Sie sind auf Seite 1von 53

Goodman Fielder New Zealand Limited

Annual Report
30 June 2014

Goodman Fielder New Zealand Limited


Annual report - 30 June 2014

Contents
Corporate directory
Directors' report
Directors' declaration
Financial statements
Statement of profit or loss and other comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes to the financial statements

Page
1
2
4
5
6
7
8
9

Goodman Fielder New Zealand Limited


Corporate directory

Nature of business

Food manufacture

Incorporation Number

1508360

Directors

Peter Reidie
(Chairman)
Jonathon West
Shane Gannon (resigned 26 November 2013)
John Fraser-Mackenzie (resigned 17 April 2014)
Gilbert Iain Abercrombie (appointed 17 April 2014)

Principal registered office

2/8 Nelson Street


Auckland 1010

Postal address

PO Box 90 450
Victoria Street West
Auckland 1010

Auditor

KPMG
New Zealand

Solicitors

Bell Gully
Russell McVeagh

Bankers

Westpac New Zealand Ltd


16 Taku Tai Square
Auckland 1010

Stock exchange listings

Goodman Fielder New Zealand Limited has issued senior


unsecured fixed rate bonds which are listed on the NZX Debt
Market (NZDX).

Goodman Fielder New Zealand Limited


Directors' report
30 June 2014

Directors' report
The directors present their report for the year ended 30 June 2014.
Directors
Peter Reidie (Chairman)
Jonathon West
Shane Gannon (resigned 26 November 2013)
John Fraser Mackenzie (resigned 17 April 2014)
Gilbert Iain Abercrombie (appointed 17 April 2014)
Review of operations
The Companys revenue increased 2% to $939.2 million, primarily as a result of pricing to help cover the increase in the Dairy
commodity costs. This increment was partially offset by challenging trading conditions which impacted on price and volume in
the Baking division. Net loss for the year was $201.4 million, which was a decrease of more than 100% on prior year profit of
$37.8 million.
The decline in profit for the year is a result of a loss on sale of the Meats and Pizza businesses before tax of $37.4 million, an
impairment of goodwill of $160.2m, relating to the Baking and Grocery divisions of $137.7m and $22.5m respectively. In
addition an increase Dairy commodity costs for the year of $49.7 million has added to the loss for the year. Prior year included
Christchurch earthquake insurance income of $29.5 million, not repeated in current year.
The financing costs decreased 17% to $41.1 million, which reflects the benefit of lower advances from Group companies for the
year.
Divestments
During the year the Company successfully divested non-core assets of its Meats business (part of the Dairy segment) and
Pizza business (part of the Baking segment) to Hellers Limited in New Zealand and Mommas Frozen Products Limited
respectively. The proceeds from the sale of these assets were used to repay intergroup borrowings.
Baking
Revenue in the Baking division decreased 16% to $317.0 million, impacted by reduced volumes, partially offset by pricing.
Grocery
Revenue in the Grocery division increased 4% to $82.5 million. The improvement in the division is a result of average higher
selling price, with volumes being consistent period on period.
Dairy
Revenue in the Dairy division increased 6% to $520.3 million. The improvement in the division is a result of average higher
selling price, to offset the increase in the dairy raw milk pricing, with consistent volumes period on period.
Asia Pacific
Revenue in the Asia Pacific export business decreased 14% to $19.4 million. This business supplies Dairy products to Asia and
the decline is predomoinantly due to an increase in commodity costs, which has not been fully recovered via pricing.
Companies Act 1993
In accordance with section 211(3) of the Companies Act 1993 (the Act), Goodman Fielder Limited, as the Company's sole
shareholder, has resolved that the Company's annual report for the year ended 30 June 2014 need not comply with paragraphs
211(1)(a) and 211(1)(e) to (j) of the Act and, accordingly, this annual report does not include particulars required by those
paragraphs.
Signed in accordance with a resolution of the Directors.

Goodman Fielder New Zealand Limited


Statement of profit or loss and other comprehensive income
For the year ended 30 June 2014

Notes
Continuing operations
Revenue
Cost of sales

2014
$'000

939,186
(633,849)
305,337

Gross profit

Other income

Warehousing and distribution expenses


Selling and marketing expenses
General and administration expenses
Other(i)

(42,073)
890
(41,183)

(49,711)
184
(49,527)

(202,984)

48,564

1,612
(201,372)

(11,564)
37,000

11(c)

(201,372)

819
37,819

(201,372)

37,819

Net financing costs


(Loss) / profit before income tax from continuing operations

Profit from discontinued operations, net of income tax


(Loss) / profit after income tax

30,636
(90,525)
(115,245)
(67,929)
98,091

Income tax benefit / (expense)


(Loss) / profit for the year from continuing operations

921,551
(580,397)
341,154

(89,698)
(112,794)
(68,085)
(197,588)
(161,801)

Operating (loss) / profit before financing costs


Interest expense
Interest income

1,027

2013
$'000

Other comprehensive income


Items that will never be reclassified to profit or loss
Items that are or may be reclassified to profit or loss
Total comprehensive (loss)/income
(i)

Includes $37,394,000 of loss on sale of the Meats and Pizza businesses, and impairment of goodwill of $160,194,000
relating to the Baking and Grocery segments. Details are shown at Note 5 Segment information.

The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying
notes.
5

Goodman Fielder New Zealand Limited


Statement of financial position
As at 30 June 2014

Notes
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Current tax receivables
Other current assets
Total current assets
Non-current assets
Property, plant and equipment
Intangible assets
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Borrowings
Provisions
Advance from group companies
Total current liabilities
Non-current liabilities
Borrowings
Provisions
Deferred tax liabilities
Total non-current liabilities
Total liabilities

73,758
45,894
40,628
475
243
160,998

31,791
45,918
47,205
927
125,841

15
16

164,519
952,152
1,116,671
1,277,669

175,382
1,149,502
1,324,884
1,450,725

18
21
19
20

128,264
232
20,370
335,251
484,117

99,298
356
16,669
338,558
454,881

22
24
23

247,914
290
15,927
264,131
748,248

246,973
790
17,288
265,051
719,932

529,421

730,793

883,480
(354,059)
529,421
529,421

883,480
(152,687)
730,793
730,793

25

The above statement of financial position should be read in conjunction with the accompanying notes.
6

2013
$'000

12
13
14

Net assets
Equity
Contributed equity
Accumulated losses
Capital and reserves attributable to owners of Goodman Fielder Limited
Total equity

2014
$'000

Goodman Fielder New Zealand Limited


Statement of changes in equity
For the year ended 30 June 2014
Attributable to owners of
Goodman Fielder New
Zealand Limited
Share
Accumulated
Capital
losses
Notes
$'000
$'000

Total
equity
$'000

883,480
-

(165,506)
37,819
37,819

717,974
37,819
37,819

(25,000)
(25,000)

(25,000)
(25,000)

Balance at 30 June 2013

883,480

(152,687)

730,793

Balance at 1 July 2013


Loss for the year
Other comprehensive income
Total comprehensive loss

883,480
-

(152,687)
(201,372)
(201,372)

730,793
(201,372)
(201,372)

Balance at 1 July 2012


Profit for the year
Other comprehensive income
Total comprehensive income
Transactions with owners:
Dividends paid

26

Total transactions with owners

Transactions with owners:


Dividends paid

26

Total transactions with owners

883,480

Balance at 30 June 2014

The above statement of changes in equity should be read in conjunction with the accompanying notes.
7

(354,059)

529,421

Goodman Fielder New Zealand Limited


Statement of cash flows
For the year ended 30 June 2014

Notes
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
Interest paid
Net cash inflow from operating activities

29

Cash flows from investing activities


Payments for property, plant and equipment
Payments for purchase of intangibles
Proceeds from sale of property, plant and equipment
Proceeds from sale of business
Insurance recovery relating to Christchurch earthquakes
Net cash (outflow) / inflow from investing activities

15
16

Cash flows from financing activities


Loans (to)/from related parties
Finance lease payments
Dividends paid
Net cash inflow / (outflow) from financing activities
Net increase / (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Cash and cash equivalents at end of year

12

2014
$'000

2013
$'000

1,074,591
(979,686)
890
(48,590)
47,205

1,144,957
(1,040,919)
184
(20,114)
84,108

(19,192)
(3,697)
868
12,808
(9,213)

(16,092)
(5,968)
84,333
32,700
94,973

4,311
(336)
3,975

(184,189)
(245)
(25,000)
(209,434)

41,967
31,791
73,758

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
8

(30,353)
62,144
31,791

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014

Contents of the notes to the financial statements


Page
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32

General information
Summary of significant accounting policies
Financial risk management
Critical accounting estimates and judgements
Segment information
Other income
Expenses
Interest expense
Income tax expense
Employee benefit expense
Business divestments and discontinued operations
Current assets - Cash and cash equivalents
Current assets - Trade and other receivables
Current assets - Inventories
Non-current assets - Property, plant and equipment
Non-current assets - Intangible assets
Superannuation plan
Current liabilities - Trade and other payables
Current liabilities - Provisions
Current liabilities - Advances from group companies
Current liabilities - Borrowings
Non-current liabilities - Borrowings
Non-current liabilities - Deferred tax liabilities
Non-current liabilities - Provisions
Share capital
Dividends
Contingencies
Commitments
Reconciliation of profit after income tax to net cash inflow from operating activities
Related party transactions
Key management personnel disclosures
Matters subsequent to the end of the financial year

10
10
19
24
24
27
28
28
29
30
30
32
32
33
34
35
38
38
38
39
39
40
41
42
42
42
43
43
44
45
46
47

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

1 General information
Goodman Fielder New Zealand Limited ("the Company") is a company incorporated and domiciled in New Zealand. The
Company is registered under the New Zealand Companies Act 1993.
The principal activities of the Company are the manufacture, distribution and marketing of consumer food products.
The financial statements of the Company are for the year ended 30 June 2014. The financial statements were authorised for
issue by the Directors on 13 August 2014.

2 Summary of significant accounting policies


The principal accounting policies adopted in the preparation of the financial report are set out below. These policies have been
consistently applied to all the years presented, unless otherwise stated.
The consolidated financial statements were authorised for issue by the Directors on 13 August 2014.
(a) Basis of preparation
These general purpose financial statements have been prepared in accordance with New Zealand generally accepted
accounting practice (NZ GAAP). They comply with New Zealand equivalents to International Financial Reporting Standards (NZ
IFRS), and other applicable New Zealand Financial Reporting Standards, as appropriate for profit oriented entities.
(i)

Compliance with IFRS

The financial statements of the Company also comply with International Financial Reporting Standards (IFRS) as issued by the
International Accounting Standards Board (IASB).
(ii)

New and amended standards adopted by the Group

The following new standards and amendments to standards, including any consequential amendments to other standards, with
a date of initial application of 1 July 2013, has been adopted by the Company.
Presentation of other comprehensive income
As a result of the amendments to IAS 1, the Group has modified the presentation of items in OCI in its statement of profit or
loss and other comprehensive income, to present separately items that would be reclassified to profit or loss from those that
would never be. Comparative information has been re-presented accordingly.
NZ IFRS 7 Offsetting of financial assets and financial liabilities
As a result of the amendments to NZ IFRS 7, the Group has expanded its disclosures about the offsetting of financial assets
and financial liabilities (see note 3).
NZ IFRS 10 Consolidated Financial Statements (2011)
As a result of NZ IFRS 10 (2011), the Group has changed its accounting policy for determining whether it has control over and
consequently whether it consolidates its investees. NZ IFRS 10 (2011) introduces a new control model that focuses on whether
the Group has power over an investee, exposure to rights to variable returns from its involvement with the investee and ability
to use its power to affect those returns.
NZ IFRS 11 Joint Arrangements
The adoption of NZ IFRS 11 (2011) has had no impact on the Company as it does not have any joint arrangements.

10

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

2 Summary of significant accounting policies (continued)


(a) Basis of preparation (continued)
(ii)

New and amended standards adopted by the Company (continued)

NZ IFRS 13 Fair Value Measurement


NZ IFRS 13 establishes a single framework for measuring fair value and making disclosures about fair value measurements,
when such measurements are required or permitted by other NZ IFRSs. In particular, it unifies the definition of fair value as the
price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants at the
measurement date. It also replaces and expands the disclosure requirements about fair value measurements in other NZ
IFRS's, including NZ IFRS 7 Financial Instruments: Disclosures. Some of these disclosures are specifically required in financial
statements for financial instruments; accordingly, the Group has included additional disclosures in this regard (see Note 2).
In accordance with the transitional provisions of NZ IFRS 13, the Group has applied the new fair value measurement guidance
prospectively, and has not provided any comparative information for new disclosures. Notwithstanding the above, the change
had no significant impact on the measurements of the Groups assets and liabilities.
(iii) Statutory base
Goodman Fielder New Zealand Limited is a limited liability company which is domiciled and incorporated in New Zealand. It is
registered under the Companies Act 1993 and is an issuer in terms of the Financial Reporting Act 1993.
The financial statements have been prepared in accordance with the requirements of the Financial Reporting Act 1993 and the
Companies Act 1993.
(iv) Historical cost convention
The financial statements are prepared on the historical cost basis except for non-current assets held for sale which are valued
at the lower of carrying amount and fair value less costs to sell.
(v) Critical accounting estimates
The preparation of financial statements in conformity with NZ IFRS requires the use of certain accounting estimates. It also
requires management to exercise its judgement in the process of applying the Companys accounting policies. The areas
involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial
statements are disclosed in note 4.
(vi) Going concern
As at 30 June 2014, the Company has net current liabilities of $323,199,000 (2013: $329,040,000). This is primarily due to the
advance from group companies. Refer to note 20 for further details.
The financial statements have been prepared on a going concern basis as the parent of the Company has provided a letter of
comfort to the Company confirming its continuing financial support to the Company.
(vii) Presentation currency
The financial statements are presented in New Zealand dollars unless otherwise stated and all values are rounded to the
nearest thousand dollars ($'000). The functional currency is New Zealand Dollars (NZD).

11

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

2 Summary of significant accounting policies (continued)


(b) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker. The chief executive officer has been identified as the chief operating decision maker that makes strategic decisions.
Segment assets include all assets used by a segment and consist primarily of cash, receivables, inventories, property, plant
and equipment and goodwill and other intangible assets, net of related provisions. While most of these assets can be directly
attributable to individual segments, the carrying amounts of certain assets used jointly by segments are allocated, where
possible, based on reasonable estimates of usage. IT and development software and corporate cash is not allocated to
segments. Segment liabilities consist primarily of trade and other creditors and employee provisions. External borrowings are
not allocated to segments. Segment assets and liabilities do not include derivative instruments and income taxes.
Segment result is earnings before interest and tax (EBIT) reported by segment revenue less cost of goods sold, selling and
marketing expenses, distribution expenses and general and administrative expenses (excluding corporate revenues and
administrative expenses relating to head office).
Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment, and intangible
assets other than goodwill.
Inter segment transfers
Segment revenues, expenses and results include transfers between segments. Such transfers are priced on an ''arms length''
basis or a "fully absorbed" cost basis and are eliminated on consolidation of segments.
(c) Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can
be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:
(i)

Sale of goods

Revenue is recognised at the fair value of consideration received or receivable (net of returns, discounts and allowances) when
the significant risks and rewards of ownership of the goods have passed to the customer and can be measured reliably. Risks
and rewards are considered to have passed to the buyer at the time of delivery of the goods to the customer.
(ii)

Interest income

Interest income is recognised as it accrues, using the effective interest method. This is a method of calculating the amortised
cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the
rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying
amount of the financial asset.
(d) Expenses
Operating lease payments
Payments made under operating leases are recognised in profit or loss on a straight line basis over the term of the lease.
Lease incentives received are recognised in profit or loss over the lease term as an integral part of the total lease expense.
Interest expense
Interest expense comprises interest payable on borrowings. Interest payable on borrowings is calculated using the effective
interest method and recognised in profit or loss.

12

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

2 Summary of significant accounting policies (continued)


(e) Income tax
Income tax expense comprises current and deferred tax. Income tax expense is recognised in profit or loss except to the extent
that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised in equity or
other comprehensive income.
Current tax is the estimated income tax payable or receivable in the current year, adjusted for any differences between the
estimated and actual income tax payable or receivable in prior periods.
Deferred tax is recognised in respect of providing for temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are
not provided for: differences relating to goodwill not deductible for tax purposes and the initial recognition of assets or liabilities
that affect neither accounting nor taxable profit in a transaction that is not a business combination. The amount of deferred tax
provided is based on the expected manner of realisation or settlement of the carrying amounts of assets and liabilities, using
tax rates enacted or substantively enacted at the reporting date. A deferred tax asset is recognised only to the extent that it is
probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to
the extent that it is no longer probable that the related tax benefit will be realised.
(f)

Foreign currency translation

(i)

Functional and presentation currency

Items included in the financial statements of each of the Company's operations are measured using the currency of the primary
economic environment in which it operates the functional currency. The financial statements are presented in New Zealand
dollars, which is the Company's functional and presentation currency.
(ii)

Transactions and balances

Transactions denominated in a foreign currency are converted to New Zealand Dollars at the exchange rate in effect at the date
of the transaction.
Monetary assets and liabilities arising from trading transactions or overseas borrowings that remain unsettled at balance date
are translated at closing rates. Foreign exchange differences arising on translation are recognised in profit or loss.
(g) Goods and Services Tax (GST)
All amounts are shown exclusive of Goods and Service Tax (GST), except for receivables and payables that are stated
inclusive of GST.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities
which are recoverable from, or payable to the taxation authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.
(h) Cash and cash equivalents
For statement of cash flows presentation purposes, cash and cash equivalents includes cash on hand, short term deposits with
original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an
insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on
the statement of financial position.

13

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

2 Summary of significant accounting policies (continued)


(i)

Trade receivables

The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market
rate of interest at the reporting date. This fair value is determined for disclosure purposes or when such assets are acquired in a
business combination.
Trade and other receivables are stated at their cost less impairment losses.
Derecognition of securitised receivables
Securitised receivables are derecognised when:

the rights to receive cash flows from the receivable have expired;
the Company retains the right to receive cash flows from the receivable, but has assumed an obligation to pay them in
full without material delay to a third party; or
the Company has transferred its rights to receive cash flows from the receivable and either (a) has transferred
substantially all the risks and rewards of the receivable, or (b) has neither transferred nor retained substantially all the
risks and rewards of the receivable, but has transferred control of the receivable.

Receivables for insurance recoveries are recognised only when the recoveries are virtually certain of receipt. The receivables
are presented gross in the statement of financial position and are not netted off against related payables or otherwise grouped
to offset impairment losses of other current assets. The recoveries are recognised in the profit or loss under 'other income'.
(j)

Inventories

Inventories are measured at the lower of cost and net realisable value. Cost is based on the first in first out or weighted average
principle, whichever is most appropriate, and includes expenditure incurred in acquiring the inventories and bringing them to
their existing location and condition.
In the case of manufactured inventories and work in progress, cost includes all direct costs plus that portion of the fixed and
variable production overhead incurred in putting inventories into their present location and condition, based on normal operating
capacity.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the
estimated costs necessary to make the sale.
(k) Property, plant and equipment
Property, plant and equipment is measured at cost less accumulated depreciation and any accumulated impairment losses.
Any gain or loss on disposal on disposal of an item of property, plant and equipment is recognised in profit or loss.
Depreciation is charged to profit or loss on a straight line or diminishing value basis over the estimated useful lives of each part
of an item of property, plant and equipment. Land is not depreciated. The depreciation rates for each class of property, plant
and equipment are as follows:
-

Freehold Buildings
Leasehold properties
Plant and equipment
Leased plant and equipment

Straight-line
Diminishing value
2% - 5%
4% - 6%
The shorter of the lease term or the life of the asset
4% - 60%
4% - 50%
The shorter of the lease term or the life of the asset

14

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

2 Summary of significant accounting policies (continued)


(l)

Intangible assets

(i)

Goodwill

Goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets acquired.
In respect of acquisitions that took place in the period, goodwill is provisionally determined based on the preliminary fair value
of net identifiable assets acquired. Goodwill recognised on acquisition is subject to change until the allocation of the purchase
price to the fair value of net identifiable assets is finalised, not more than 12 months from the date of acquisition. Where the
excess is negative, the gain is recognised immediately in profit or loss.
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash generating units and is not
amortised but is tested annually for impairment (see "Impairment of assets" below).
(ii)

Brand names and licences

Intangible assets are carried at cost less any accumulated amortisation and any impairment losses. Internally generated
intangible assets are not capitalised and are expensed in the year in which the expenditure is incurred.
Brand names and licences with indefinite useful lives are tested for impairment annually either individually or at the cash
generating unit level. Such intangibles are not amortised. The Company assesses the useful life of all intangible assets at each
reporting date. Any changes in the useful lives are accounted for as a change in an accounting estimate and are thus
accounted for on a prospective basis. Licences with finite lives are amortised over their lives in accordance with the estimated
timing of the benefits expected to be received from those assets.
(iii) IT development and software
Software is stated at cost less accumulated amortisation and impairment losses.
Costs incurred in developing products or systems and costs incurred in acquiring software and licenses that will contribute to
future period financial benefits through revenue generation and/or cost reduction are capitalised to software. Costs capitalised
include external direct costs of materials and service, direct payroll and payroll related costs of employees time spent on the
project. Amortisation is charged to profit or loss on a straight line basis over the estimated useful life ranging from 4 to 6 years.
IT development costs include only those costs directly attributable to the development phase and are only recognised following
completion of technical feasibility and where the Company has an intention and ability to use the asset.
(m) Impairment of assets
The carrying amounts of the Groups assets, other than inventories and deferred tax assets, are reviewed at each reporting
date to determine whether there is any indication of impairment. If any such indication exists, the assets recoverable amount is
estimated.
For goodwill and intangible assets with indefinite useful lives, the recoverable amount is estimated at each reporting date, or
more frequently if events or changes in circumstances indicate that the carrying value may be impaired.
An impairment loss is recognised whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable
amount. Impairment losses are recognised in the income statement.
Impairment losses recognised in respect of cash generating units are allocated first to reduce the carrying amount of any
goodwill allocated to cash generating units (group of units) and then, to reduce the carrying amount of the other assets in the
unit (group of units) on a pro rata basis.

15

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

2 Summary of significant accounting policies (continued)


(m) Impairment of assets (continued)
(i)

Calculation of recoverable amount

The recoverable amount of the Companys non current receivables carried at amortised cost is calculated as the present value
of estimated future cash flows, discounted at the original effective interest rate (i.e. the effective interest rate computed at initial
recognition of these financial assets). Receivables with a short duration are not discounted.
Impairment of receivables is not recognised until objective evidence is available that a loss event has occurred. Significant
receivables are individually assessed for impairment. Impairment testing of significant receivables that are not assessed as
impaired individually is performed by placing them into portfolios of significant receivables with similar risk profiles and
undertaking a collective assessment of impairment.
Non significant receivables are not individually assessed. Instead, impairment testing is performed by placing non-significant
receivables in portfolios of similar risk profiles, based on objective evidence from historical experience adjusted for any effects
of conditions existing at each reporting date.
The recoverable amount of other assets is the greater of their fair value less costs to sell and value in use. In assessing value in
use, the estimated future cash flows are discounted to their present value using a pre tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely
independent cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs. A
cash generating unit represents the smallest group of assets that generates cash inflows from continuing use that are largely
independent of the cash inflows of other assets or group of assets.
(n) Trade and other payables
Trade and other payables are stated at cost.
(o) Borrowings
Interest bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial
recognition, interest bearing borrowings are stated at amortised cost with any difference between cost and redemption value
being recognised in the income statement over the period of the borrowings on an effective interest basis.
Interest bearing borrowings are derecognised when the obligation under the liability is discharged or cancelled or expires.
(p) Provisions
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event and it
is probable that an outflow of economic benefits will be required to settle the obligation.
If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a
pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to
that liability. When discounting is used, the increase in the provision due to the passage of time is recognised as an interest
expense.
(i)

Business closure and rationalisation

A business closure and rationalisation provision is recognised when the Company has developed a detailed formal plan for the
business closure and rationalisation and has raised a valid expectation in those affected that it will carry out the business
closure and rationalisation by starting to implement the plan or announcing its main features to those affected by it. The
measurement of a business closure and rationalisation provision includes only the direct expenditures arising from the business
closure and rationalisation, which are those amounts that are both necessarily entailed by the business closure and
rationalisation and not associated with the ongoing activities of the Company.
(ii)

Onerous contracts

Present obligations arising under onerous contracts are recognised and measured as a provision. An onerous contract is
considered to exist where the Company has a contract under which the unavoidable costs of meeting the obligations under the
contract exceed the economic benefits expected to be received under it.
The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected
net cost of continuing with the contract.

16

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

2 Summary of significant accounting policies (continued)


(q) Employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and sick leave expected to be settled within 12
months of the reporting date represent present obligations in respect of employees' services up to the reporting date. They are
calculated at undiscounted amounts based on remuneration rates that the entity expects to pay at the reporting date including
related on costs.
The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of
expected future payments to be made in respect of services provided by employees up to the reporting date. The obligation is
calculated using the projected unit credit method and is discounted to its present value. The discount is the market yield on
relevant New Zealand Government Stock at reporting date.
Obligations for contributions to defined contribution superannuation funds are recognised as an expense in profit or loss as
incurred.
(r)

Leases

Leases in terms of which the Group assumes substantially all the risks and rewards of ownership are classified as finance
leases. Upon initial recognition, the leased asset is measured at lower of its fair value and the present value of the minimum
lease payments.
Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the
outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant period
rate of interest on the remaining balance of the liability.
Other leases are operating leases and are not recognised on the Company's statement of financial position.
Payments made under operating leases are recognised in profit and loss on a straight line basis over the term of the lease.
(s) Non-derivative financial instruments
Non-derivative financial instruments comprise trade and other receivables, cash, loans, advances to and from group companies
and trade and other payables.
The non-derivative financial instruments are recognised initially at fair value. Subsequent to initial recognition these
non-derivative financial instruments are measured at amortised cost using the effective interest method, less any impaired
losses. Any directly attributable transaction costs are deferred and amortised using the effective interest method.
A financial instrument is recognised if the Company becomes a party to the contractual provisions of the instrument. Financial
assets are derecognised if the Company's contractual rights to the cash flows from the financial assets expire or if the company
transfers the financial asset to another party without retaining control or substantially all risks and rewards of the asset.
Financial liabilities are derecognised if the Company's obligations specified in the contract expire or are discharged or
cancelled.
(t)

Fair value estimation

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure
purposes.
The fair values of financial instruments that are not traded in an active market are determined using valuation techniques. The
Company uses a variety of methods and makes assumptions that are based on market conditions existing at each balance
date. Other techniques, such as estimated discounted cash flows, are used to determine fair value for the remaining financial
instruments. The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows. The fair
value of forward exchange contracts is determined using forward exchange market rates at the balance date. Fair values reflect
the credit risk of the financial instrument and include adjustments to take account of the credit risk of the Company and
counterparty when appropriate.
The carrying value less impairment provision of trade receivables is assumed to approximate its fair value due to its short term
nature. The fair value of non current financial liabilities for disclosure purposes is estimated by discounting the future
contractual cash flows at the current market interest rate that is available to the Company for similar financial instruments.

17

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

2 Summary of significant accounting policies (continued)


(u) Business combinations
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which
control is transferred to the Company. Control is determined by whether the Group has power over an investee, exposure to
rights and variable returns from its involvement with the investee and the ability to use its power to affect these returns.
The Company measures goodwill at the acquisition date as:
the fair value of the consideration transferred; plus
the recognised amount of any non controlling interests in the acquiree; plus
if the business combination is achieved in stages, the fair value of the pre existing equity interest in the acquiree; less
the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.
A bargain purchase gain is recognised immediately in profit or loss.
(v) Share Capital
Ordinary shares are classified as equity. Transaction costs of an equity transaction are accounted for as a deduction from
equity, net of any related income tax benefit.
(w) Dividends
A liability for dividends payable is recognised in the period in which the dividends are determined for the entire undistributed
amount.
(x) Non-current assets (or disposal groups) held for sale and discontinued operations
Non-current assets or disposal groups comprising assets and liabilities, that are expected to be recovered primarily through
sale rather than through continuing use, are classified as held for sale. Immediately before classification as held for sale the
assets or components of a disposal group are remeasured in accordance with the Company's accounting policies. Thereafter
generally the assets or disposal group are measured at the lower of their carrying amount and fair less cost to sell. Any
impairment loss on a disposal group is allocated to goodwill. Impairment losses on classification as held for sale and
subsequent gains or losses on remeasurement are recognised in profit or loss. Gains are not recognised in excess of
cumulative impairment loss.
Once classified as held for sale, intangible assets and property, plant and equipment are no longer amortised or depreciated.
(y) Financial guarantee contracts
Financial guarantee contracts are recognised as a financial liability at the time the guarantee is issued. The liability is initially
measured at fair value and subsequently at the higher of the amount determined in accordance with NZ IAS 137 Provisions,
Contingent Liabilities and Contingent Assets and the amount initially recognised less cumulative amortisation, where
appropriate.
The fair value of financial guarantees is determined as the present value of the difference in net cash flows between the
contractual payments under the debt instrument and the payments that would be required without the guarantee, or the
estimated amount that would be payable to a third party for assuming the obligations.
Where guarantees in relation to loans or other payables of associates are provided for no compensation, the fair values are
accounted for as contributions and recognised as part of the cost of the investment.
(z) Prior year comparatives
Income Statement
Prior year comparatives for certain items of expenses have been reclassified to correctly reflect the income statement
classifications. As a result $74,082,000 of fixed manufacting costs were reclassified to cost of sales.

18

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

2 Summary of significant accounting policies (continued)


(aa) Standards, amendments and interpretations to existing standards that are not yet effective
A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after 1
July 2013, and have not been applied in preparing these consolidated financial statements. None of these is expected to have a
significant effect on the consolidated financial statements of the Group, except for NZ IFRS 9 Financial Instruments, which the
mandatory effective date is yet to be finalised, this could change the classification and measurement of financial assets. The
Company does not plan to adopt this standard early and the extent of the impact has not been determined.

3 Financial risk management


The Companys principal financial instruments include trade receivables and payables, cash and short term deposits, advance
from group companies and borrowings.
A related group company, Goodman Fielder Treasury Pty Ltd NZ Branch, provides financing and hedging services to the
Company. This includes inter company loans, and derivative financial instruments such as interest rate swaps, foreign
exchange rate forwards and commodity swaps. Intercompany interest is paid by the Company on all intercompany loans at
market rates, and cashflows from hedging activities are fully passed through to the Company when realised.
As a result of the Companys operations and sources of finance, it is exposed to credit risk, liquidity risk and market risks which
include foreign currency risk, commodity price risk and interest rate risk. These risks are described below.
The Board of Directors has overall responsibility for the establishment and oversight of the Companys risk management
framework. The Companys risk management policies are established to identify and analyse the financial risks faced by the
Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies
and systems are reviewed regularly to reflect changes in market conditions and the Companys activities.
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of
measurement and the basis upon which income and expenses are recognised, in respect of each class of financial asset and
financial liability are disclosed in the statement of accounting policies to the financial statements.
The Company holds the following financial assets and liabilities:
Carrying value

2014
$'000
Financial assets
Cash and cash equivalents
Trade and other receivables

2013
$'000

73,758
45,894
119,652

31,791
45,918
77,709

128,264
335,251
248,146
711,661

99,298
338,558
247,329
685,185

Financial liabilities
Trade and other payables
Advance from group companies
Borrowings

(a) Market risk


Market risk is the risk that changes in market prices, such as commodity prices, foreign exchange rates and interest rates, will
affect the Companys profit or loss or the value of its holdings of financial instruments. The objective of market risk management
is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk.

19

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

3 Financial risk management (continued)


(a) Market risk (continued)
(i)

Foreign exchange risk

The Company predominantly operates in New Zealand and thus a significant portion of the Companys revenues, expenditures
and cash flows are generated, and assets and liabilities are located in New Zealand.
However, a significant portion of the Company's commodity purchases are denominated in either Australian dollars or US
dollars. As a result, the Company is exposed to foreign currency risks arising from movements in foreign currency exchange
rates.
The Company reports in New Zealand dollars. Movements in foreign currency exchange rates affect reported financial results,
financial position and cash flows. Where practical, the Company attempts to reduce this risk by matching revenues and
expenditures, as well as assets and liabilities, by country and by currency.
Foreign exchange rates applied against the New Zealand Dollar, at 30 June 2014 are 0.9303 Australian Dollar (2013: 0.8467)
and 0.8740 United States Dollar (2013: 0.7737).
The Groups exposure to foreign currency risk at the reporting date was as follows (all amounts are denominated in New
Zealand dollars):
2014

Trade and other receivables


Trade and other payables

Net exposure

AUD
$'000

USD

EUR

$'000

$'000

478
(1,383)
(905)

478
(2)
476

(248)
(248)

AUD
$'000

USD

EUR

$'000

$'000

(1,113)
(1,113)

517
517

(245)
(245)

2013

Trade and other receivables


Trade and other payables

Net exposure
(ii)

Commodity price risk

The Company's activities expose it to the risk of changes in commodity prices. The Company is a purchaser of certain
commodities including wheat, sugar, edible oils, fats and fuel. The Company purchases these commodities based on market
prices that are established with the supplier as part of the purchase process. It is Company policy that transactions to procure
commodities are executed within daily transaction limits as well as within minimum and maximum cover ratios for forecast
requirements over the following 12 month period.
(iii) Interest rate risk
The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's advance from group
companies and the retail bonds. Interest on inter company loans is fixed at 30 June each year for the full year ahead. Interest is
paid by the Company on inter company loans annually in arrears. Interest on the retail bonds is payable on a quarterly basis in
arrears.
As at the reporting date, the Company had the following cash, advances from group companies, other borrowings and lease
liabilities outstanding:

20

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

3 Financial risk management (continued)


(a) Market risk (continued)
(iii) Interest rate risk (continued)
30 June 2013
Weighted
average
interest rate
Balance
%
$'000

30 June 2014
Weighted
average
interest rate
Balance
%
$'000
Cash and cash equivalents
Advance from group companies
Borrowings - retail bonds
Borrowings - lease liabilities

2.2%
6.5%
7.5%
4.9%

2.4%
5.5%
7.5%
2.8%

73,758
(335,251)
(247,819)
(327)
(509,639)

31,791
(338,558)
(246,666)
(663)
(554,096)

(iv) Summarised sensitivity analysis


The following table summarises the sensitivity of the Companys financial assets and financial liabilities to foreign currency risk
and interest rate risk.

2014

Interest rate risk (i)


Foreign exchange risk (ii)
-100 bps
+100 bps
-10%
+10%
Profit Equity Profit Equity Profit Equity Profit Equity
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000

Cash and cash equivalents


Trade and other receivable
Trade and other payables
Advance from group companies (note 20)
Borrowings (iii)
Total increase/
(decrease)

2013

(738)
3,384
-

738
- (3,384)
-

(96)
163
314
-

96
(163)
(314)
-

2,646

- (2,646)

381

(381)

Foreign exchange risk


-10%
+10%
Profit Equity Profit Equity
$'000 $'000 $'000 $'000

Cash and cash equivalents


Trade and other receivable
Trade and other payables
Advance from group companies (note 20)
Borrowings (iii)
Total increase/
(decrease)

Interest rate risk


-100 bps
+100 bps
Profit Equity Profit Equity
$'000 $'000 $'000 $'000

(52)
136
484
-

52
(136)
(484)
-

(318)
3,121
-

318
- (3,121)
-

568

(568)

2,803

- (2,803)

(i)The interest rate sensitivity above represents a 100 basis point decrease and increase in variable interest rates.
(ii)The foreign currency sensitivity above represents a 10% decrease and increase in spot foreign exchange rates.
(iii)Interest rates on the retail bonds are fixed for the full term.

21

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

3 Financial risk management (continued)


(b) Credit risk
The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The
creditworthiness of a customer or counterparty is determined by a number of qualitative and quantitative factors. Qualitative
factors include external credit ratings (where available), payment history and strategic importance of customer or counterparty.
Quantitative factors include transaction size, net assets of customer or counterparty, and ratio analysis on liquidity, cash flow
and profitability. The Company is exposed to credit risk from two major customers as noted on Note 5(c). The ageing of the
Company's trade receivables at the reporting date is disclosed in note 13(a).
In relation to trade receivables, it is the Companys policy that all customers who wish to trade on terms are subject to credit
verification on an ongoing basis with the intention of minimising bad debts. The nature of the Companys trade receivables is
represented by regular turnover of product and billing of customers based on the Companys contractual payment terms.
The Company has entered into a trade receivable securitisation program. Refer to note 13(b) for further details of this program.
When utilising bank accounts and cash deposits, the Company transacts with counterparties who have sound credit profiles.
Such counterparties are primarily large, highly rated financial institutions.
The carrying amount of the Companys financial assets represents the maximum credit exposure as summarised above.
(c) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as and when they become due and
payable. The Companys approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when they become due and payable, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Companys reputation. The Company utilises advances from specialist financing
and treasury group companies to ensure continuity of funding whilst also maintaining sufficient flexibility to enable it to minimise
its financing costs.
The Company manages its cash balances on a daily basis based on quarterly forecast cash projections provided by each
operating division.

22

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

3 Financial risk management (continued)


(c) Liquidity risk (continued)
(i)

Maturities of financial liabilities

The following table details the Company's contractual maturities of financial liabilities, including estimated interest payments
and excluding the impact of netting agreements, as at the reporting date:
Total
contracCarrying
tual
amount
1 year or Between 1
Over 5
cash
(assets)/
less
to 5 years
years
flows
liabilities
At 30 June 2014
$'000
$'000
$'000
$'000
$'000
Trade and other payables
Advance from group companies
Borrowings - retail bonds
Borrowings - lease liabilities

At 30 June 2013
Trade and other payables
Advance from group companies
Borrowings - retail bonds
Borrowings - lease liabilities

128,264
335,251
14,137
232
477,884

268,850
95
268,945

128,264
335,251
282,987
327
746,829

128,264
335,251
247,819
327
711,661

99,298
357,265
18,850
430
475,843

287,700
362
288,062

99,298
357,265
306,550
792
763,905

99,298
338,558
246,666
663
685,185

(d) Capital risk management


The Companys target is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to
sustain future development of the business. The primary capital management measures assessed by the Board are the return
on capital employed, the interest cover ratio and the gearing ratio.
The Board monitors the return on capital employed, which the Company defines as reported EBIT (Earnings Before Interest
and Tax) divided by capital employed. The Companys target is to achieve a return on capital in excess of 13% over a rolling 12
month period.
(e) Debt facility guarantee
The Company (amongst other subsidiaries of the Parent, Goodman Fielder Limited) is a party to debt facility guarantee for the
group treasury entities. The treasury entities are the primary vehicles through which
Goodman Fielder Limited and its subsidiaries ("the Group") sources its external debt funding in Australia and New Zealand.
In determining the fair value of the guarantee, the Company has given consideration to the following:
1. the probability of default or the Group entities being wound up while the guarantee is still in place;
2. the existence of sufficient assets in the Group entities to meet their debt repayment obligations; and
3. the likely timing of the potential winding up of the Group entities.
The fair value of the debt facility guarantee in respect of the treasury entities is considered to be immaterial to the Company
and therefore no liability has been recognised in the financial statements.
(f)

Fair value measurements

The carrying amounts of cash and cash equivalents, trade and other receivables, trade and other payables and advances from
group companies approximates their fair value due to their short maturity periods. The fair value of the retail bond which has
been determined using quoted prices (level 1) is disclosed in note 22.

23

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

4 Critical accounting estimates and judgements


The preparation of the financial statements in conformity with NZ IFRS requires management to make judgements, estimates
and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and
expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimates are revised and in any future periods affected.
The estimates and judgements that may have a significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial year are discussed below.
(i)

Impairment of goodwill and intangibles with indefinite useful lives

The Company determines whether goodwill and intangibles with indefinite useful lives are impaired at each reporting period.
This requires an estimation of the recoverable amount of the cash generating units to which the goodwill and intangibles with
indefinite useful lives are allocated. The assumptions used in this estimation of recoverable amount and the carrying amount of
goodwill and intangibles with indefinite useful lives are discussed in note 16.

5 Segment information
(a) Description of segments
Operating segments have been identified on the basis of similarity in respect of the nature of product and service offerings
provided by the reportable segments for which regular management information is internally provided to the Group's Chief
Executive Officer ("the CEO") who is the chief operating decision maker. The performance of the segments is measured on the
basis of profit after tax.
The Company operates in five operating segments as described below.
Operating segments
The Baking division has a portfolio of leading food brands with six of the top 10 proprietary brands in New Zealand. It is one of
the largest bakers in the region, with leading market shares in most of the market segments in which it competes.
The Dairy division is a major participant in the New Zealand dairy and smallgoods industries with some of the countrys most
recognised brands in fresh and flavoured milk, yogurt, dairy desserts, specialty cheese, cultured products and meats. The
business distributes fresh dairy products to almost 13,000 customer points every day.
The Grocery division is a leading supplier of consumer food products to supermarkets in New Zealand. It has a diverse portfolio
of iconic market leading brands focused on the retail channel. Products include retail margarine and spreads, flour, cake mix,
dressings and mayonnaise.
The Asia Pacific division has an emerging presence in the East Asian region with a core focus on China. It is a supplier of dairy
products to the Asian markets.
The Integro Foods division was a leading processor of edible oils in New Zealand. The business supplied edible oils to the New
Zealand food industry and specialised in the development and production of complex, higher value oil blends. The business, as
well as supplying in bulk, also supplied packed products under a number of leading brands. The Integro Foods business was
sold on 2 October 2012. The prior year segment results include the results of operations to that date.
Intersegmental sales during the period and intersegment profit on stock at reporting date are eliminated on consolidation of the
segments.

24

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

5 Segment information (continued)


(b) Operating segments
2014

Baking
$'000

Sales to external customers


Inter-segment sales
Total segment revenue
Intersegment elimination
Discontinued operations

Total revenue

Dairy
$'000

Grocery
$'000

Asia
Pacific
$'000

Total
$'000

316,965
2,032
318,997
318,997

520,310
19,550
539,860
539,860

82,462
554
83,016
83,016

19,449
6,499
25,948
25,948

939,186
28,635
967,821
(28,635)
939,186

37,149
(14,491)
22,658
(1,192)
(137,677)
(3,272)
(119,483)
(119,483)
(119,483)

37,392
(17,004)
20,388
(10,804)
(34,122)
(24,538)
(24,538)
(24,538)

17,154
17,154
(22,517)
(5,363)
(5,363)
(5,363)

2,625
2,625
2,625
2,625
2,625

94,320
(31,495)
62,825
(11,996)
(160,194)
(37,394)
(146,759)
(1,203)
66
(13,905)
(41,183)
(202,984)
1,612
(201,372)

366,038
507,122
8,551
-

715,564
80,280
10,409
-

178,388
105,503
-

12,473
2,744
-

1,272,463
5,206
1,277,669
1,277,669
695,649
52,599
748,248
(748,248)
18,960
3,929
22,889

Segment result
EBITDA before restructuring costs
Depreciation and amortisation expense
EBIT before restructuring costs
Restructuring costs
Impairment charge (i)
Loss on sale of businesses
Segment EBIT
Unallocated restructure costs
Unallocated foreign exchange gains
Unallocated expenses
Net interest expense
Loss before income tax from continuing operations
Income tax benefit
Loss for the year
Segment assets and liabilities
Segment assets
Unallocated assets
Total assets
Total assets
Segment liabilities
Unallocated liabilities
Total liabilities
Total liabilities
Capital expenditure
Unallocated capital expenditure
Total

(i) The impairment charge of $160,194,000 relates to the impairment of goodwill for the Baking and Grocery segments.
(ii) The loss on sale of the business of $37,394,000 relates to the Meats (Dairy segment) and Pizza (Baking segment)
businesses divested during the year.

25

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

5 Segment information (continued)


(b) Operating segments (continued)
2013

Sales to external customers


Inter-segment sales
Total segment revenue
Intersegment elimination
Discontinued operations

Total revenue

Baking(i)

Dairy

$'000

$'000

377,424
29,062
406,486
406,486

490,197
19,613
509,810
509,810

Integro Foods
Grocery Asia Pacific (discontinued)

$'000

$'000

$'000

Total

$'000

79,274
2,760
82,034
82,034

22,647
3,667
26,314
26,314

10,476
9,900
20,376
20,376

980,018
65,002
1,045,020
(65,002)
(58,467)
921,551

Segment result
EBITDA before restructuring costs
Depreciation and amortisation expense
EBIT before restructuring costs (ii)
Insurance proceeds
Impairment charge (iii)
Realised exchange loss
Restructuring costs
Segment EBIT
Unallocated restructure costs
Unallocated foreign exchange gains
Unallocated expenses
Discontinued operations
Net interest expense
Profit before income tax from continuing
operations
Discontinued operations (refer to note 11)
Income tax expense
Profit for the year
Segment assets and liabilities
Segment assets
Unallocated assets
Total assets
Total assets
Segment liabilities
Unallocated assets
Total liabilities
Total liabilities
Capital expenditure
Unallocated capital expenditure
Total

49,530
(12,520)
37,010
25,530
(6,174)
(1,100)
(2,529)
52,737
-

65,932
(20,425)
45,507
250
(3,061)
42,696
-

16,076
16,076
16,076
-

3,972
3,972
3,972
-

415
415
415
-

135,925
(32,945)
102,980
25,780
(6,174)
(1,100)
(5,590)
115,896
(372)
471
(8,061)
(9,843)
(49,527)

52,737
52,737

42,696
42,696

16,076
16,076

3,972
3,972

415
415

48,564
819
(11,564)
37,819

487,900
510,377
8,500
-

732,100
34,081
7,100
-

199,800
121,520
-

8,300
315
100
-

1,428,100
22,625
1,450,725
1,450,725
666,293
53,639
719,932
(719,932)
15,700
6,360
22,060

(i) The Baking segment EBIT of $52,737,000 includes the financial information for New Zealand Milling (EBIT of $9,428,000
including $622,000 loss from insurance settlements) which has been classified as discontinued operations. Further information
has been set out in note 11 Assets classified as held for sale and discontinued operations.
(ii) The Baking segment EBITDA before restructuring costs includes $3,100,000 (2012: $9,085,000) of income relating to the
Christchurch earthquakes insurance claim recognised in the ordinary course of business prior to final settlement, which is
consistent with prior year treatment. The insurance income recognised, is primarily offset by equivalent costs incurred as a
result of the earthquakes.
(iii) Asset impairment resulting from the Christchurch earthquakes.
(c) Other segment information
During 2014, 67.1% of the Group's revenues depended on two customers in the Baking, Dairy and Grocery segments (2013:
65.1%).

26

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

6 Other income
2014
$'000
Insurance recovery
Other income

1,027
1,027

2013
$'000
29,502
1,134
30,636

In the prior year a final cash settlement for $32,717,000 was received in relation to the 2011 earthquakes in Christchurch, which
caused some disruption to the Company's dairy, baking and milling operations in the region and as a result, the Company
lodged an insurance claim for damages to buildings, other assets and loss of business. The final settlement in addition to
previous settlements brought the total settlement to $56,648,000. The income recognised for continuing operations as a result
of the final settlement of $29,502,000 was shown as a significant item. The difference was predominantly due to settlement of
prior period receivables and New Zealand Milling capital expenditure commitments.

27

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

7 Expenses
2013
$'000

2014
$'000
Profit before finance costs includes the following specific
expenses:
Depreciation and amortisation

28,016

27,992

3,984

4,090

Auditors remuneration - KPMG

186

212

Other fees paid to auditors (i)

127

11

Management fees

13,094

20,546

Restructuring costs

13,199

5,962

Net loss on sale of businesses

37,394

160,194

Impairment charge on property, plant and equipment (ii)

6,174

Loss on disposal of property, plant and equipment

3,717

11,333

9,871

Research and development

Impairment charge on goodwill (note 16(a))

Operating leases

(i) Other fees paid to auditors include services for the audit or review of financial information other than financial reports
including other audits required for local regulatory purposes, taxation and general accounting services. In the current year, a
portion of the auditors remuneration relating to audit services provided by KPMG Sydney was paid for by Goodman Fielder
Limited.

(ii) Prior year relates to asset impairment resulting from the Christchurch earthquakes.

8 Interest expense
Advance from group companies
Retail bonds
Amortisation of deferred borrowing costs
Finance lease liabilities

20,865
19,969
1,168
71
42,073

28

28,498
19,976
1,150
87
49,711

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

9 Income tax expense


(a) Income tax expense
2013
$'000

2014
$'000

Current tax:
Current period
(Under) / over in prior periods

(1,186)
227
(959)

13,809
(287)
13,522

(148)
(505)
(653)

(117)
227
110

Income tax (benefit) / expense

(1,612)

13,632

Income tax expense is attributable to:


(Loss) / profit from continuing operations
Profit from discontinued operations (note 11)
Aggregate income tax (benefit) / expense

(1,612)
(1,612)

11,564
2,068
13,632

Total current tax


Deferred tax:
Origination and reversal of temporary differences
(Under) / over in prior periods

Total deferred tax

(b) Numerical reconciliation of income tax expense to prima facie tax payable
2014
$'000
(Loss) / profit from continuing operations before income tax expense
Profit from discontinuing operations before income tax expense (note 11)

Tax at the New Zealand tax rate of 28%


Tax effect of amounts which are not deductible (taxable) in calculating taxable income:
(Non-assessable income)/non-deductible expense
Non-deductible impairment charge
Other
Over provided in prior periods

Income tax (benefit) / expense

(202,984)
(202,984)

48,564
2,887
51,451

(56,836)

14,406

7,269
47,694
539
(278)
(1,612)

(1,552)
1,065
(287)
13,632

204,596

29

2013
$'000

(62,683)

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

10 Employee benefit expense


Wages and salaries
Annual leave
Defined contribution superannuation expense
Long service leave
Medical insurance
Termination benefits (within restructuring costs)
Workers compensation costs

117,533
10,599
5,178
347
664
5,196
1,565
141,082

112,948
10,749
4,709
248
628
1,668
1,793
132,743

11 Business divestments and discontinued operations


(a) Business divestments
On 8 January 2014 Goodman Fielder announced its agreed intention to sell its Meats and Pizza businesses in New Zealand.
Goodman Fielders Meats business (part of the Dairy segment) processes and markets smallgoods meats products to the New
Zealand market, including Kiwi bacon and ham, Brooks Deli continental meats and bacon, Hutton's luncheon, bacon and ham,
Sizzlers pre-cooked smallgoods and Milano cooked continental meats.
Goodman Fielder agreed to a proposal to sell its Meats business to Hellers Limited in New Zealand, and the transaction was
completed on 31 March 2014. The gross proceeds of the transaction was $12,100,000 and a loss on sale of $34,122,000 was
realised.
Goodman Fielder also agreed a proposal to sell its Pizza business (part of the Baking segment) to Mommas Frozen Products
Limited (now Mommas Foods Limited). The Pizza business primary brand is Leaning Tower which produces fresh chilled pizza,
including pizza bases and snack sized frozen pizzas.
The transaction was completed on 28 May 2014. The gross proceeds of the transaction was $700,000 and a loss on sale of
$3,272,000 was realised.
Both the sales are in line with the Company's strategy of optimising its product and brand portfolio.
These businesses did not meet the criteria to be disclosed as discontinued operations.
(b) Operations discontinued in the prior year
On 16 February 2012 Goodman Fielder Limited announced its intention to sell the Integro Foods business and the New
Zealand Milling business, and initiated an active program to locate a buyer for each business and complete the sale. The
Integro oils business and the New Zealand Milling business are reported in the comparative figures of this financial report as
discontinued operations.
The decision to divest the Integro Foods and New Zealand Milling businesses was part of the ongoing portfolio prioritisation
project to focus more on core businesses.
On 2 October 2012, Goodman Fielder completed the sale of the Integro Foods business to a consortium comprising GrainCorp
and Gardner Smith. The gross proceeds of the transaction (including settlement of trade and other receivables and payables by
Goodman Fielder) was $30,000,000. Net proceeds of the transaction was used primarily to reduce debt.
On 7 December 2012, Goodman Fielder entered into an agreement with Nisshin Flour Milling Inc and its parent, Nisshin Seifun
Group Inc to sell its Champion Flour milling business in New Zealand. On 22 February 2013, Goodman Fielder completed the
sale of its Champion Flour milling business to Nisshin Seifun Group Inc for $55,000,000.
Financial information relating to the discontinued operations for the prior year is set out below. Further information is set out in
note 5 (b) - segment information.

30

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

11 Business divestments and discontinued operations (continued)


(c) Financial performance and cash flow information from discontinued operations
The financial performance and cash flow information presented is for the prior year.
2013
$'000

2014
$'000
Revenue
Expenses
Profit before income tax

58,467
(48,624)
9,843

Income tax expense


Profit after income tax of discontinued operation

(2,466)
7,377

Loss on sale of the division before income tax


Income tax expense
Gain on sale of the division after income tax

(6,956)
398
(6,558)

Profit from discontinued operation

819

1,257
83,847
85,104

Cashflow
Net cash intflow from operating activities
Net cash inflow from investing activities
Net cash outflow from financing activities
Net increase in cash generated by discontinued operations
(d) Details of the sale of the division
2013
$'000

2014
$'000
Consideration received:
Cash
Total disposal consideration (i)

84,333
84,333

Carrying amount of net assets sold


Loss on sale before income tax

(91,289)
(6,956)

Income tax benefit


Loss on sale after income tax

398
(6,558)

(i) Consideration excludes the net trade and other receivables and payables balance, collected and settled respectively, by
Goodman Fielder.

31

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

12 Current assets - Cash and cash equivalents


2013
$'000

2014
$'000
73,758

Cash at bank and in hand

31,791

(a) Cash at bank


Cash at bank earns interest at floating rates based on daily bank deposit rates.
(b) Right of set-off
The following entities are party to a set off deed with the Westpac Banking Corporation in New Zealand:
Goodman Fielder Treasury New Zealand Limited;
Goodman Fielder New Zealand Limited; and
Goodman Fielder Treasury Pty Limited - New Zealand Branch.

13 Current assets - Trade and other receivables


2013
$'000

2014
$'000
Trade receivables
Provision for doubtful receivables
Other receivables and prepayments

42,914
(342)
3,322
45,894

41,346
(678)
5,250
45,918

(a) Credit risk


The ageing of these receivables is as follows:
2013
$'000

2014
$'000
Not past due
Past due 1 - 30 days
Past due 31 - 60 days
Past due 61 - 90 days
Past due over 90 days

34,727
4,252
207
1,131
2,597
42,914

37,651
(203)
1,430
514
1,954
41,346

Movements in the provision for impairment of receivables are as follows:


2013
$'000

2014
$'000
At 1 July
Receivables written off during the year as uncollectable
At 30 June

678
(336)
342

At the reporting dates presented, other receivables did not expose the Company to any significant credit risk.

32

1,428
(750)
678

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

13 Current assets - Trade and other receivables (continued)


(b) Securitisation program
The Company has entered into a receivable purchase agreement which enables it to securitise selected amounts of its
receivables up to a limit of $44,000,000 (2013: $44,000,000). At 30 June 2014, $39,300,000 (2013: $43,800,000) of receivables
have been securitised and are not included in the statement of financial position. In accordance with accounting policy note 2(i)
the securitised receivables have been de recognised on the basis that substantially all the risk and reward of the receivables
have been transferred to the counterparty including all credit risk with no recourse to the Company.
(c) Fair value
Due to the short term nature of these receivables, their carrying value, net of impairment loss, is assumed to approximate their
fair value.

14 Current assets - Inventories


2014
$'000
Raw materials and stores
Work in progress
Finished goods

12,411
1,215
27,002
40,628

2013
$'000
17,711
2,914
26,580
47,205

In 2014, the write downs of inventories to net realisable value amounted to $4,641,000 (2013: nil). The expense has been
included in 'cost of sales' in the income statement.

33

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

15 Non-current assets - Property, plant and equipment


Freehold
properties
$'000
At 1 July 2012
Cost
Accumulated depreciation
Net book amount
Year ended 30 June 2013
Opening net book amount
Additions
Disposals
Reclassifications
Impairment charge (i)
Disposal through sale of business
Depreciation charge
Closing net book amount
At 30 June 2013
Cost
Accumulated depreciation
Net book amount

Leasehold
properties
$'000

Plant and
equipment
$'000

Leased plant
and equipment
$'000

Total
$'000

72,789
(18,935)
53,854

24,416
(10,160)
14,256

291,648
(168,799)
122,849

1,396
(514)
882

390,249
(198,408)
191,841

53,854
9,780
(28)
2,165
(1,806)
(2,228)
61,737

14,256
1,912
(22)
34
(1,919)
14,261

122,849
4,260
(3,667)
(2,199)
(4,368)
(424)
(17,727)
98,724

882
140
(362)
660

191,841
16,092
(3,717)
(6,174)
(424)
(22,236)
175,382

81,679
(19,942)
61,737

24,987
(10,726)
14,261

247,008
(148,284)
98,724

1,536
(876)
660

355,210
(179,828)
175,382

(i) Asset impairment resulting from the Christchurch earthquakes which has been included in general and administrative
expenses in the statement of comprehensive income.

At 1 July 2013
Cost
Accumulated depreciation
Net book amount
Year ended 30 June 2014
Opening net book amount
Additions
Disposals
Reclassifications
Impairment loss
Disposal through sale of business
Transfers from held for sale
Depreciation charge
Effects of movements in foreign
exchange rates
Closing net book amount
At 30 June 2014
Cost
Accumulated depreciation
Net book amount

81,679
(19,942)
61,737

24,987
(10,726)
14,261

247,008
(148,284)
98,724

1,536
(876)
660

355,210
(179,828)
175,382

61,737
1,293
(2)
(6,194)
(404)
(2,431)

14,261
1,922
(33)
(69)
(2,042)

98,724
15,934
(789)
6,263
(7,770)
(16,204)

660
43
(44)
(336)

175,382
19,192
(868)
(8,174)
(21,013)

53,999

14,039

96,158

323

164,519

75,947
(21,948)
53,999

26,665
(12,626)
14,039

240,485
(144,327)
96,158

1,396
(1,073)
323

Depreciation expense is included in general and administrative expenses in the statement of comprehensive income.

34

344,493
(179,974)
164,519

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

16 Non-current assets - Intangible assets


Goodwill
$'000

Brand names IT development


and licences
and software
$'000
$'000

Total
$'000

At 1 July 2012
Cost
Accumulated amortisation and impairment
Net book amount

911,726
(11,500)
900,226

255,970
(35,785)
220,185

35,012
(6,133)
28,879

1,202,708
(53,418)
1,149,290

Year ended 30 June 2013


Opening net book amount
Additions (i)
Amortisation charge
Closing net book amount

900,226
900,226

220,185
(265)
219,920

28,879
5,968
(5,491)
29,356

1,149,290
5,968
(5,756)
1,149,502

Cost
Accumulated amortisation and impairment
Net book amount

911,726
(11,500)
900,226

255,970
(36,050)
219,920

41,037
(11,681)
29,356

1,208,733
(59,231)
1,149,502

At 30 June 2013
Cost
Accumulated amortisation and impairment
Net book amount

911,726
(11,500)
900,226

255,970
(36,050)
219,920

41,037
(11,681)
29,356

1,208,733
(59,231)
1,149,502

Year ended 30 June 2014


Opening net book amount
Additions (i)
Impairment charge
Business disposed
Amortisation charge
Closing net book amount

900,226
(160,194)
(7,927)
732,105

219,920
250
(24,814)
(127)
195,229

29,356
3,447
(1,109)
(6,876)
24,818

1,149,502
3,697
(160,194)
(33,850)
(7,003)
952,152

At 30 June 2014
Cost
Accumulated amortisation and impairment
Net book amount

903,799
(171,694)
732,105

230,120
(34,891)
195,229

42,021
(17,203)
24,818

1,175,940
(223,788)
952,152

(i) Borrowing costs of $81,808 (2013: $278,445) were capitalised during the year with an interest rate of 7.65% (2013: 8.2%).
Amortisation expense is included in selling and marketing expenses and also in general and administrative expenses in the
statement of comprehensive income.

35

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

16 Non-current assets - Intangible assets (continued)


(a) Carrying amount of goodwill, brand names and licences allocated to each of the cash generating units

2014

Goodwill
$'000

Baking
Dairy
Grocery

2013

159,995
419,087
153,023
732,105

Goodwill
$'000

Baking
Dairy
Grocery

298,159
426,527
175,540
900,226

Brands and
licences
$'000
79,000
100,929
15,300
195,229
Brands and
licences
$'000
81,500
123,120
15,300
219,920

IT development
and software
$'000
24,818
24,818
IT development
and software
$'000
29,356
29,356

Total
$'000
263,813
520,016
168,323
952,152

Total
$'000
409,015
549,647
190,840
1,149,502

Goodwill on acquisition is initially measured at cost being the excess of the cost of the business acquired over the net fair value
of the identifiable assets, liabilities and contingent liabilities.
Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is not amortised.
Goodwill and intangibles with indefinite useful lives are reviewed for impairment annually or more frequently if events or
changes in circumstances indicate that the carrying value may be impaired.
Brands include trademarks and patents that are owned by the Company as well as material licensing agreements that provide
the company the right to sell certain products under license. Brand names owned by the Company are considered to be
maintained into perpetuity and have therefore been assessed to have an indefinite useful life. The indefinite useful life reflects
management's view that the brands are assets that provide ongoing market advantages for both new and existing sales in the
markets that the brands operate in. The current understanding of the markets that the brands operate in indicates that demand
will continue in a sustainable manner, that the brands could be managed by another management team, that changes in
technology are not seen as a major factor impacting the brands future value and the brands have a proven long life in the
markets in which they operate.
The licence of the Anchor brand name has been assessed to have a finite life of 10 years from the agreement date. Therefore,
the brand is being amortised on a straight line basis over the useful life.

36

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

16 Non-current assets - Intangible assets (continued)


(b) Key assumptions used for value-in-use calculations
The recoverable amount of each of the Company's CGU's was based on value in use calculations covering a 5 year period with
a terminal value growth rate applied at the end of that period. The following key assumptions have been used for the value in
use calculation of each CGU.
Cashflows
The cash flows for the value in use calculations are based on the FY15 board approved budgeted EBITDA and three year
strategic plan extended to five years at an underlying growth rate which does not exceed historic rates. Due to the commercial
sensitivity of information, the values attributed to these forecasts have not been disclosed. Management determined forecast
EBITDA based on recent performance and its risk adjusted expectations for the future.
Terminal Growth rates
The terminal growth rate used to extrapolate cash flows beyond the five year forecast period is 2.5% (2013: 2.5%). The growth
rate does not exceed the long term growth rate for any of the CGU's, and is consistent with forecasts included in industry
reports.
Discount rate
In performing the value in use calculations for each CGU, the Company has applied post tax discount rates of 8.5% (2013:
7.7%) to discount the forecast future attributable post tax cash flows. The imputed pre tax discount rate for each CGU is in the
range of 10.8 - 11.0% (2013: 9.6% 9.9%). The discount rates used reflect specific risks relating to the relevant segments and
the countries in which they operate.
(c) Impairment test for CGU's containing goodwill and intangibles with indefinite lives
Where the recoverable amount of the CGU is less than the carrying amount, an impairment loss is recognised. For goodwill and
indefinite life intangibles, an impairment test is performed at each reporting period while other assets are only tested if there is
an indicator of impairment.
Due to the continued retail competitive price pressure and higher operating costs impacting earnings negatively in the New
Zealnd market, the outcome of impairment testing identified that the recoverable amount for certain CGUs were below carrying
value. As a result a non cash impairment of goodwill was recognised of $160,194,000 (Baking $137,677,000 and Grocery
$22,517,000).
The value in use tests are sensitive to discount rates, assumed long term growth rates and cash flow forecasts. The Company
has performed detailed sensitivity analysis as part of its impairment testing to ensure that the results of its testing are
reasonable. Sensitivity analysis on these inputs are noted below:
Terminal growth rates: A 0.5% decrease in the terminal growth rate will result in no further CGUs being impaired at reporting
date.
Discount rates: A 0.5% increase in the discount rate will result in no further CGUs being impaired at reporting date.
Forecast cash flows: A 5% decrease in the forecast cash flows will result in no further CGUs being impaired at reporting date.
Management do not believe a reasonable possible change in assumptions for any CGU would cause the unit's carrying amount
to exceed recoverable amount, apart from those CGUs impaired at 30 June 2014 (Baking and Grocery) for which any adverse
change in assumption would lead to impairment.

37

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

17 Superannuation plan
Fund: Goodman Fielder (NZ) Retirement Plan
Benefit Type: Defined Contribution and Defined Benefit
Date of last actuarial valuation: 8 July 2013
The Goodman Fielder (NZ) Retirement Plan is a 'hybrid' superannuation plan as it comprises both defined contribution and
defined benefit member entitlements. The defined benefit component is closed to new members. All new members participate
only in the defined contribution plan. It also pays pension benefits to retired members under a previous benefit arrangement.
Members are not required to contribute to the Plan, although they may contribute a minimum of 2% of basic pay after one
year's service. Employer accounts are credited with amounts that depend on the member's years of contributory membership
and level of member contributions. The defined benefit obligation of the plan at 30 June 2014 was $12,499,000 (2013:
$14,592,000). The net deficit of the defined benefit portion of the plan at 30 June 2014 was $271,000 (2013: $1,550,000) and
considered not material to either the financial performance or the financial position of the Company, and therefore has not been
recognised.

18 Current liabilities - Trade and other payables


2014
$'000
Trade payables
Accrued expenses
Other payables

112,482
2,149
13,633
128,264

2013
$'000
80,360
2,925
16,013
99,298

The carrying amount of trade and other payables approximates their fair value.

19 Current liabilities - Provisions


2014
$'000
Annual leave
Workers compensation
Long service leave
Time in Lieu
Sick leave
Business closure and rationalisation
Other provisions

8,880
720
1,413
826
1,671
5,895
965
20,370

2013
$'000
9,933
1,462
952
132
1,600
2,382
208
16,669

(a) Business closure and rationalisation


The business closure and rationalisation provision relates to restructuring costs for specific and identified sites including site
remediation, early lease termination and redundancy costs. These provisions will be utilised within the coming financial year.

38

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

19 Current liabilities - Provisions (continued)


(b) Movements in provisions
Movements in each class of current and non-current provision during the financial year, other than employee benefits, are set
out below:

2014

Business
Workers'
closure and
compensation rationalisation
$'000
$'000

Other
$'000

Carrying amount at start of year


Additional provisions recognised
Amounts used during the year
Carrying amount at end of year

562
808
(405)
965

1,593
1,999
(2,631)
961

2,382
9,563
(6,050)
5,895

Total
$'000
4,537
12,370
(9,086)
7,821

20 Current liabilities - Advances from group companies


2013
$'000

2014
$'000
335,251

Advances from group companies (note 30)

338,558

These advances are unsecured and repayable on demand. Although the Company does not expect to repay these advances
within 12 months, it does not have an irrevocable right to defer repayment beyond 12 months. As a result these advances are
treated as current.
The Parent of the Company (Goodman Fielder Limited) has provided a letter of comfort to the Company confirming its
continuing financial support to the Company for a period not less than 12 months from the date of these financial statements.
During the period, the Company was charged interest of $20,865,000 (2013: $28,500,000) by Goodman Fielder Treasury Pty
Ltd - NZ Branch.

21 Current liabilities - Borrowings


2013
$'000

2014
$'000
Secured
Finance lease liabilities (note 28)
Total secured current interest bearing borrowings

232
232

39

356
356

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

22 Non-current liabilities - Borrowings


2013
$'000

2014
$'000
Secured
Finance lease liabilities (note 28)
Total secured non-current interest bearing borrowings
Unsecured
Retail bonds
Total unsecured non-current interest bearing borrowings

95
95

307
307

247,819
247,819

246,666
246,666

247,914

246,973

The retail bonds are shown net of $2,181,000 (2013: $3,334,000) of borrowing costs.
The Company has not sought and does not hold a credit rating from an accredited rating agency.
In November 2010, $250,000,000 of 5.5 year retail bonds were issued in New Zealand at a fixed interest rate of 7.54%. These
bonds mature in 2016, with interest payable on a quarterly basis, in arrears. The fair value of the retail bonds which has been
determined using quoted prices (level 1) as at 30 June 2014 was $253,120,000 (2013: $266,125,500).
The payment obligations of the issuer in respect of the bonds will be guaranteed by Goodman Fielder Limited and certain of its
subsidiaries. The obligations of the issuer and the guarantors in respect of the bonds will rank equally with existing senior debt
funding of the Goodman Fielder Group.
Pursuant to the guarantee, each guarantor guarantees to the trustee (on behalf of bondholders) the payment by the issuer of all
of the issuer's indebtedness to bondholders or the trustee under or in connection with the bonds.
The guarantors are Country Bake Bakeries Pty Ltd, Darwin Bakery Pty Limited, Goodman Fielder Consumer Foods Pty Limited,
Goodman Fielder Limited, Goodman Fielder Treasury Pty Limited, La Famiglia Fine Foods Pty Ltd, Dashboard Food Industries
Pty Limited (formerly Paradise Food Industries Pty Ltd), Quality Bakers Australia Pty Limited, Stuart Bakery Pty Ltd, Sunicrust
Bakeries Proprietary Limited and Associated Mills Limited.

40

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

23 Non-current liabilities - Deferred tax liabilities


Net deferred tax assets and liabilities are attributable to the following:
2013
$'000

2014
$'000
Property, plant and equipment
Employee benefits
Other

22,916
(4,049)
(1,579)
17,288

21,986
(3,595)
(2,464)
15,927

Net deferred tax liability


Movement in deferred tax assets and liabilities has been recognised in profit or loss.

Movements

Property,
plant and
equipment
$'000

Employee
benefits
$'000

Tax value of
carry-forward
tax losses
and credits
Other items recognised
$'000
$'000

Total
$'000

At 1 July 2012

23,528

(4,375)

(1,968)

(14,586)

2,599

Other temporary movements recognised in profit or loss


Other transfers
At 30 June 2013

(612)
22,916

326
(4,049)

396
(7)
(1,579)

14,586
-

110
14,579
17,288

At 1 July 2013

22,916

(4,049)

(1,579)

17,288

Other temporary movements recognised in profit or loss


Other transfers
At 30 June 2014

(932)
21,984

454
(3,595)

(176)
(1,755)

41

(707)
(707)

(654)
(707)
15,927

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

24 Non-current liabilities - Provisions


2013
$'000

2014
$'000
Long service leave
Workers compansation
Other provisions

305
131
354
790

49
241
290

25 Share capital
2014
Shares

2013
Shares

'000

'000

Ordinary shares
Share capital
(a) Movements in ordinary share capital

Date
1 July 2012

883,480

Details
Opening balance

30 June 2013
1 July 2013

Opening balance

30 June 2014

883,480

2013
$'000

2014
$'000

883,480
Number of
shares
'000

883,480

$'000

883,480
883,480

883,480
883,480

883,480
883,480

883,480
883,480

(b) Ordinary shares


All shares in the Company are ordinary shares. The holders of ordinary shares are entitled to receive dividends as declared
from time to time and are entitled to one vote per share at meetings of the Company. All shares rank equally with regard to the
Company's residual assets. All issued shares are fully paid and have no par value.

26 Dividends
(a) Ordinary shares
2013
$'000

2014
$'000
There were no dividends paid for the year ended 30 June 2014.

42

25,000

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

26 Dividends (continued)
(b) Imputation credits
2013
$'000

2014
$'000
Imputation credits at 1 July
New Zealand tax payments, net of refunds

18,637
5,590
24,227

16,387
2,250
18,637

The Company joined the Goodman Fielder Trans Tasman Imputation Group on 1 April 2006. The imputation credits above
represents the entire amount available to the Goodman Fielder Trans Tasman Imputation Group.

27 Contingencies
(a) Contingent liabilities
Other than the group guarantee arrangements described in note 3(e), there are no other contingent liabilities as at 30 June
2014 (2013: nil).

28 Commitments
(a) Capital commitments
2013
$'000

2014
$'000

752

605

Capital commitments - plant and equipment


(b) Lease commitments
(i)

Non-cancellable operating leases


2014
$'000

Commitments in relation to operating leases contracted for at the reporting date but not
recognised as liabilities, payable:
Within one year
Later than one year but not later than five years
Later than five years

11,870
26,236
18,609
56,715

2013
$'000

12,067
30,683
21,696
64,446

During the 12 months ended 30 June 2014, $11,333,000 was recognised as an expense in profit or loss in respect to operating
leases (2013: $9,871,000).
The Company entered into a heads of lease agreement on 23 December 2009 for a new office in Auckland, New Zealand. The
lease is for seven years and subject to market reviews every three years.

43

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

28 Commitments (continued)
(b) Lease commitments (continued)
(ii)

Finance leases
2013
$'000

2014
$'000
Commitments in relation to finance leases are payable as follows:
Within one year
Later than one year but not later than five years
Minimum lease payments

232
95
327

430
362
792

Future finance charges


Recognised as a liability

327

(129)
663

232
95
327

356
307
663

Representing lease liabilities:


Current (note 21)
Non-current (note 22)

The weighted average interest rate implicit in the leases is 4.94% (2013: 2.84%).

29 Reconciliation of profit after income tax to net cash inflow from operating activities
2014
$'000
(Loss) / profit for the year
Depreciation and amortisation
Impairment of property, plant and equipment
Impairment of goodwill
Insurance recoveries
Net loss on disposal of business
Net loss on sale of non-current assets
Amortisation of prepaid borrowing costs
Net loss on business disposal
Change in operating assets and liabilities:
Decrease in trade and other receivables
(Increase) in inventories
Decrease in tax receivable
Increase in other assets
Decrease in trade creditors
Decrease in provisions
Increase in deferred tax liabilities
Net cash inflow (outflow) from operating activities

44

2013
$'000

(201,372)
28,016
160,194
1,168
37,394

37,819
27,992
6,174
(29,502)
6,956
3,717
1,150
-

(1,854)
277
452
(243)
21,333
3,201
(1,361)
47,205

26,579
(4,267)
(927)
(4,989)
(1,283)
14,689
84,108

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

30 Related party transactions


(a) Parent entities
The Company is a wholly owned subsidiary of Goodman Fielder Limited, its ultimate shareholder, which is a company
registered in Australia and listed on the Australian and New Zealand securities exchanges.
(b) Transactions with other related parties
During the year, the following transactions took place with related parties of the Company:
30 June
2014
$'000

Sales of goods and services


Quality Bakers Australia Pty Limited
Goodman Fielder Consumer Foods Pty Limited
Goodman Fielder International (Philippines) Inc
Goodman Fielder International (PNG) Limited
Goodman Fielder (Guangzhou) Trade Co. Ltd

Purchases of goods
Goodman Fielder Consumer Foods Pty Limited
La Famiglia Fine Foods

Management fees paid/(received)


Goodman Fielder Consumer Foods Pty Limited
Quality Bakers Australia Pty Limited
Goodman Fielder Treasury Pty Ltd - New Zealand Branch
Quality Bakers Australia Pty Limited
Goodman Fielder Consumer Foods Pty Limited

30 June
2013
$'000

1,256
291
523
503
3,225
5,798

5,244
1,009
3,121
536
9,910

7,059
7,059

10,424
255
10,679

19,405
490
(1,354)
18,541

21,007
496
(696)
(261)
20,546

Interest paid
Interest paid on advances from group companies during the year amounted to $20,865,000 (2013: $28,498,000). Refer to note
8 and note 20 for further details.

45

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

30 Related party transactions (continued)


(c) Outstanding balances
Advances from Group companies disclosed as current liabilities in the Statement of Financial Position included borrowings
between the following related parties:
2014
$'000
Advances (to)/from Group Companies
Goodman Fielder Consumer Foods Pty Limited
Goodman Fielder International (Philippines) Inc
Quality Bakers Australia Pty Limited
Goodman Fielder (Fiji) Limited
Goodman Fielder Treasury Pty Limited - New Zealand Branch
Goodman Fielder International (PNG) Ltd

3,987
(3,700)
6
(3,371)
338,386
(57)
335,251

2013
$'000

31,194
(1,751)
(8)
(3,003)
312,207
(81)
338,558

All transactions and outstanding balances with related parties are priced on either an arm's length or standard cost basis. Trade
receivables and trade payables are settled through Goodman Fielder Treasury Pty Limited - NZ Branch within one month of the
reporting date. The balances are not secured.
Other Group companies provide the Company administrative and support functions on the basis of cost recovery. These
transactions and balances are not significant.

31 Key management personnel disclosures


(a) Key management personnel compensation

Short-term employee benefits


Post-employment benefits (i)
Share-based payments
Termination benefits
Other

2014
$

2013
$

5,041,900
115,200
320,000
339,800
50,300
5,867,200

7,041,000
104,000
854,000
79,000
8,078,000

Where key management personnel of the Company are also members of the senior executive of Goodman Fielder Limited (the
Group Executive), their remuneration is paid in respect of their responsibilities as a senior executive of the Goodman Fielder
Group and has not been allocated between the Company and the Group. Accordingly, the total remuneration of these senior
executives for the 2014 and 2013 financial years is included in the amounts disclosed above.

46

Goodman Fielder New Zealand Limited


Notes to the financial statements
30 June 2014
(continued)

32 Matters subsequent to the end of the financial year


On 2 July 2014 Goodman Fielder Limited ("Goodman Fielder") (parent of Goodman Fielder New Zealand Limited) announced
that it had entered into a Scheme Implementation Deed ("Implementation Deed") with Wilmar International Limited ("Wilmar")
and First Pacific Company Limited ("First Pacific") under which Wilmar and First Pacific will acquire all the remaining issued
equity in Goodman Fielder that they and their related entities do not already own by way of a scheme of arrangement
("Scheme").
Under the terms of the Scheme, Goodman Fielder shareholders will be entitled to receive A$0.675 cash per share subject to all
necessary conditions being satisfied or waived and the Scheme becoming effective. The Scheme also allows for Goodman
Fielder to pay a final dividend of A$0.01 per share for the year ended 30 June 2014.
In the absence of a superior proposal and subject to an independent expert concluding that the Scheme is fair and reasonable
and in the best interests of Goodman Fielder shareholders, the Board of Goodman Fielder unanimously recommends that
Goodman Fielder shareholders vote in favour of the Scheme. Subject to the same qualifications, all the members of the
Goodman Fielder Board will vote (or will procure the voting of) all Director Goodman Fielder shares at the time of the Scheme
Meeting in favour of the Scheme.
Goodman Fielder has appointed an independent expert to determine whether the Scheme is fair and reasonable and in the
best interests of Goodman Fielder shareholders. The independent expert's report will be included in a Scheme booklet which is
expected to be distributed to Goodman Fielder shareholders later in the calendar year.
The implementation of the Scheme is subject to a number of conditions which include the following:
Goodman Fielder shareholders approving the Scheme at a Scheme Meeting (requiring approval from a majority in number of
shareholders who vote and at least 75% of the total number of shares voted);
all necessary regulatory approvals being obtained, including approval from the Foreign Investment Review Board in Australia,
the Overseas Investment Office in New Zealand and the Ministry of Commerce (MOFCOM) in China;
no material adverse change, 'prescribed occurrence' or regulatory restraint; and
Court approval of the Scheme.
Other than as stated above, there have been no events subsequent to the reporting date which would have a material effect on
the financial statements at 30 June 2014.

47

Independent auditors report


To the shareholders of Goodman Fielder New Zealand Limited
Report on the financial statements
We have audited the accompanying financial statements of Goodman Fielder New Zealand
Limited (''the company'') on pages 5 to 47. The financial statements comprise the statement of
financial position as at 30 June 2014, the statements of comprehensive income, changes in
equity and cash flows for the year then ended, and a summary of significant accounting policies
and other explanatory information.
Directors' responsibility for the financial statements
The directors are responsible for the preparation of financial statements in accordance with
generally accepted accounting practice in New Zealand that give a true and fair view of the
matters to which they relate, and for such internal control as the directors determine is necessary
to enable the preparation of financial statements that are free from material misstatement
whether due to fraud or error.
Auditors responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We
conducted our audit in accordance with International Standards on Auditing (New Zealand).
Those standards require that we comply with ethical requirements and plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free from
material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selected depend on the auditors
judgement, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the companys preparation of the financial statements that
give a true and fair view of the matters to which they relate in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the company's internal control. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting estimates, as
well as evaluating the presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion.
Our firm has also provided other services to the company in relation to advisory and general
accounting services. Subject to certain restrictions, partners and employees of our firm may
also deal with the company on normal terms within the ordinary course of trading activities of
the business of the company. These matters have not impaired our independence as auditor of
the company. The firm has no other relationship with, or interest in, the company.

48

Opinion
In our opinion the financial statements on pages 5 to 47:

comply with generally accepted accounting practice in New Zealand;

give a true and fair view of the financial position of the company as at 30 June 2014 and
of its financial performance and cash flows for the year then ended.

Report on other legal and regulatory requirements


In accordance with the requirements of sections 16(1)(d) and 16(1)(e) of the Financial
Reporting Act 1993, we report that:

we have obtained all the information and explanations that we have required; and

in our opinion, proper accounting records have been kept by Goodman Fielder New
Zealand Limited as far as appears from our examination of those records.

13 August 2014
Auckland

49

Goodman Fielder New Zealand Limited


Statutory information
For the year ended 30 June 2014
Directors' Interest
Goodman Fielder New Zealand Limited (the Company) is a wholly owned subsidiary of Goodman Fielder Limited ("GFL") and
no director holds a relevant interest in any shares in the Company. No director has any relevant interest in the bonds issued by
the Company.
Details of directors' interest in shares in Goodman Fielder Limited at 30 June 2014 are set out below.
Name
P R Reidie
J D West
G I Abercrombie

Ordinary Shares Held


4,321
49,191
-

Entitlements to GFL ordinary shares


976,002
670,583
82,756

Credit rating
Neither the Company nor the bonds has been assigned a credit rating.
Corporate Governance Policies and Practices
The corporate governance policies and practices of Goodman Fielder Limited are adopted and applied, as appropriate, to its
subsidiaries, including the Company. The corporate governance procedures include:

a corporate code of conduct applicable to all employees;


a code of ethics and conduct of directors, senior executives and officers;
a board charter which identifies functions reserved for the board and those delegated to senior executives; and
access by directors to independent professional advice to facilitate the exercise of independent judgment on matters
arising in connection with their duties.

Separate board committees have not been established for the subsidiary companies, although the audit committee of Goodman
Fielder Limited (which currently comprises four independent non-executive directors of Goodman Fielder Limited) reviews
both the half year and annual report of the Company in conjunction with the review of those documents by the directors of the
Company.
The directors of the Company are all senior executives of the Group and are required to comply with the Group policies and
procedures, including in relation to securities trading, the corporate code of conduct and the code of ethics and conduct of
directors, senior executives and officers.
A full description of the Group's corporate governance procedures is provided in the corporate governance statement in the
annual report of Goodman Fielder Limited, which can be found in the "shareholders" section of Goodman Fielder's website,
www.goodmanfielder.com.au. The corporate governance policies are also available from that website.

-50-

Goodman Fielder New Zealand


Bondholder information
For the year ended 30 June 2014
Bondholder Information
Securities Exchange Listing
The Company's bonds are quoted on the NZX Debt Market (NZDX), the debt security market operated by NZX Limited. Bonds
with an aggregate principal amount of $250 million are on issue as at the date of this report. The bonds trade under the code
GFZ010 on the NZDX.
Registry
Link Market Services Limited
Level 7, Zurich House
21 Queen Street
Auckland, New Zealand
P.O Box 91976, Auckland 1142
Investor Enquiries:
Tel: +64 9 375 5998
Fax: +64 9 375 5990
W ebsite: www.linkmarketservices.co.nz
Bondholder Enquiries
Holders of bonds seeking information regarding their security holdings, interest payments or related matters should contact the
registrar, Link Market Services Limited (refer contact details above).
Substantial Shareholders
The Company is a wholly owned subsidiary of Goodman Fielder Limited.
Bondholder distribution as at 7 August 2014 (as shown on the register)
Distribution
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 50,000
50,001 - 100,000
100,001 and over
Total

Number of
Holders
319
916
2,381
297
183
4,096

Number of
Bonds Held
1,588,667
8,836,000
66,663,000
25,433,000
147,479,333
250,000,000

-51-

% of Bonds
Issued
0.64
3.53
26.67
10.17
58.99
100.00

Das könnte Ihnen auch gefallen