits presenting components of<br />

comprehensive income in the Statements of Changes<br />

in Equity. This will result in revised disclosure, but does<br />

not affect recognition or measurement of any balances<br />

within the financial statements.<br />

• NZ IFRS 8 - Operating Segments replaces NZ IAS<br />

14 Segment Reporting <strong>and</strong> changes how operating<br />

segments are defined <strong>and</strong> how their results are disclosed<br />

in the notes to the financial statements. This revised<br />

st<strong>and</strong>ard will be effective for annual reporting periods<br />

beginning on or after 1 January 2009 <strong>and</strong> is not expected<br />

to have any impact on the consolidated financial results.<br />

The <strong>Group</strong> has not yet determined if there are additional<br />

disclosure requirements.<br />

• NZ IAS 27 – Consolidated <strong>and</strong> Separate Financial<br />

Statements (revised). Effective 1 January 2009. The<br />

amendments relate mainly to changes in the accounting<br />

for non–controlled interest <strong>and</strong> loss of control of a<br />

subsidiary. The <strong>Group</strong> has not yet determined the effect<br />

of these changes, if any.<br />

There are a number of other st<strong>and</strong>ards <strong>and</strong> interpretations<br />

which are not yet effective <strong>and</strong> management consider they<br />

will have no impact on the <strong>Group</strong>.<br />

The non relevant st<strong>and</strong>ards <strong>and</strong> interpretations are:<br />

NZ IFRS 2 – Amendments to Share Based Payments<br />

NZ IFRS 3 – Business Combinations<br />

NZ IFRS 4 – Insurance Contracts<br />

NZ IAS 23 – Borrowing Costs<br />

NZ IAS 32 – Amendment to Puttable Instruments<br />

<strong>and</strong> obligations arising on liquidation<br />

NZ IFRIC 12 – Service Concession Arrangements<br />

NZ IFRIC 13 – Customer Loyalty Programmes


Note 4 : Determination of fair values<br />

A number of the <strong>Group</strong>’s accounting policies <strong>and</strong> disclosures<br />

require the determination of fair value, for both financial <strong>and</strong><br />

non–financial assets <strong>and</strong> liabilities. Fair values have been<br />

determined for measurement <strong>and</strong>/or disclosure purposes based<br />

on the following methods.<br />

Where applicable, further information about the assumptions<br />

made in determining fair values is disclosed in the notes specific<br />

to that asset or liability.<br />

(a) Non-derivative financial liabilities<br />

Fair value, which is determined for disclosure purposes, is<br />

calculated based on the present value of future principal<br />

<strong>and</strong> interest cash flows, discounted at the market rate of<br />

interest at the reporting date.<br />

Note 5 : Other income<br />

(b) Available-for-sale financial assets<br />

The fair value of available–for–sale financial assets is<br />

determined by reference to their quoted bid price at the<br />

reporting date, if available, or otherwise by reference to<br />

other market information. Where there is no active market<br />

for the equity instrument <strong>and</strong> their fair value cannot be<br />

reliably measured, the instrument is measured at cost.<br />

(c) Derivative financial instruments<br />

The fair value of interest rate swaps is based on broker<br />

quotes. Those quotes are tested for reasonableness by<br />

discounting estimated future cash flows based on the terms<br />

of maturity for each contract <strong>and</strong> using market interest rates<br />

for a similar instrument at the measurement date.<br />

2008 <strong>Group</strong> 2008 Company 2007 <strong>Group</strong> 2007 Company<br />

Net gain on sale of property, plant & equipment – – 67,666 67,666<br />

Note 6 : Expenses<br />

The following items are included in expenses:<br />

Note 7 : Finance income <strong>and</strong> expense<br />

2008 <strong>Group</strong> 2008 Company 2007 <strong>Group</strong> 2007 Company<br />

Operating materials <strong>and</strong> services 22,609,751 21,691,417 18,794,620 18,001,209<br />

Employee benefits expense 12,488,843 12,488,843 7,895,803 7,895,803<br />

Operating lease expenses 1,746,031 1,746,031 1,278,600 1,278,600<br />

Auditor’s remuneration to KPMG 28,503 28,503 24,007 24,007<br />

Other services provided by KPMG for transition to IFRS 4,500 4,500 – –<br />

Directors fees 94,750 94,750 109,250 109,250<br />

Depreciation 1,596,799 1,596,799 1,326,458 1,326,458<br />

Loss on sale of property, plant <strong>and</strong> equipment 18,267 18,267 135 135<br />

38,587,444 37,669,110 29,428,873 28,635,462<br />

Shareholder rebates of $288,499 (2007: $235,053) have been offset against revenue, in accordance with IAS 18.<br />

2008 <strong>Group</strong> 2008 Company 2007 <strong>Group</strong> 2007 Company<br />

Interest income on bank deposits 198,938 158,649 210,131 171,831<br />

Dividends received 32,229 32,229 21,432 21,432<br />

Finance income 231,167 190,878 231,563 193,263<br />

Net change in the value of derivative 31,372 31,372 – –<br />

financial instruments<br />

Interest expense on financial liabilities 585,339 585,339 309,752 309,752<br />

measured at amortised cost<br />

Finance expense 616,711 616,711 309,752 309,752<br />

Net finance costs (385,544) (425,833) (78,189) (116,489)<br />

apata (annual report 2007/08)<br />

33


Notes to the financial statements (year ended 31 March 2008)<br />

apata (annual report 2007/08)<br />

34<br />

Note 8 : Income tax expense in the income statement<br />

2008 <strong>Group</strong> 2008 Company 2007 <strong>Group</strong> 2007 Company<br />

Current period tax expense 891,299 873,074 794,553 777,471<br />

Deferred tax expense<br />

Origination <strong>and</strong> reversal of temporary differences (112,217) (112,217) (41,658) (41,658)<br />

Adjustment to deferred tax arising from change in tax rate 3,736 3,736 – –<br />

(108,481) (108,481) (41,658) (41,658)<br />

Total income tax expense 782,818 764,593 752,895 735,813<br />

On 17 May 2007 the Government announced a reduction in the tax rate for Companies, from 33% down to 30%, enacted in the Taxation<br />

(Kiwisaver <strong>and</strong> Company Tax Amendments) Act 2007. The reduced rate will be effective for the <strong>Group</strong> from the financial year beginning<br />

on 1 April 2008, <strong>and</strong> has been applied to deferred tax expense.<br />

Reconciliation of effective tax rate 2008 <strong>Group</strong> 2008 Company 2007 <strong>Group</strong> 2007 Company<br />

Profit before income tax 2,334,030 2,278,802 2,249,339 2,197,575<br />

Income tax using the <strong>Group</strong>’s domestic tax rate 770,230 752,005 742,282 725,200<br />

Non–deductible expenses<br />

Non–deductable/assessable items 19,488 19,488 17,686 17,686<br />

Adjustment for imputation credits of net dividends received (10,636) (10,636) (7,073) (7,073)<br />

Adjustment to deferred tax arising from change in tax rate 3,736 3,736 – –<br />

782,818 764,593 752,895 735,813<br />

Imputation credits 2008 <strong>Group</strong> 2008 Company 2007 <strong>Group</strong> 2007 Company<br />

Imputation credits at 1 April 1,941,998 1,880,307 1,374,926 1,330,379<br />

Tax payments, net of refunds 810,387 792,074 898,147 881,003<br />

Imputation credits attached to dividends received 15,874 15,874 10,556 10,556<br />

Imputation credits attached to dividends paid (369,828) (369,828) (341,631) (341,631)<br />

Imputation credits at 31 March 2,398,431 2,318,427 1,941,998 1,880,307<br />

Note 9 : Property, plant <strong>and</strong> equipment (Company <strong>and</strong> <strong>Group</strong>)<br />

Plant & Office eqpmnt Total<br />

Company & <strong>Group</strong> L<strong>and</strong> Building equipment Vehicles & furniture fixed assets<br />

Balance at 1 April 2006 1,462,514 3,426,030 14,281,052 1,028,144 724,928 20,922,668<br />

Additions 7,812 449,781 1,025,514 71,572 127,883 1,682,562<br />

Disposals – – (871,170) (113,447) (45,976) (1,030,593)<br />

Balance at 31 March 2007 1,470,326 3,875,811 14,435,396 986,269 806,835 21,574,637<br />

Balance at 1 April 2007 1,470,326 3,875,811 14,435,396 986,269 806,835 21,574,637<br />

Additions 26,245 600,058 3,544,435 219,597 143,791 4,534,125<br />

Disposals – – (200,192) (100,019) (11,862) (312,073)<br />

Balance at 31 March 2008 1,496,571 4,475,869 17,779,639 1,105,847 938,764 25,796,689<br />

Depreciation<br />

Balance at 1 April 2006 – 539,515 9,471,243 830,795 397,910 11,239,463<br />

Depreciation for the year – 107,692 1,048,562 43,949 126,255 1,326,458<br />

Disposals – – (871,170) (113,447) (45,840) (1,030,457)<br />

Balance at 31 March 2007 – 647,207 9,648,635 761,297 478,325 11,535,464<br />

Balance at 1 April 2007 – 647,207 9,648,635 761,297 478,325 11,535,464<br />

Depreciation for the year – 144,829 1,222,492 74,907 154,571 1,596,799<br />

Disposals – – (172,425) (100,019) (11,862) (284,306)<br />

Balance at 31 March 2008 – 792,036 10,698,702 736,185 621,034 12,847,957<br />

Carrying amounts<br />

At 1 April 2006 1,462,514 2,886,515 4,809,809 197,349 327,018 9,683,205<br />

At 31 March 2007 1,470,326 3,228,604 4,786,761 224,972 328,510 10,039,173<br />

At 31 March 2008 1,496,571 3,683,833 7,080,937 369,662 317,730 12,948,732


Market valuation<br />

The property, plant <strong>and</strong> equipment of the <strong>Group</strong> were<br />

independently valued as at 30 September 2007 at $20,914,730.<br />

The book value at 31 March 2008 of that same group of<br />

assets, excluding additions subsequent to the valuation, was<br />

$11,858,875. The valuations were based on their market value<br />

for a going concern, <strong>and</strong> were undertaken by Property Solutions<br />

(BOP) <strong>Limited</strong> <strong>and</strong> Asset Valuations Ltd.<br />

Deemed cost<br />

As part of its transition to NZ IFRS <strong>Apata</strong> has implemented NZ<br />

IFRS–1 <strong>and</strong> deemed assets recorded at fair value to be cost<br />

on transition. Assets previously revalued in 1991 for which<br />

the valuation has been deemed to be cost on transition are<br />

included in Buildings <strong>and</strong> had a value on transition of $35,839.<br />

This amount had previously been shown in retained earnings.<br />

Fully depreciated<br />

Assets with a cost of $6,777,303 (2007: $6,509,973) are<br />

fully depreciated.<br />

Security<br />

ANZ National Bank <strong>Limited</strong> loans are secured by General<br />

Security Agreement over all present <strong>and</strong> after acquired property<br />

of the <strong>Group</strong> <strong>and</strong> by a first mortgage over <strong>Group</strong> l<strong>and</strong> <strong>and</strong><br />

buildings (see Note 16).<br />

Capital works in progress<br />

Capital works in progress represents costs incurred to balance<br />

date on capital programmes due for completion in future<br />

financial periods. Costs will be recognised as fixed assets,<br />

<strong>and</strong> depreciation will commence, immediately following<br />

commissioning of works.<br />

2008 2007<br />

Coolstore construction 290,800 1,384,367<br />

Site development works – 467,270<br />

Coolstore racking 104,160 –<br />

Total capital works in progress 394,960 1,851,637<br />

Fixed assets 12,948,732 10,039,173<br />

Total property, plant <strong>and</strong> equipment 13,343,692 11,890,810<br />

Note 10 : Investments<br />

2008 <strong>Group</strong> 2008 Company 2007 <strong>Group</strong> 2007 Company<br />

Available for sale investments<br />

MG Marketing 36,478 36,478 36,424 36,424<br />

Ballance Agri–Nutrients <strong>Limited</strong> 3,321 3,321 3,321 3,321<br />

SouthLink <strong>Limited</strong> 53,333 53,333 23,333 23,333<br />

Total available for sale investments 93,132 93,132 63,078 63,078<br />

Advance to SouthLink <strong>Limited</strong> 37,500 37,500 – –<br />

Investments in subsidiaries<br />

(at cost <strong>and</strong> eliminated on consolidation)<br />

<strong>Apata</strong> Suppliers <strong>Limited</strong> – 100 – 100<br />

Total investments 130,632 130,732 63,078 63,178<br />

MG Marketing <strong>and</strong> SouthLink <strong>Limited</strong> are recorded at cost due to the fact that the fair value of these investments cannot be reliably<br />

measured with reference to an active market. An active market does not exist for these entities. Directors believe cost approximates<br />

fair value. The company does not intend to dispose of these investments in the foreseeable future.<br />

Note 11 : Inventories<br />

Invoices for packaging materials are generally subject to retention of title clauses until paid for.<br />

2008 <strong>Group</strong> 2008 Company 2007 <strong>Group</strong> 2007 Company<br />

Packaging materials 2,288,758 2,288,758 1,250,011 1,250,011<br />

Orchard work in progress 716 716 258,540 258,540<br />

Work in progress – 2007 harvest – – 328,157 328,157<br />

2,289,474 2,289,474 1,836,708 1,836,708<br />

In 2008 raw materials, consumables <strong>and</strong> changes in packaging materials inventory recognised as cost of sales amounted to $7,841,701<br />

(2007: $5,946,384).<br />

apata (annual report 2007/08)<br />

35


Notes to the financial statements (year ended 31 March 2008)<br />

apata (annual report 2007/08)<br />

36<br />

Note 12 : Trade <strong>and</strong> other receivables<br />

Note 14 : Deferred tax assets <strong>and</strong> liabilities (Company <strong>and</strong> <strong>Group</strong>)<br />

Recognised deferred tax assets <strong>and</strong> liabilities<br />

Deferred tax assets <strong>and</strong> liabilities are attributable to the following:<br />

Movement in temporary differences during the year<br />

Note 2008 <strong>Group</strong> 2008 Company 2007 <strong>Group</strong> 2007 Company<br />

Trade receivables due from related parties 24 294,933 294,933 208,072 208,072<br />

Other trade receivables 3,067,500 2,914,337 902,048 1,263,857<br />

3,362,433 3,209,270 1,110,120 1,471,929<br />

Other trade receivables include estimates of earnings on kiwifruit packed prior to 31 March 2008, in respect of the 2008 harvest.<br />

Such estimates were based on actual volumes packed <strong>and</strong> the terms of the Company’s st<strong>and</strong>ard contract for 2008 harvest services.<br />

Note 13 : Cash <strong>and</strong> cash equivalents<br />

2008 <strong>Group</strong> 2008 Company 2007 <strong>Group</strong> 2007 Company<br />

Bank balances 340,400 112,304 1,029,303 427,707<br />

Call deposits 732,890 732,890 6,414 6,414<br />

Cash <strong>and</strong> cash equivalents in the statement of cash flows 1,073,290 845,194 1,035,717 434,121<br />

Assets Assets Liabilities Liabilities Net Net<br />

2008 2007 2008 2007 2008 2007<br />

Property, plant <strong>and</strong> equipment – – 50,510 35,257 (50,510) (35,257)<br />

Inventories – – 215 85,318 (215) (85,318)<br />

Employee Entitlements 87,463 48,971 – – 87,463 48,971<br />

Other items 621 482 – – 621 482<br />

Tax assets / (liabilities) 88,084 49,453 50,725 120,575 37,359 (71,122)<br />

Balance Recognised in Recognised Balance<br />

2008 1 April 2007 profit or loss in equity 31 March 2008<br />

Property, plant <strong>and</strong> equipment (35,257) (15,253) – (50,510)<br />

Inventories (85,318) 85,103 – (215)<br />

Employee Entitlements 48,971 38,492 – 87,463<br />

Other items 482 139 – 621<br />

(71,122) 108,481 – 37,359<br />

Balance Recognised in Recognised Balance<br />

2007 1 April 2006 profit or loss in equity 31 March 2007<br />

Property, plant <strong>and</strong> equipment (5,045) (30,212) – (35,257)<br />

Inventories (143,253) 57,935 – (85,318)<br />

Employee Entitlements 32,776 16,195 – 48,971<br />

Other items 2,742 (2,260) – 482<br />

Tax loss carry–forwards (112,780) 41,658 – (71,122)


Note 15 : Capital <strong>and</strong> reserves<br />

Reconciliation of movement in capital <strong>and</strong> reserves<br />

Share Retained Total<br />

<strong>Group</strong> Capital Reserves earnings equity<br />

Balance at 1 April 2006 5,318,069 140,204 1,883,285 7,341,558<br />

Total recognised income <strong>and</strong> expense – 1,496,444 1,496,444<br />

Shares purchased as treasury stock (377,221) – – (377,221)<br />

Shares sold from treasury stock 444,059 – – 444,059<br />

New shares issued 5,309 – – 5,309<br />

Dividends to equity holders – – (693,615) (693,615)<br />

Balance at 31 March 2007 5,390,216 140,204 2,686,114 8,216,534<br />

Balance at 1 April 2007 5,390,216 140,204 2,686,114 8,216,534<br />

Total recognised income <strong>and</strong> expense – – 1,551,212 1,551,212<br />

Shares purchased as treasury stock (374,405) – – (374,405)<br />

Shares sold from treasury stock 449,787 31,464 – 481,251<br />

Additional paid–up capital 408 – – 408<br />

Dividends to equity holders – – (750,859) (750,859)<br />

Balance at 31 March 2008 5,466,006 171,668 3,486,467 9,124,141<br />

Share Retained Total<br />

Company Capital Reserves earnings equity<br />

Balance at 1 April 2006 5,318,069 140,204 1,794,124 7,252,397<br />

Total recognised income <strong>and</strong> expense – 1,461,762 1,461,762<br />

Shares purchased as treasury stock (377,221) – – (377,221)<br />

Shares sold from treasury stock 444,059 – – 444,059<br />

New shares issued 5,309 – – 5,309<br />

Dividends to equity holders – – (693,615) (693,615)<br />

Balance at 31 March 2007 5,390,216 140,204 2,562,271 8,092,691<br />

Balance at 1 April 2007 5,390,216 140,204 2,562,271 8,092,691<br />

Total recognised income <strong>and</strong> expense – – 1,514,209 1,514,209<br />

Shares purchased as treasury stock (374,405) – – (374,405)<br />

Shares sold from treasury stock 449,787 31,464 – 481,251<br />

Additional paid–up capital 408 – – 408<br />

Dividends to equity holders – – (750,859) (750,859)<br />

Balance at 31 March 2008 5,466,006 171,668 3,325,621 8,963,295<br />

Share Capital<br />

<strong>Group</strong> 2008 Number 2008 Value ($) 2007 Number 2007 Value ($)<br />

On issue at 1 April 4,460,317 5,390,216 4,418,702 5,318,069<br />

Shares purchased as treasury stock (220,238) (374,405) (221,894) (377,221)<br />

Shares sold from treasury stock 265,405 449,787 260,386 444,059<br />

Issued for cash – – 3,123 5,309<br />

Additional paid–up capital – 408 – –<br />

On issue at 31 March 4,505,484 5,466,006 4,460,317 5,390,216<br />

All issued shares are fully paid <strong>and</strong> have no par value. The holders of ordinary shares are entitled to receive dividends as declared from time<br />

to time <strong>and</strong> are entitled to one vote per share at meetings of the <strong>Group</strong>. All shares rank equally with regard to the <strong>Group</strong>’s residual assets.<br />

The 45,167 shares held as treasury stock at 31 March 2007 were all onsold during the period to 31 May 2007. The Company then<br />

brought forward the purchase of the third <strong>and</strong> final tranche of the non pro rata share buy back agreement entered into during 2005,<br />

<strong>and</strong> onsold all of those shares during the period to 31 March 2008.<br />

apata (annual report 2007/08)<br />

37


Notes to the financial statements (year ended 31 March 2008)<br />

apata (annual report 2007/08)<br />

38<br />

Reserves<br />

Reserves comprise the following:<br />

Dividends<br />

The following dividends, all fully imputed, were declared <strong>and</strong> paid by the <strong>Group</strong> for the year ended 31 March:<br />

After 31 March 2008 the following dividends were proposed by the directors for 2008. The dividends have not been provided for <strong>and</strong><br />

there are no income tax consequences.<br />

Dividends were not paid on shares held as treasury stock at the time of payment.<br />

Note 16 : Loans <strong>and</strong> borrowings (Company <strong>and</strong> <strong>Group</strong>)<br />

This note provides information about the contractual terms of the <strong>Group</strong>’s interest–bearing loans <strong>and</strong> borrowings. For more information<br />

about the <strong>Group</strong>’s exposure to interest rate risk, see note 19.<br />

Terms <strong>and</strong> debt repayment schedule<br />

Terms <strong>and</strong> conditions of outst<strong>and</strong>ing loans were as follows:<br />

ANZ National Bank <strong>Limited</strong> loans are secured by General Security<br />

Agreement over all present <strong>and</strong> after acquired property of the<br />

<strong>Group</strong> <strong>and</strong> by a first mortgage over <strong>Group</strong> l<strong>and</strong> <strong>and</strong> buildings.<br />

2008 2007<br />

Share premium reserve 41,182 41,182<br />

Capital reserve 130,486 99,022<br />

171,668 140,204<br />

Share premium reserve comprises premiums paid on the purchase from the Company of shares at a price above that paid by the<br />

Company for those shares. Capital reserve includes gains on sale of property plant <strong>and</strong> equipment <strong>and</strong> other items that are earnings<br />

of a capital rather than revenue nature.<br />

2008 cents 2008 2007 cents 2007<br />

per share $ per share $<br />

Final dividend in respect of the year ended<br />

31 March 2007, paid September 2007 8.70 390,483 7.50 337,912<br />

Interim dividend in respect of the year ended<br />

31 March 2008, paid February 2008 8.00 360,376 8.00 355,703<br />

750,859 693,615<br />

2009 cents 2009 2008 cents 2008<br />

per share $ per share $<br />

Final dividend in respect of the year ended<br />

31 March 2008, payable September 2008 9.86 444,241 8.70 390,483<br />

2008 2007<br />

Non-current liabilities - Secured bank loans 5,900,000 3,200,000<br />

Current liabilities - Current portion of secured bank loans – –<br />

5,900,000 3,200,000<br />

Nominal Date of Available Carrying Available Carrying<br />

interest rate maturity facility 2008 amount 2008 facility 2007 amount 2007<br />

Secured bank loan<br />

ANZ National Bank <strong>Limited</strong> Loans<br />

# 16 9.82% 13/08/09 1,000,000 1,000,000 1,000,000 1,000,000<br />

# 17 9.90% 03/06/10 1,200,000 1,200,000 2,200,000 2,200,000<br />

# 18 9.84% 18/05/12 3,700,000 3,700,000 – –<br />

Unsecured bank facility 11.0% 2,000,000 – 2,000,000 –<br />

Total interest-bearing liabilities 7,900,000 5,900,000 5,200,000 3,200,000<br />

Interest rates are at floating rates, with interest being based on<br />

the Banks 90 day bill rate. Interest rates will reprice within 6<br />

months or less. The <strong>Group</strong> has an undrawn term loan facility of<br />

$2,000,000 (2007:$2,000,000).


Note 17 : Employee benefits (Company <strong>and</strong> <strong>Group</strong>)<br />

2008 2007<br />

Annual leave 327,183 155,742<br />

Wages Accrued 271,142 124,086<br />

Total employee benefits 598,325 279,828<br />

Note 18 : Trade <strong>and</strong> other payables<br />

2008 <strong>Group</strong> 2008 Company 2007 <strong>Group</strong> 2007 Company<br />

Trade payables 3,310,115 3,170,718 3,690,224 3,574,334<br />

Non-trade payables <strong>and</strong> accrued expenses 1,258,738 1,176,462 544,446 544,221<br />

4,567,853 4,347,180 4,234,670 4,118,555<br />

Note 19 : Financial instruments<br />

Exposure to credit, interest rate <strong>and</strong> liquidity risks arises in the<br />

normal course of the <strong>Group</strong>’s business.<br />

Credit risk<br />

Financial instruments which potentially subject the <strong>Group</strong> to<br />

credit risk principally consist of cash <strong>and</strong> cash equivalents <strong>and</strong><br />

accounts receivable. The <strong>Group</strong> performs credit evaluations on<br />

all customers requiring credit <strong>and</strong> generally does not require<br />

collateral. The majority of revenue is generated from transactions<br />

with growers, however payment for packaging <strong>and</strong> coolstorage<br />

is received directly by the <strong>Group</strong> via Zespri as a deduction of<br />

returns to growers. The <strong>Group</strong> places its cash with high credit<br />

quality financial institutions.<br />

Liquidity risk<br />

Liquidity risk represents the <strong>Group</strong>’s ability to meet its contractual<br />

obligations. The <strong>Group</strong> evaluates its liquidity requirements on an<br />

ongoing basis. In general, the <strong>Group</strong> generates sufficient cash<br />

flows from its operating activities to meet its obligations arising<br />

from its financial liabilities <strong>and</strong> has credit lines in place to cover<br />

potential shortfalls that may occur seasonally during the year.<br />

The <strong>Group</strong> seeks to mitigate liquidity risks by structuring debt<br />

with a spread of maturity dates, keeping sufficient undrawn<br />

credit lines available for short term needs. At balance date, the<br />

<strong>Group</strong> held an overdraft facility of $2m, (2007: $2m) which was<br />

undrawn (2007: undrawn).<br />

Interest rate risk<br />

Interest rate risk is the risk that the value of the <strong>Group</strong>s assets <strong>and</strong><br />

liabilities will fluctuate due to changes in market interest rates.<br />

The <strong>Group</strong> is exposed to interest rate risk primarily through its<br />

cash <strong>and</strong> cash equivalents <strong>and</strong> bank borrowings. Interest rate<br />

swaps have been entered into to achieve an appropriate mix of<br />

fixed <strong>and</strong> floating exposure within the <strong>Group</strong>.<br />

Quantitative disclosures<br />

Credit risk<br />

The carrying amount of financial assets represents the <strong>Group</strong>’s<br />

maximum credit exposure. There is considered to be no<br />

impairment of trade receivables at the reporting date, <strong>and</strong> therefore<br />

no impairment allowance has been recorded (2007: $nil). Within<br />

other trade receivables are $271,004 of past due receivables<br />

between 30 <strong>and</strong> 90 days (2007: $54,934).<br />

Liquidity risk<br />

The <strong>Group</strong>s contractural cashflows for financial assets <strong>and</strong><br />

liabilities fall within six months or less except for secured bank<br />

loans as set out below:<br />

Balance Contractual 6 months 6 – 12 1 – 2 2– 5 More than<br />

<strong>Group</strong> sheet cash flows or less months years years 5 years<br />

2008<br />

Secured bank loans 5,900,000 5,900,000 – – 1,000,000 4,900,000 –<br />

2007<br />

Secured bank loans 3,200,000 3,200,000 – – – 3,200,000 –<br />

Interest rate risk – repricing analysis<br />

The Company <strong>and</strong> <strong>Group</strong> have secured bank loans of $5,900,000<br />

(2007: $3,200,000), which will reprice within 6 months.<br />

The Company has an interest rate swap in place at balance date<br />

for $3,000,000. The swap rate is 8.25% plus a margin of 1% <strong>and</strong><br />

matures on 21 March 2011.<br />

Capital management<br />

The <strong>Group</strong>’s capital includes share capital, reserves <strong>and</strong><br />

retained earnings.<br />

The <strong>Group</strong>’s policy is to maintain a strong capital base so as<br />

to maintain investor <strong>and</strong> creditor confidence <strong>and</strong> to sustain<br />

future development of the business. The impact of the level of<br />

capital on shareholders’ return is also recognised <strong>and</strong> the <strong>Group</strong><br />

recognises the need to maintain a balance between the higher<br />

apata (annual report 2007/08)<br />

39


Notes to the financial statements (year ended 31 March 2008)<br />

apata (annual report 2007/08)<br />

40<br />

returns that might be possible with greater gearing <strong>and</strong> the<br />

advantages <strong>and</strong> security afforded by a sound capital position.<br />

The <strong>Group</strong> is not subject to any externally imposed<br />

capital requirements. The <strong>Group</strong>’s policies in respect of capital<br />

management <strong>and</strong> allocation are reviewed regularly by the Board<br />

of Directors.<br />

There have been no material changes in the <strong>Group</strong>’s management<br />

of capital during the year.<br />

Classification <strong>and</strong> fair values (<strong>Group</strong>)<br />

Sensitivity analysis<br />

In managing interest rate risks the <strong>Group</strong> aims to reduce the<br />

impact of short–term fluctuations on the <strong>Group</strong>’s earnings. Over<br />

the longer–term, however, permanent changes in interest rates<br />

will have an impact on profit.<br />

At 31 March 2008 it is estimated that an increase of one percentage<br />

point in interest rates would decrease the <strong>Group</strong>’s profit before<br />

income tax by approximately $59,000 (2007: $32,000). This excludes<br />

the effect of the interest rate swap.<br />

Other Total<br />

Fair value Available Loans & amortised carrying<br />

Note through P&L for sale receiveables costs amount<br />

2008<br />

Assets<br />

Investments 10 – 130,632 – – 130,632<br />

Total non–current assets – 130,632 – – 130,632<br />

Trade <strong>and</strong> other receivables 12 – – 3,362,433 – 3,362,433<br />

Cash <strong>and</strong> cash equivalents 13 – – 1,073,290 – 1,073,290<br />

Total current assets – – 4,435,723 – 4,435,723<br />

Total assets – 130,632 4,435,723 – 4,566,355<br />

Liabilities<br />

Loans <strong>and</strong> borrowings 16 – – – 5,900,000 5,900,000<br />

Total non–current liabilities – – – 5,900,000 5,900,000<br />

Trade <strong>and</strong> other payables 18 – – – 4,567,853 4,567,853<br />

Employee benefits 17 – – – 598,325 598,325<br />

Current tax liabilities – – – 111,491 111,491<br />

Derivatives 31,372 – – – 31,372<br />

Total current liabilities 31,372 – – 5,277,669 5,309,041<br />

Total liabilities 31,372 – – 11,177,669 11,209,041<br />

Other Total<br />

Fair value Available Loans & amortised carrying<br />

Note through P&L for sale receiveables costs amount<br />

2007<br />

Assets<br />

Investments 10 – 63,078 – – 63,078<br />

Total non–current assets – 63,078 – – 63,078<br />

Trade <strong>and</strong> other receivables 12 – – 1,110,120 – 1,110,120<br />

Cash <strong>and</strong> cash equivalents 13 – – 1,035,717 – 1,035,717<br />

Current tax assets – – 65,721 – 65,721<br />

Total current assets – – 2,211,558 – 2,211,558<br />

Total assets – 63,078 2,211,558 – 2,274,636<br />

Liabilities<br />

Loans <strong>and</strong> borrowings 16 – – – 3,200,000 3,200,000<br />

Total non–current liabilities – – – 3,200,000 3,200,000<br />

Trade <strong>and</strong> other payables 18 – – – 4,234,670 4,234,670<br />

Employee benefits 17 – – – 279,828 279,828<br />

Total current liabilities – – – 4,514,498 4,514,498<br />

Total liabilities – – – 7,714,498 7,714,498<br />

Estimation of fair values<br />

The methods used in determining the fair values of financial instruments are discussed in note 4. The face values of all current assets<br />

<strong>and</strong> liabilities approximate their fair values <strong>and</strong> due to the fact that loans <strong>and</strong> borrowings are on floating interest rates it has been<br />

determined that face value approximates fair value.


Note 20 : Operating leases<br />

Leases as lessee<br />

Non-cancellable operating lease rentals are payable as follows:<br />

2008 <strong>Group</strong> 2008 Company 2007 <strong>Group</strong> 2007 Company<br />

Less than one year 1,182,467 1,182,467 1,046,449 1,046,449<br />

Between one <strong>and</strong> five years 1,526,696 1,526,696 2,218,364 2,218,364<br />

More than five years – – 59,000 59,000<br />

2,709,163 2,709,163 3,323,813 3,323,813<br />

Note 21 : Capital commitments<br />

The capital commitments at 31 March 2008 represents expenditure to complete an extension to a coolstore <strong>and</strong> install racking in an<br />

existing coolstore. Both projects were underway as at 31 March 2008.<br />

Note 22 : Contingencies<br />

There are no contingent liabilities as at 31 March 2008 (2007: Nil).<br />

2008 <strong>Group</strong> 2008 Company 2007 <strong>Group</strong> 2007 Company<br />

Estimated capital expenditure contracted for at<br />

balance date but not provide for 307,830 307,830 1,637,919 1,637,919<br />

Note 23 : Reconciliation of the profit for the year with the net cash from operating activities<br />

Note 2008 <strong>Group</strong> 2008 Company 2007 <strong>Group</strong> 2007 Company<br />

Profit for the year 1,551,212 1,514,209 1,496,444 1,461,762<br />

Adjustments for:<br />

Depreciation 9 1,596,799 1,596,799 1,326,458 1,326,458<br />

(Gain) on sale of property, plant & equipment 5 – – (67,666) (67,666)<br />

Loss on sale of property, plant & equipment 6 18,267 18,267 135 135<br />

Change in investments (capitalised dividends) (54) (54) (1,437) (1,437)<br />

Movement in deferred tax 14 (108,481) (108,481) (41,658) (41,658)<br />

Movement in working capital<br />

Change in current tax liabilities 8 80,910 80,999 (103,594) (103,532)<br />

Change in inventories 11 (452,766) (452,766) (22,871) (22,871)<br />

Change in trade <strong>and</strong> other receivables 12 (2,362,239) (1,737,341) 907,248 494,893<br />

Change in trade <strong>and</strong> other payables 1,835,510 1,621,026 16,158 (54,261)<br />

Change in employee benefits 17 318,497 318,497 (98,747) (98,747)<br />

Net cash from operating activities 2,477,655 2,851,155 3,410,470 2,893,076<br />

apata (annual report 2007/08)<br />

41


Notes to the financial statements (year ended 31 March 2008)<br />

apata (annual report 2007/08)<br />

42<br />

Note 24 : Related parties<br />

Transactions with directors <strong>and</strong> related entities<br />

The directors trade with the <strong>Group</strong> in the normal course of business. All transactions are at arms length <strong>and</strong> on normal trading terms.<br />

Parties associated with the directors contribute to a significant portion of the <strong>Group</strong>’s turnover. No debts owing to or from related<br />

parties have been written off during the year. There are no amounts outst<strong>and</strong>ing at the respective balance dates. Parties associated<br />

with Directors of the <strong>Group</strong> control 39.3 % of the voting shares of the <strong>Group</strong>. The aggregate value of transactions <strong>and</strong> outst<strong>and</strong>ing<br />

balances due to the <strong>Group</strong>, at the respective 31 March year ends, relating to directors <strong>and</strong> entities over which they have control or<br />

significant influence were as follows:<br />

Summary of payments to: Summary of income from: Net balance receivable<br />

2008 <strong>Group</strong> 2007 <strong>Group</strong> 2008 <strong>Group</strong> 2007 <strong>Group</strong> 2008 <strong>Group</strong> 2007 <strong>Group</strong><br />

David Goodwin 128,316 160,191 145,801 35,243 – 354<br />

Max McGreevy 150,855 218,220 595,055 541,948 156,755 88,351<br />

Peter Mayston 183,151 195,428 344,259 243,207 137,728 119,204<br />

Michael Muller 92,949 78,467 26,105 30,970 197 163<br />

Paul O’Brien 270,304 309,092 144,197 117,118 253 –<br />

Peter Rogers 150 2,750 – – – –<br />

825,725 946,148 1,255,417 968,486 294,933 208,072<br />

The table below provides a breakdown by transaction type:<br />

2008 <strong>Group</strong> 2008 Company 2007 <strong>Group</strong> 2007 Company<br />

Payments for rebates, kiwistart <strong>and</strong> non st<strong>and</strong>ard<br />

– David Goodwin 76,845 76,845 120,169 120,169<br />

– Max McGreevy 56,324 56,324 76,039 76,039<br />

– Peter Mayston 87,380 87,380 90,293 90,293<br />

– Michael Muller 6,688 6,688 6,815 6,815<br />

– Paul O’Brien 65,471 65,471 84,662 84,662<br />

Payments for dividends (net)<br />

– David Goodwin 51,471 51,471 40,022 40,022<br />

– Max McGreevy 85,074 85,074 78,961 78,961<br />

– Peter Mayston 92,595 92,595 85,942 85,942<br />

– Michael Muller 60,487 60,487 63,807 63,807<br />

– Paul O’Brien 6,346 6,346 4,913 4,913<br />

Payments for executive services/consultancy fees<br />

– Michael Muller 25,774 25,774 7,845 7,845<br />

– Peter Rogers 150 150 2,750 2,750<br />

Payments for harvest <strong>and</strong> picking services<br />

– Max McGreevy – – 16,592 16,592<br />

– Peter Mayston 2,853 2,853 14,980 14,980<br />

– Paul O’Brien 198,487 198,487 219,517 219,517<br />

Payments for other goods <strong>and</strong> services<br />

– Max McGreevy 9,457 – 46,628 32,907<br />

– Peter Mayston 323 323 4,213 –<br />

Sales of packaging to directors<br />

– Max McGreevy 577,169 577,169 455,649 455,649<br />

– Peter Mayston 324,222 324,222 148,821 148,821<br />

Revenue from packing <strong>and</strong> other goods<br />

<strong>and</strong> services to directors<br />

– David Goodwin 145,801 145,801 35,243 35,243<br />

– Max McGreevy 17,886 6,861 86,299 74,398<br />

– Peter Mayston 20,037 10,953 94,386 88,597<br />

– Michael Muller 26,105 26,105 30,970 30,970<br />

– Paul O’Brien 144,197 144,197 117,118 117,118<br />

A direct relative of a director undertook a project for the Company, at arms length, on normal commercial terms. The relative was<br />

professionally qualified to undertake the project, for which fees amounting to $9,788 (2007: Nil) were paid.


SouthLink <strong>Limited</strong> / Southlink Supply <strong>Limited</strong><br />

SouthLink <strong>Limited</strong> provides logistical services for the <strong>Group</strong><br />

<strong>and</strong> other industry parties at commercial rates. Mr Goodwin<br />

is Chairman <strong>and</strong> Mr Low is a Director of SouthLink <strong>Limited</strong>,<br />

representing the <strong>Apata</strong> <strong>Group</strong>. During the year to 31 March 2008,<br />

payments amounting to $926,393 (2007: $774,911) for logistical<br />

services were made by <strong>Apata</strong> Suppliers <strong>Limited</strong> to SouthLink<br />

<strong>Limited</strong>. SouthLink <strong>Limited</strong> paid <strong>Apata</strong> Suppliers <strong>Limited</strong> $18,864<br />

(2007: nil) for damaged pallets. SouthLink <strong>Limited</strong> paid <strong>Apata</strong><br />

<strong>Limited</strong> $8,250 (2007: $9,000) for office space, $5,000 (2007:<br />

$5,000) in directors fees, $239,979 (2007: $236,333) in rebates, <strong>and</strong><br />

$1,897 (2007: nil) for administration services.<br />

Southlink Supply <strong>Limited</strong> is a new company established to take<br />

over the activities of SouthLink <strong>Limited</strong> prior to the 2008 harvest.<br />

Centrepac Packhouse & Coolstore <strong>Limited</strong><br />

<strong>Apata</strong> <strong>Limited</strong> leases the building at Pyes Pa from Centrepac<br />

Packhouse & Coolstore <strong>Limited</strong>. Centrepac Packhouse &<br />

Coolstore <strong>Limited</strong> is a private company of which Mr Goodwin is a<br />

director <strong>and</strong> shareholder. The lease rental has been determined<br />

by negotiation between the parties; Mr Goodwin took no<br />

part in the negotiations or board meetings concerning this<br />

lease. During the year to 31 March 2008, payments amounting<br />

$439,464 (2007: $439,911) for occupancy costs were made by<br />

<strong>Apata</strong> <strong>Limited</strong> to Centrepac Packhouse & Coolstore <strong>Limited</strong>.<br />

Tetley Coolstores <strong>Limited</strong><br />

<strong>Apata</strong> <strong>Limited</strong> leases the building at Katikati from Tetley<br />

Coolstores <strong>Limited</strong>. Tetley Coolstores <strong>Limited</strong> is a private<br />

company of which Mr M McGreevy is a director <strong>and</strong> shareholder.<br />

The lease rental has been determined by negotiation between<br />

Note 25 : Events after balance date<br />

parties; Mr McGreevy took no part in the negotiations or<br />

board meetings concerning this lease. During the year to 31<br />

March 2008, payments amounting to $203,729 (2007: $190,733)<br />

for occupancy costs were made by <strong>Apata</strong> <strong>Limited</strong> to Tetley<br />

Coolstores <strong>Limited</strong>. In addition, as a shareholder in <strong>Apata</strong><br />

<strong>Limited</strong>, Tetley Coolstores <strong>Limited</strong> received net cash dividends<br />

amounting to $61,057 (2007: $56,670).<br />

<strong>Apata</strong> Suppliers Entity <strong>Limited</strong><br />

<strong>Apata</strong> Suppliers Entity <strong>Limited</strong> (ASEL) is a separate legal entity<br />

with directors elected by <strong>Apata</strong> growers <strong>and</strong> appointed by the<br />

<strong>Group</strong> <strong>and</strong> other independent coolstore facilities. This entity<br />

does not form part of the <strong>Group</strong>. During the year to 31 March<br />

2008, the <strong>Group</strong> received $26,566,498 (2007: $14,224,834) from<br />

ASEL in respect of post–harvest services <strong>and</strong> fruit proceeds, <strong>and</strong><br />

made payments to ASEL of $743,763 (2007: $975,491) in respect<br />

of post–harvest services.<br />

Transactions with key management personnel<br />

<strong>Apata</strong>’s Executive team have authority <strong>and</strong> responsibility for<br />

planning, directing <strong>and</strong> controlling the activities of the <strong>Group</strong>. The<br />

team was restructured during the year, with changes in personnel<br />

<strong>and</strong> a reduction of the Executive team to four members.<br />

The total value of short term remuneration paid to key<br />

management personnel during the financial year was $804,363<br />

(2007: $781,306).<br />

At 31 March 2008, key management personnel held 62,000<br />

shares in the Company (2007: 2,000 shares). Dividends paid to<br />

key management personnel in respect of those shares amounted<br />

to $10,354 (2007: $310).<br />

On 26 June 2008 the Directors of the Company declared their intention to pay a final cash dividend of 9.86 cents per share (2007: 8.7<br />

cents per share), to be paid in September 2008. As the intention was declared after balance date, the financial effect has not been<br />

recognised in the financial statements.<br />

Note 26 : Transition to NZ IFRS<br />

The <strong>Group</strong> undertook a project to assess the key differences between NZ IFRS <strong>and</strong> NZ GAAP. The transition to NZ IFRS has not<br />

affected the reported balance sheet, income statement <strong>and</strong> cash flows of the Company <strong>and</strong> <strong>Group</strong>.<br />

apata (annual report 2007/08)<br />

43


apata (annual report 2007/08)<br />

44<br />

Auditors’ report<br />

Audit report<br />

To the shareholders of <strong>Apata</strong> <strong>Limited</strong><br />

We have audited the financial statements on pages 27 to 43. The financial statements provide information<br />

about the past financial performance <strong>and</strong> financial position of the company <strong>and</strong> group as at 31 March<br />

2008. This information is stated in accordance with the accounting policies set out on pages 29 to 32.<br />

Directors’ responsibilities<br />

The Directors are responsible for the preparation of financial statements which give a true <strong>and</strong> fair<br />

view of the financial position of the company <strong>and</strong> group as at 31 March 2008 <strong>and</strong> the results of their<br />

operations for the year ended on that date.<br />

Auditors’ responsibilities<br />

It is our responsibility to express an independent opinion on the financial statements presented by<br />

the Directors <strong>and</strong> report our opinion to you.<br />

Basis of opinion<br />

An audit includes examining, on a test basis, evidence relevant to the amounts <strong>and</strong> disclosures in the<br />

financial statements. It also includes assessing:<br />

• the significant estimates <strong>and</strong> judgements made by the Directors in the preparation of the financial<br />

statements;<br />

• whether the accounting policies are appropriate to the company’s <strong>and</strong> group’s circumstances,<br />

consistently applied <strong>and</strong> adequately disclosed.<br />

We conducted our audit in accordance with New Zeal<strong>and</strong> Auditing St<strong>and</strong>ards. We planned <strong>and</strong> performed<br />

our audit so as to obtain all the information <strong>and</strong> explanations which we considered necessary in order<br />

to provide us with sufficient evidence to obtain reasonable assurance that the financial statements are<br />

free from material misstatements, whether caused by fraud or error. In forming our opinion we also<br />

evaluated the overall adequacy of the presentation of information in the financial statements.<br />

Our firm has also provided other services to the company <strong>and</strong> its subsidiary in relation to taxation <strong>and</strong><br />

general accounting services. These matters have not impaired our independence as auditors of the<br />

company <strong>and</strong> group. The firm has no other relationship with, or interest in, the company or its subsidiary.<br />

Unqualified opinion<br />

We have obtained all the information <strong>and</strong> explanations we have required.<br />

In our opinion:<br />

• proper accounting records have been kept by the company as far as appears from our examination<br />

of those records;<br />

• the financial statements on pages 27 to 43:<br />

– comply with New Zeal<strong>and</strong> generally accepted accounting practice;<br />

– give a true <strong>and</strong> fair view of the financial position of the company <strong>and</strong> group as at 31 March<br />

2008 <strong>and</strong> the results of their operations for the year ended on that date.<br />

Our audit was completed on 17 July 2008 <strong>and</strong> our unqualified opinion is expressed as at that date.<br />

Tauranga


Statutory information - Year ended 31 March 2008<br />

a : Directors <strong>and</strong> remuneration<br />

The broad remuneration policy is to ensure the remuneration package properly reflects the person’s duties <strong>and</strong> responsibilities <strong>and</strong><br />

that remuneration is competitive in attracting, retaining <strong>and</strong> motivating people of the highest quality.<br />

Details of remuneration of each director of the <strong>Group</strong> are:<br />

The <strong>Group</strong> has provided no other benefits to a director for services as a director.<br />

Peter Rogers retired as a director during the course of the year.<br />

Tony Marks was appointed as a director in April 2008.<br />

b : Entries recorded in the interests register<br />

The following entries were recorded in the interest register of the <strong>Group</strong> during the year:<br />

Directors’ interests in transactions<br />

Directors <strong>and</strong> their associated interests enter packaging,<br />

packing <strong>and</strong>/or coolstorage contracts with the <strong>Group</strong> on normal<br />

commercial terms <strong>and</strong> conditions in the ordinary course of<br />

business activities with the <strong>Group</strong>. There were no other material<br />

entries made in the interests register during the year.<br />

Directors in office as at 31 March 2008<br />

David Goodwin<br />

– Director of <strong>Apata</strong> <strong>Limited</strong><br />

– Director of <strong>Apata</strong> Suppliers <strong>Limited</strong><br />

– Director of <strong>Apata</strong> Suppliers Entity <strong>Limited</strong><br />

– Trustee of <strong>Apata</strong> Suppliers Entity <strong>Limited</strong> Grower /Supplier<br />

Trust<br />

– Director of Centrepac Packhouse <strong>and</strong> Coolstore Ltd<br />

– Director <strong>and</strong> shareholder of Harvestpac Packhouse <strong>and</strong><br />

Coolstore <strong>Limited</strong><br />

– Director of Abbey Holdings <strong>Limited</strong><br />

– Director of Chateau Nominees <strong>Limited</strong><br />

– Director of Kiwifruit Supply New Zeal<strong>and</strong> <strong>Limited</strong><br />

– Director of SouthLink <strong>Limited</strong><br />

– Director of SouthLink Supply <strong>Limited</strong><br />

– Trustee of Harvest Ridge Trust Orchard<br />

– Trustee of Charisma Orchard<br />

Max McGreevy<br />

– Director <strong>and</strong> shareholder of <strong>Apata</strong> <strong>Limited</strong><br />

– Director of <strong>Apata</strong> Suppliers <strong>Limited</strong><br />

– Director of <strong>Apata</strong> Suppliers Entity <strong>Limited</strong><br />

– Trustee of <strong>Apata</strong> Suppliers Entity <strong>Limited</strong> Grower /Supplier<br />

Trust<br />

– Partner of MR & CL McGreevy (trading as Claremont Services)<br />

– Partner of Claremont Contractors Partnership<br />

– Director <strong>and</strong> shareholder of Sheoke Orchards Ltd<br />

– Director <strong>and</strong> shareholder of Tetley Coolstores Ltd<br />

– Director <strong>and</strong> shareholder of Claremont Services Ltd<br />

– Director <strong>and</strong> shareholder of Fern Garden <strong>Limited</strong><br />

2008 <strong>Group</strong> 2008 Company 2007 <strong>Group</strong> 2007 Company<br />

David Goodwin 31,750 31,750 32,000 32,000<br />

Peter Mayston 14,500 14,500 14,750 14,750<br />

Michael Muller 15,000 15,000 14,750 14,750<br />

Max McGreevy 16,500 16,500 16,500 16,500<br />

Paul O’Brien 14,750 14,750 15,000 15,000<br />

Peter Rogers 2,250 2,250 16,250 16,250<br />

94,750 94,750 109,250 109,250<br />

Peter Mayston<br />

– Director of <strong>Apata</strong> <strong>Limited</strong><br />

– Director of <strong>Apata</strong> Suppliers <strong>Limited</strong><br />

– Director <strong>and</strong> shareholder of Bruntwood Farms <strong>Limited</strong><br />

– Trustee of Bruntwood Investment Trust<br />

– Trustee of Bruntwood Trust<br />

– Trustee of PM Mayston Family Trust<br />

– Director <strong>and</strong> shareholder of Maniaroa Properties <strong>Limited</strong><br />

– Delegate of NZ Employers Association – Orchard <strong>and</strong><br />

Vineyard<br />

Michael Muller<br />

– Director of <strong>Apata</strong> <strong>Limited</strong><br />

– Director of <strong>Apata</strong> Suppliers <strong>Limited</strong><br />

– Director of Avalon Incorporated<br />

– Director of Birdhurst <strong>Limited</strong><br />

– Director of Golden Bay Fruit 2008 <strong>Limited</strong><br />

– Trustee of Equality Property Trust Incorporated<br />

– Director <strong>and</strong> shareholder of Muller & Associates <strong>Limited</strong><br />

– Trustee of Michael <strong>and</strong> Patricia Muller Family Trust<br />

Paul O’Brien<br />

– Director <strong>and</strong> shareholder of <strong>Apata</strong> <strong>Limited</strong><br />

– Director of <strong>Apata</strong> Suppliers <strong>Limited</strong><br />

– Director of <strong>Apata</strong> Suppliers Entity <strong>Limited</strong><br />

– Trustee of <strong>Apata</strong> Suppliers Entity <strong>Limited</strong> Grower /Supplier<br />

Trust<br />

– Director <strong>and</strong> shareholder of PR & PJ O’Brien <strong>Limited</strong><br />

– Trustee of PR & PJ O’Brien Family Trust<br />

– Partner of PR & PJ O’Brien Partnership<br />

– Partner of PR & CI & BJ O’Brien Partnership<br />

apata (annual report 2007/08)<br />

45


apata (annual report 2007/08)<br />

46<br />

Share dealings of directors in the Company<br />

The Michael <strong>and</strong> Patricia Muller Family Trust, in which Michael<br />

Muller has a beneficial interest, sold 33,333 shares during the<br />

course of the year. The Harvest Ridge Trust, in which David<br />

Goodwin has a beneficial interest, purchased 50,000 shares<br />

during the course of the year. Paul O’Brien also has an interest<br />

in the 13,000 shares held by P, C & B O’Brien.<br />

Loans to directors<br />

The <strong>Group</strong> has made no loans to a director nor has the <strong>Group</strong><br />

guaranteed any debts incurred by a director.<br />

Directors’ indemnity <strong>and</strong> insurance<br />

The <strong>Group</strong> has arranged directors <strong>and</strong> officers liability insurance<br />

cover in respect of <strong>Apata</strong> <strong>Limited</strong> <strong>and</strong> <strong>Apata</strong> Suppliers <strong>Limited</strong><br />

for $2,500,000 with QBE Insurance International <strong>Limited</strong> at a<br />

premium of $4,000 per annum. The directors portion of the<br />

premium is $400.<br />

c : Employee’s remuneration<br />

During the year the following number of employees received<br />

remuneration <strong>and</strong> other benefits of at least $100,000:<br />

Number of<br />

<strong>Apata</strong> <strong>Limited</strong> employees<br />

$250,000 – $259,999 1<br />

$140,000 – $149,999 1<br />

$110,000 – $119,999 1<br />

$100,000 – $109,999 1<br />

d : Auditors’ remuneration<br />

Shares held Shares held<br />

31.3.2008 31.3.2007<br />

David Goodwin (beneficially held) 308,209 258,209<br />

Peter Mayston (beneficially held) 554,464 554,464<br />

Michael Muller (beneficially held) 362,196 395,530<br />

Max McGreevy (beneficially held) 509,425 509,425<br />

Paul O’Brien 25,000 25,000<br />

During the year $28,503 has been paid or accrued to KPMG as<br />

the <strong>Group</strong>’s auditor (2007: $24,007), <strong>and</strong> $4,500 for other services<br />

relating to the transition to IFRS.<br />

e : Use of <strong>Group</strong> information<br />

During the year the Board received no notices from directors<br />

of the <strong>Group</strong> requesting to use <strong>Group</strong> information received in<br />

their capacity as directors that would not otherwise have been<br />

available to them.<br />

f : Donations<br />

The <strong>Group</strong> did not make any donations to charities during<br />

the year.


Securities Act Exemption Notice information<br />

<strong>Apata</strong> <strong>Limited</strong> (“the Company” or “the issuer”) has been<br />

granted a Securities Act (<strong>Apata</strong> <strong>Limited</strong>) Exemption Notice 2006<br />

by the Securities Commission (“the Exemption Notice”). The<br />

Exemption Notice was gazetted on 27 July 2006 <strong>and</strong> expires on<br />

27 July 2011.<br />

The Exemption Notice grants the Company exemptions,<br />

subject to conditions, from sections 37A(1)(c) <strong>and</strong> 54 of the<br />

Securities Act 1978 <strong>and</strong> clauses 4 to 9, 11 to 20, 22 to 38, <strong>and</strong><br />

40 to 42 of Schedule 1 of the Securities Regulations 1983 (“the<br />

Regulations”).<br />

The exemption in clause 5(c) of the Exemption Notice is subject<br />

to the condition that the information required by clauses<br />

4, 5A, 6, 7, 12 to 14, 17, 18, 20, <strong>and</strong> 42 of Schedule 1 of the<br />

Regulations is contained in every annual report of the Company.<br />

The following information is provided in accordance with the<br />

Exemption Notice:<br />

Principal subsidiaries of issuer<br />

No subsidiary of the issuer has total tangible assets that exceed<br />

5 percent of the amount of the total tangible assets of the<br />

issuing group.<br />

Restrictions on directors’ powers<br />

There are no modifications, exceptions or limitations on the<br />

powers of the board of the Company imposed by the constitution<br />

of the Company in force at 17 July 2008, except as provided in the<br />

Companies Act 1993, which requires the approval of shareholders<br />

to various matters including major transactions.<br />

Substantial equity security holders of issuer<br />

The ten largest holdings of equity securities of the issuer as at<br />

30 June 2008 are:<br />

Name of substantial equity security holder Holding<br />

1. Murray Bindon, Peter Martyn Mayston &<br />

Jenny Mayston 554,464<br />

2. Tetley Coolstores <strong>Limited</strong> 365,612<br />

3. Mike Muller, Patricia Muller & John Donald 362,196<br />

4. Harvestpac Packhouse & Coolstore <strong>Limited</strong> 238,209<br />

5. Melvyn Albert Walker, Delwyn Sonya<br />

Walker & Kevin Garty 188,086<br />

6. Melva Ethal Allan & William Beaumont<br />

Holl<strong>and</strong> 153,030<br />

7. Stuart Barry Weston, Rachel Weston<br />

& Fenton McFadden Trustee<br />

Company <strong>Limited</strong> 149,059<br />

8. Max Richard McGreevy & Catherine McGreevy 143,813<br />

9. Kenneth Shaw 125,000<br />

10. Trevor Goodman S<strong>and</strong>es & Gweneth<br />

Anne S<strong>and</strong>es 100,000<br />

None of the substantial equity security holders mentioned<br />

above undertake any liability in respect of any securities that<br />

may be offered by the Company.<br />

Description of activities of issuing group<br />

The Company, one of New Zeal<strong>and</strong>’s leading post harvest<br />

kiwifruit <strong>and</strong> avocado facilities, has been engaged in the following<br />

activities during the 5 years preceding 17 July 2008:<br />

– Coolstore of kiwifruit (conventional, medium term <strong>and</strong><br />

controlled atmosphere)<br />

– Coolstorage of avocados<br />

– Packing of kiwifruit <strong>and</strong> avocados<br />

– Conditioning <strong>and</strong> pre-ripening of kiwifruit <strong>and</strong> avocados<br />

– Laboratory services – pest management, Kiwistart, dry<br />

matter, botrytis prediction<br />

– Sales of local market <strong>and</strong> class II export kiwifruit <strong>and</strong> avocados<br />

– Grower services<br />

– Pre-packing<br />

– Leasing <strong>and</strong> management of kiwifruit orchards<br />

The other member of the issuing group (<strong>Apata</strong> Suppliers<br />

<strong>Limited</strong>) has been engaged in the following activities during the<br />

5 years preceding 17 July 2008:<br />

– Logistical services for export kiwifruit<br />

Details regarding the principal fixed assets held by members<br />

of the issuing group:<br />

Fixed Asset Use of fixed asset Owned/leased<br />

Freehold l<strong>and</strong> at<br />

<strong>Apata</strong> Packing & Coolstore Owned<br />

Buildings<br />

<strong>Apata</strong> Packing & Coolstore Owned<br />

Pyes Pa (Centrepac) Packing & Coolstore Leased<br />

Whangarei Packing & Coolstore Leased<br />

Katikati (Tetley) Packing & Coolstore Leased<br />

Forklifts & vehicles<br />

Truck (<strong>Apata</strong>) Packing & Coolstore Leased<br />

Utility vehicles (6)<br />

& car Packing & Coolstore Leased<br />

All others Packing & Coolstore Owned<br />

At all locations<br />

Plant <strong>and</strong> equipment Packing & Coolstore Owned<br />

Office equipment<br />

<strong>and</strong> furniture Packing & Coolstore Owned<br />

apata (annual report 2007/08)<br />

47


apata (annual report 2007/08)<br />

48<br />

Securities paid up otherwise than in cash<br />

Within the five years preceding 17 July 2008, no securities have<br />

been paid for otherwise than in cash.<br />

Options to subscribe for securities of issuing group<br />

No options have been granted or are proposed to be granted<br />

to any person.<br />

Appointment <strong>and</strong> retirement of directors<br />

A director may be appointed or removed from office by an<br />

ordinary resolution.<br />

At each Annual Meeting of the Company, one third of the<br />

directors for the time being, or if their number is not three<br />

or a multiple of three, then the nearest one third, shall retire<br />

from office. The directors to retire in every year shall be those<br />

who have been longest in office since their last election, but as<br />

between persons who became directors on the same day, those<br />

to retire shall (unless they otherwise agree among themselves)<br />

be determined by lot.<br />

A retiring director shall be eligible for re-election.<br />

The board of directors may by resolution from time to time<br />

appoint <strong>and</strong> remove two additional people as directors of the<br />

Company (each an “additional director”). An additional director<br />

will hold office for such term as is determined by the board at<br />

the time of appointment, up to a maximum term of three years.<br />

If no particular term is determined by the board, an additional<br />

director holds office for a term of one year.<br />

There are no rules relating to retirement age for directors.<br />

Every director may, by notice given in writing to the Company,<br />

appoint any persons (including any other director) to act as an<br />

alternate director in the director’s place, either generally or in<br />

respect of a specified meeting or meetings during the director’s<br />

absence or inability to act as a director. Every director may, at<br />

the director’s discretion by notice in writing to the Company,<br />

remove that director’s alternate director.<br />

An alternate director has the right to vote in the election of<br />

other directors of the issuer.<br />

Material contracts<br />

Material contracts that have been entered into by any member<br />

of the issuing group at any time in the two years preceding<br />

17 July 2008 are:<br />

ANZ National Bank <strong>Limited</strong> Loan Agreement for a principal<br />

amount of $3,700,000 dated 15 May 2007.<br />

In March 2008 this loan was converted from a 90 day bill loan<br />

into an interest rate swap loan.<br />

Pending proceedings<br />

There are no legal proceedings that are pending at 17 July 2008<br />

that may have a material adverse effect on the issuing group.<br />

Restrictions on issuing group<br />

<strong>Apata</strong> <strong>Limited</strong> must not make any distribution, other than a<br />

distribution out of the business profits which is commercially<br />

prudent at the time it is made. Such restriction results from an<br />

ANZ National Bank <strong>Limited</strong> General Security Agreement dated<br />

27 May 2004.<br />

There are no restrictions on the ability of any other member of<br />

the issuing group to make a distribution being restrictions that<br />

result from any undertaking given or contract or deed entered<br />

into, by the issuer or any of its subsidiaries.<br />

There are no restrictions on the ability of any member of the<br />

issuing group to borrow being restrictions that result from any<br />

undertaking given or contract or deed entered into, by the<br />

issuer or any of its subsidiaries.<br />

Auditors’ report<br />

A copy of the auditors’ report on the financial statements for the<br />

year ended 31 March 2008 from KPMG is attached.


Company details<br />

Company name <strong>Apata</strong> <strong>Limited</strong><br />

Company number 205019<br />

Date of incorporation 22 August 1983<br />

Nature of business Packhouse <strong>and</strong> Coolstore operators<br />

Directors David John Goodwin<br />

Max Richard McGreevy<br />

Anthony John Marks<br />

Peter Martyn Mayston<br />

Michael Muller<br />

Paul Rodney O’Brien<br />

Executive Todd Muller, Chief Executive Officer<br />

Colin Reilly, Chief Financial Officer<br />

Bevan Bayne, General Manager Grower Services<br />

Steve Low, Chief Operating Officer<br />

Auditors KPMG<br />

Tauranga<br />

Bankers ANZ National Bank <strong>Limited</strong><br />

Tauranga<br />

Solicitors Sharp Tudhope<br />

Tauranga<br />

Registered office Staples Rodway<br />

132 First Avenue<br />

Tauranga<br />

Number of shares on issue 4,505,484 ordinary shares.<br />

Distribution of Shareholding as at 5 June 2008<br />

No. of Percentage of Percentage Average<br />

shareholders Shares held shareholders of shares holding<br />

Up to 1,999 shares 25 33,905 9.1% 0.8% 1,356<br />

2,000 to 9,999 shares 184 795,790 66.9% 17.6% 4,325<br />

10,000 to 24,999 shares 37 512,763 13.5% 11.4% 13,858<br />

25,000 to 99,999 shares 19 783,557 6.9% 17.4% 41,240<br />

100,000 shares or more 10 2,379,469 3.6% 52.8% 237,947<br />

275 4,505,484 100.0% 100.0% 16,384<br />

apata (annual report 2007/08)<br />

49


apata<br />

partners for growth<br />

Northl<strong>and</strong><br />

37 Southend Avenue<br />

Otaika, Whangarei 0110<br />

p : (09) 430 8003<br />

f : (09) 430 8006<br />

Pyes Pa<br />

83 Pyes Pa Road<br />

Tauranga 3112<br />

p : (07) 543 1211<br />

f : (07) 543 0096<br />

e : reception@apata.co.nz w : www.apata.co.nz<br />

<strong>Apata</strong> head office<br />

Turntable Hill Road, RD 2<br />

Katikati 3178<br />

p : (07) 552 0911<br />

f : (07) 552 0666

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