2013 Annual Report PrimeAG
2013 Annual Report PrimeAG
2013 Annual Report PrimeAG
ANNUAL REPORT
30 June 2013
Directors Report
Remuneration Report
15
23
29
Income Statement
30
31
32
33
34
35
Corporate Information
96
Directors Declaration
97
Statement of Shareholdings
98
100
Directors Report
DIRECTORS REPORT
Your directors submit their report for the financial year ended 30 June 2013.
Introduction
On 30 August 2012, the Board, announced a process to unlock value and return capital to PrimeAg shareholders.
This decision has led to an extensive privatisation process via international and domestic public tender, in which
proposals to acquire the entire company or individual PrimeAg assets were considered.
The privatisation process has already resulted in the return of $1.01 per share to shareholders in three tranches since
October 2012. The final stages of the process are well advanced and, on 4 October 2013, PrimeAg shareholders will
be asked to approve the remaining major decisions, being:
the sale of the Emerald property aggregation to Cowal Agriculture Holdings Pty Limited, as trustee for Cowal
Agriculture Unit Trust, an entity affiliated with Global Endowment Management (the "Emerald Transaction");
and
a scheme of arrangement ("Scheme") under which Australian Food & Fibre Limited ("AFF") would acquire all
of the shares in PrimeAg that it and Dr David Robinson (the Chairman of AFF) do not already own.
PrimeAg shareholders will also be asked to approve certain capital distributions to facilitate the distribution to
shareholders of all remaining excess cash and the proceeds of the Emerald Transaction. If PrimeAg shareholder
1
approval is forthcoming, an additional 42 44 cents per share (consisting of $0.1693 as consideration from AFF
under the Scheme and the balance representing distributions of capital) will be paid to PrimeAg shareholders in
early November 2013.
If the Scheme is approved and implemented, PrimeAg will become a subsidiary of AFF and will cease to be listed
on the ASX. Existing shareholders (except AFF and Dr David Robinson) will cease to be shareholders of PrimeAg,
having received the Scheme proceeds in consideration for their shares.
Before providing additional detail on these steps, this report will briefly review the 2013 year.
Based on the expected range of the Final Distribution as per announcement released on the ASX on 6 September 2013
Directors Report
Attractive prices, combined with favourable rainfall, provided the impetus to increase sorghum plantings. Sorghum
production amounted to 8,110 tonnes and prices averaged $244/t ex-farm.
Commodity prices were tempered early in the year by the strong AUD/USD exchange rate, which limited the
opportunities to take advantage of reasonably attractive international prices for cotton and wheat. AUD cotton prices
fell to as low as $380/bale before an improvement in international values, combined with a weaker AUD, lifted them
back towards $500/bale in the last quarter. A combination of forward sales and disciplined marketing assisted the
company to achieve an average price per bale of over $450/bale for FY2013.
All FY2013s grain and cotton production has now been sold.
Financial Results
Revenue for the year ended 30 June 2013 was up 26% on the previous year, to $81.4 million. In part, this reflects
some carryover revenue in the form of cotton sale proceeds from the previous year, plus, as noted above, the
revenue from the entire FY2013 production year.
Operating profit before tax was $3.6 million, which is net of $1.4 million of costs associated with the sale of assets
to Global Ag Properties Australia Pty Ltd. Statutory net (loss) after tax was $(31.1) million, due to the impact of
impairment charges booked for assets held for sale, and their associated estimated selling costs.
Net asset backing per share at 30 June 2013, which is net of 55 cents per share returned to PrimeAg shareholders
during the year, was $0.90 ($1.58 FY2012). A further 46 cents per share was returned to PrimeAg shareholders in
August 2013.
As at 30 June 2013, the Company had no long term debt and held $48.7 million in cash from recent crop receipts
and for working capital purposes.
Directors Report
Directors Report
In the event that the Emerald Transaction, Emerald Distribution, Scheme and Final Distribution are completed, the
aggregate payments that will have been received by shareholders from the privatisation process since October 2012
are expected to total between $380.0 $386.0 million (representing approximately $1.43 $1.45 per PrimeAg
Share), as summarised in the table below.
Distributions
Payment
Date
Cash
distribution
$ / share (subject
to rounding)
Capital return in relation to the proceeds from the sale of Inner Downs /
North Star
Oct 2012
$40.0m
$0.15
Apr 2013
$106.6m
$0.40
Aug 2013
$122.5m
$0.46
$269.1m
$1.01
Completed distributions
Nov 2013
$30.9m
$0.1159
Scheme Consideration
Nov 2013
$45.1m
$0.1693
Final Distribution
Nov 2013
$35.0 41.0m
$0.13 $0.15
$111.0 - 117.0m
$0.42 - $0.44
$380 - 386m
$1.43 - $1.45
The Explanatory Memorandum contains important information in relation to the Emerald Transaction, Scheme and
capital distributions. PrimeAg shareholders are encouraged to read the Explanatory Memorandum carefully before
making a decision and voting at the Scheme Meeting and the EGM. PrimeAg shareholders are reminded that a copy
of the Explanatory Memorandum is available at www.primeag.com.au.
Directors Report
SHARE OPTIONS
At the date of this report there are Nil Executive Performance Rights and Nil Promoters Rights. Further details are
provided in Note 25(b).
Directors Report
DIRECTORS
The following Directors were held office throughout the period, and hold office at the date of this report:
Roger Campbell Corbett AO (Chairman)
David Bruce Trebeck
Stephen Andrew Williams
Stephen Ray Williams
Peter James Corish AM (MD and CEO)
Geoffrey John Hewitt
Peter Francis Young AM
Roger has been involved in the retail industry for over 50 years, including a number of senior roles in the
Woolworths Limited group. In 1999, he was appointed Chief Executive Officer and Group Managing Director of
Woolworths Limited and held that position until his retirement from full time involvement with that organisation in
September 2006. He is a Director of Wal-Mart Stores Inc. (appointed 2006).
Roger was appointed a Member of the Board of Directors of the Reserve Bank of Australia in 2005, appointed a
Director of Fairfax Media Limited in 2003 and Chairman in November 2009, and appointed a Director of Mayne
Pharma Group Limited in 2010 and Chairman in 2011.
Through directorships and memberships, Roger contributes to a wide range of industry, community and education
based organisations, including:
Chairman of the Salvation Army Advisory Board Australian Eastern Territory
Chairman, University of New South Wales Centre for Healthy Brain Ageing Advisory Board
Member of the Deans Advisory Group, Faculty of Medicine, University of Sydney
Member of the Australian Indigenous Chamber of Commerce Advisory Board
Member of the University of New South Wales Australian School of Business Advisory Council.
In recognition of his services to business and the community, in 2003, Roger was awarded a Member of the Order of
Australia, and in 2008, was awarded an Officer of the Order of Australia.
Directors Report
David Bruce Trebeck
David has over 40 years experience as a professional economic advisor 1972 to 1983 with the National Farmers
Federation (and predecessors), and through the consultancy firm he founded, ACIL Consulting, between 1983 and
2004. Consultancy assignments included natural resource management, a broad range of agricultural issues, and
microeconomic policy reform.
David was a Commissioner of the National Water Commission (2005-08), chaired an Australian Government
inquiry into fuel taxation (2001-2), and was a member of the Agriculture and Food Policy Reference Group (2005-6)
and the Australian Government Quarantine and Biosecurity Review Panel (2008).
David is a non executive Director of Graincorp Ltd (appointed February 2002) which provides storage and handling
services to PrimeAg Australia Limited. These services are provided on terms no more or less favourable than those
available to other customers of Graincorp. David was appointed Chairman of Penrice Soda Holdings Ltd in October
2009 (appointed Director September 2007). He is a member of the ACT Divisional Council of the Australian
Institute of Company Directors. He was an adviser to and former Director of regional companies associated with the
Danish shipping group AP Mller-Maersk (2005-13). He was a former Director of Incitec Pivot Ltd (2003-2005),
Incitec Ltd (1997-2003) and Pipers Brook Vineyard Ltd (2001 - 2003). In 2001 he was awarded the Centenary of
Federation Medal for Services to Government, Industry and Trade.
David maintains direct agricultural involvement through ownership and operational interests in broad acre cereal
and grazing activities on the south west slopes of New South Wales.
Steve has over 26 years experience in financial markets, predominately as an institutional stockbroker, private equity
investor and funds manager, which included 11 years as an Executive Director of County NatWest (now part of
Citigroup). He headed County NatWests Institutional Equities Sales and Trading functions which included risk
management and compliance roles.
In 1998, Steve co-founded Allaway Weaver Williams, a pooled development fund, and in 2003 founded Saltbush
Funds Management Limited. He is a Director of Saltbush Capital Markets (SCM), and was instrumental in
development of the concept and intellectual property on which PrimeAg Australia Limited is founded. SCM
provides consulting services to PrimeAg Australia Limited. These services are provided on terms no more or less
favourable than those to other customers.
Steve has had extensive involvement with Australian Rugby Union, both on and off the field, representing and
captaining Australia as a player and serving as a Director of New South Wales Rugby Union and Australian Rugby
Union.
Directors Report
Stephen Ray Williams
Steve has over 37 years as a legal practitioner, and is a consultant with Sydney based Kemp Strang Lawyers,
previously a partner. He practices principally in the corporate and commercial arenas, in the areas of commercial
property development, structuring and financing. Kemp Strang provides legal services to PrimeAg Australia
Limited. These services are provided on terms no more or less favourable than those to other customers.
Steve was appointed Chairman and non executive Director of Axiom Mining Limited in June, 2010. Axiom is an
ASX listed gold exploration company. Steve was Chairman of Coffey International Limited (Retired 27 February
2012) an ASX listed company which provides consulting and other multi specialist services in geotechnical,
environmental, mining and infrastructure areas, both within and outside Australia.
Peter has been actively involved in agriculture for over 30 years, and over this period, and in association with
immediate family, has developed and operated substantial irrigated and dryland cropping, and grazing property
holdings in central and southern Queensland and north west New South Wales.
Peter has been an active participant in the agricultural industry, having held numerous positions including Director
and Deputy Chairman of Namoi Cotton Co-operative Limited (1976-79), Chairman of Cotton Australia (1995-99),
Chairman of the Australian Cotton Industry Council (1998 to 2001), and President of the National Farmers
Federation (2002-06). In this latter role, Peter chaired the Cairns Group Farm Leaders.
He was Commissioner, National Water Commission (2005-08) and served as Chairman of the Agricultural and Food
Policy Reference Group (2005-2006).
In 2001 Peter was awarded the Centenary of Federation Medal for Services to Trade and in 2009 he was awarded a
Member of the Order of Australia for his service to agriculture, particularly the cotton industry, through the
implementation of innovative farming practices, the development of agricultural and natural resources policies and
through a range of industry and related organisations. Entities associated with Peter provide freight, transport and
grain handling services to PrimeAg Australia Limited. These services are provided on terms no more or less
favourable than those to other customers.
10
Directors Report
Geoffrey John Hewitt
Geoff has over 30 years experience in agriculture and during this period has operated irrigated and dryland property
holdings in the Macalister district of southern Queensland. The farms have twice been awarded Regional Cotton
Grower of the Year and have received awards for wheat, sorghum, chick peas and soybean.
He is Chairman of ProClass Pty Ltd, appointed in 2006, a company which classes around 40% of the Australian
cotton crop each year. ProClass Pty Ltd provides classing services to ginning companies contracted by PrimeAg
Australia Limited.
He was Chairman of Cotton Australia (2005/06) and a Director of the Queensland Farmers Federation from 2000
until 2006.
Geoffs business background includes mining services, intensive aquaculture and the development, patenting,
manufacture and marketing of farming equipment used in cotton harvest.
Peter has extensive experience in the Investment Banking Industry. He serves as Chairman of Barclays PLC
Australia and New Zealand. He served as a member of the Royal Bank of Scotland Advisory Council. He served as
the Chairman of Investment Banking for ABN Amro Australia and New Zealand from 2003 to 2006.
He is Chairman of QIC Limited and has been a Non Executive Director of Fairfax Media Ltd. (formerly Fairfax
(John) Holdings Ltd.) since September 16, 2005. He has previously been Independent Chairman of RATCH
Australia Corporation Limited (formerly Transfield Services Infrastructure Fund), Chairman of the Australian
Federal Governments Export Finance and Insurance Corporation (EFIC), and Chairman of the National Rail
Corporation Ltd.
He is involved in a number of community, environmental and artistic activities. He serves as a Non Executive
Director of the Great Barrier Reef Research Foundation, a member of Queensland Art Gallery Board of Trustees,
Non Executive Director Sydney Theatre Company and is a Governor of the Taronga Foundation. He previously
served as Chairman of NSW Cultural management Ltd,
11
Directors Report
Interests in the shares and options of the Company and related bodies corporate
As at the date of this report, the relevant interests of the directors in the shares and rights of PrimeAg Australia
Limited were:
P J Corish
R C Corbett
D B Trebeck
S A Williams
S R Williams
G J Hewitt
P F Young
Number of
Ordinary
Shares
3,629,081
741,312
450,004
902,695
26,542
-
Number of
Rights over
Ordinary
Shares
-
COMPANY SECRETARY
S J Macansh
S J Macansh has been the company secretary of PrimeAg Australia Ltd since 17 November 2008. Samantha is a
qualified accountant and has more than 18 years financial management experience with listed and unlisted
companies. Samantha joined PrimeAg after working with the General Pants Group as CFO and was previously with
the Coles Myer Group for over ten years in financial management.
Samantha has a Graduate Diploma of Applied Corporate Governance (2010) and a Master of Business (Monash
University) (2002).
DIVIDENDS
Directors have not declared a dividend in respect of the period to 30 June 2013.
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Directors Report
PRINCIPAL ACTIVITIES
PrimeAg owns and operates agricultural land and water assets in eastern Australia to produce soft commodities.
Its asset portfolio is located across northern New South Wales and southern Queensland and comprises
predominantly irrigated and dryland farming operations.
Crops farmed on PrimeAg properties include cotton, wheat and chickpeas.
The table below sets out PrimeAg's properties as at the date of this report.
Properties
1
Location
Emerald
Emerald, QLD
Darling Downs
Condamine, QLD
Garah, NSW
Kurrajong Hills
Warialda, NSW
The Company has agreed (subject to shareholder approval) to sell the Emerald property as part of its privatisation process.
13
Directors Report
DIRECTORS MEETINGS
The number of meetings of directors (including meetings of committees of directors) held during the year and the
number of meetings attended by each director were as follows:
Workplace
Health and
Safety
Committee
27
Remuneration
and Nominations
Committee
2
1
27
27
25
23
24
24
22
4
4
4
-
2
2
2
-
Directors'
meetings
1
1
1
-
COMMITTEE MEMBERSHIP
As at the date of this report, the company operated an Audit, Risk and Compliance Committee, Remuneration and
Nominations Committee, and a Workplace Health and Safety Committee of the Board of Directors.
Remuneration and
Nominations
S R Williams ( C )
R C Corbett
D B Trebeck
Workplace Health
and Safety
S A Williams ( C )
P J Corish
D B Trebeck
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Directors Report
REMUNERATION REPORT (Audited)
This remuneration report provides information concerning the remuneration arrangements of:
- Non-executive Directors
- Chief Executive Officer / Managing Director and key management personnel
for the year ended 30 June 2013 in accordance with requirements of the Corporations Act 2001 (the Act) and
associated regulations. This information has been audited as required by section 308(3c) of the Act.
Board Oversight of Remuneration
Oversight of the companys remuneration arrangements is provided through the Remunerations and Nominations
Committee which acts in an advisory role to the Board. The committee comprises three independent non-executive
Directors. The Terms of Reference of the Committee are included in the Corporate Governance section of the
PrimeAg web site www.primeag.com.au.
Consistent with established corporate governance practices, the structure of non-executive Director remuneration
and executive remuneration is separate and distinct.
The Boards overall remuneration strategy is to provide remuneration and other conditions which are appropriate for
the attraction and retention of high calibre personnel, and in respect of executive remuneration, which establishes
incentive arrangements based on company and individual performance improvement. In determining executive
remuneration the committee also engages external consultants to provide independent advice.
Non-executive Director Remuneration
Non-executive Directors are remunerated by way of a fixed annual fee, inclusive of superannuation. No separate
remuneration is paid for Directors involvement in Board sub-committees.
Non-executive Directors fee arrangements are reviewed annually and fees paid to non-executive Directors of other
comparable companies are considered when undertaking the annual review process.
The maximum aggregate amount available for non-executive Director remuneration is $600,000 pa, and this limit
will remain in place until changed in accordance with shareholder approval requirements set out in the companys
constitution.
Total annual non-executive Director Remuneration at the date of this report is $357,500.
Annual non-executive Directors fees including superannuation at the date of this report are:
R C Corbett (Chairman)
$97,500
D B Trebeck
$52,000
S A Williams
$52,000
S R Williams
$52,000
G J Hewitt
$52,000
P F Young
$52,000
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Directors Report
All Directors, including the Managing Director, agreed to accept a 35% reduction in remuneration from
1st August 2012 which is reflected in the table above.
The actual remuneration paid to non-executive Directors for the period ending 30 June 2013 is shown on page 19.
Executive Remuneration
Peter Corish (MD and CEO), Samantha Macansh (Chief Financial Officer), and Michael Blakeney (General
Manager Operations, PrimeAg Agricultural Fund, constitute the senior executive and key management resources of
the company.
The company has entered into an Executive Employment Agreement with Mr. Corish, the principal details of which
are provided below. The agreement includes provision for entitlement to participation in a Senior Executive
Performance Rights Plan, the details of which are also provided below.
Executive Employment Agreement P Corish
Under this agreement, Mr. Corish is engaged to act as Managing Director and CEO for a period of five (5) years
(1 August 2011 to 31 July 2016). Upon the completion of the privatisation of the Company the employment of Mr.
Corish will be terminated. An agreement between the Board of PrimeAg and Mr. Corish has been reached regarding
the Executive Employment Agreement in relation to the privatisation of the Company under the Scheme of
Arrangement. At the implementation of the scheme of arrangement, Mr. Corish will surrender all rights for payment
under the Executive Employment Agreement in relation to salary, short term incentives, long term incentives,
redundancy and retention.
Remuneration for these services (including superannuation contribution) is $600,000 p.a.
From August 1 2012 Mr. Corish agreed to a reduction in salary of 35% to $390,000 until otherwise advised or
reviewed in 12 months time. Mr. Corish is entitled to a short term incentive, a long term incentive and to participate
in the Senior Executive Performance Rights Plan. At 30 June, 2013 Mr. Corish surrendered his rights under the
Senior Executive Performance Rights Plan.
The Executive Employment Agreement and the employment of Mr. Corish may be terminated by PrimeAg without
notice if:
Mr. Corish is guilty of any material breach of the terms of the Executive Employment Agreement
Mr. Corish commits an act of bankruptcy or compounds his creditors or becomes on unsound mind
Mr. Corish is guilty of gross misconduct or dishonesty or act of fraud.
Either party may terminate the Executive Employment Agreement upon written notice to the other party for the
period that remains between the date of notice of termination and the Termination Date. In the case of notice of
termination being given by PrimeAg, PrimeAg may direct Mr. Corish not to perform any duties for part or all of the
notice period and require Mr. Corish to remain away from PrimeAgs premises. During such period, Mr. Corish will
remain an employee of PrimeAg until the expiry of the notice period.
16
Directors Report
PrimeAg may, at its discretion, pay to Mr. Corish at the Termination Date the equivalent amount to the total
remuneration package payable by PrimeAg during the notice period in lieu of the notice period relating to the
termination of Mr. Corishs employment.
The Executive Employment Agreement includes provisions concerning restrictions on post employment activities of
Mr. Corish as they relate to PrimeAg's business activities and interests.
Column 2
Entitlement (%)
20
30
50
60
10
80
>11
100
In respect of Financial Year Ended 30 June 2013 and Financial Years thereafter the STI Award is as stated for
Financial Year ended 30 June 2013 or any other STI Award where the amounts shown in Column 1 and / or Column
2 of the STI Award table (above) are varied at the absolute discretion of the Board and communicated to Mr. Corish
in writing.
Any STI Award shall be forfeited if Mr. Corish ceases employment or provides notice of intention to terminate the
employment of Mr. Corish is provided by the Company to Mr. Corish prior to the Payment Date in respect of the
STI Award.
Mr. Corish shall be entitled to an LTI Award comprising (a). the Rights (b). the performance fee amount.
(a). The Rights
17
Directors Report
In additional to the rights already granted to Mr. Corish pursuant to the Senior Executive Performance Rights Plan
Mr. Corish will be entitled to the number of rights to be granted to him per the Executive Performance Rights Plan
which is calculated as follows:
R=S / V
Where:
R is the number of rights
S is equal to the STI Award received by Mr. Corish after each Financial Year and
V is the VWAP.
The rights to be granted on the Payment Date pursuant to Rule 3 of the Rules.
(b). The Performance Fee Amount
Mr. Corish shall be entitled to a Performance Fee Amount being 10% of the Performance Fee payable by the
PrimeAg Agricultural Fund to PrimeAg. The payment of any Amount shall occur when the Performance Fee is
received by the Company.
If Mr. Corish ceases employment prior to the End Date as defined in the Participation Deed, then:
(i). If Mr. Corishs employment is terminated for any reason prior to the date which is three years from the
Commencement Date Mr. Corish shall have no entitlement to the Performance Fee Amount;
(ii). If Mr. Corishs employment is terminated between the date which is 3 years from the commencement Date and
the End Date other than where (iii.) applies, Mr. Corish shall be entitled to one third of the Performance Fee Share
on the third, fourth and fifth anniversaries of the Execution Date;
(iii). If the termination occurs as a result of termination of employment by the Company without notice where Mr.
Corish has engaged in misconduct or without notice on any other basis as described in the employment agreement or
otherwise, then no Performance Fee Amount will be payable.
Senior Executive Performance Rights Plan
The executive performance rights are held by the Chief Executive Officer of PrimeAg, Mr. Peter Corish AM.
Mr. Corish has entered into a Deed with PrimeAg to surrender all of these performance rights for nil consideration,
subject to the Scheme becoming Effective.
18
Directors' Report
Remuneration Report (Audited) (continued)
Table 1 - Remuneration for the year ended 30 June 2013
Short Term
Cash Bonus
**
$
Post Employment
Non Monetary
benefits***
$
Other
$
Superannuation
$
Long Term
Retirement
benefits
$
Incentive Plans
$
Long Service
Leave
$
Share-based
Payment ****
$
Total
$
% performance
related
101,875
54,333
54,333
54,333
54,333
54,333
373,540
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
(312,715)
109,154
-286.49%
(3,743)
(316,458)
321,009
228,543
151,465
(3,743)
806,428
9.88%
0.00%
0.00%
100.00%
(316,458)
92,614
49,847
49,847
49,847
49,847
49,847
341,849
9,261
4,486
4,486
4,486
4,486
4,486
31,691
394,885
14,369
12,615
265,756
199,835
132,833
993,309
20,000
20,000
11,708
8,543
7,826
42,446
23,545
20,165
10,806
67,131
1,335,158
20,000
42,446
98,822
1,179,968
19
Directors' Report
Table 2 - Remuneration for the year ended 30 June 2012
Short Term
Cash Bonus
**
$
Post Employment
Non Monetary
benefits***
$
Other
$
Superannuation
$
Long Term
Retirement
benefits
$
Incentive Plans
$
Long Service
Leave
$
Share-based
Payment ****
$
Non-executive directors
R C Corbett (Chairman) 1
D B Trebeck
S A Williams
S R Williams
G J Hewitt 2
P F Young 2
Sub-total non-executive directors
123,776
69,160
69,160
69,160
56,457
56,457
444,170
12,378
6,224
6,224
6,224
5,081
5,081
41,212
532,110
253,211
154,336
169,689
30,000
-
7,966
2,683
17,342
19,954
47,890
25,489
15,021
16,395
53,973
1,163,319
30,000
5,227
53,172
4,858
109,653
Totals
1,607,489
30,000
53,172
150,865
Total
$
% performance
related
136,154
75,384
75,384
75,384
61,538
61,538
485,382
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
31,683
-
619,649
311,383
186,699
206,038
5.11%
10.50%
0.00%
0.00%
(7,857)
23,826
56,201
1,379,970
-13.98%
23,826
1,865,352
20
Directors' Report
Remuneration Report (Audited) (continued)
Rights granted as part of remuneration
Rights comprise Executive Performance Rights which are described in note 25 (b).
There were no additions or alterations to the terms and conditions of rights granted as remuneration during the
period. As at 30 June 2013, there are no rights issued under the plan as Peter Corish has surrendered his eligibility.
21
Directors' Report
ROUNDING
The amounts contained in this report and in the financial report have been rounded to the nearest $1,000 (where rounding
is applicable) under the option available to the Company under ASIC Class Order 98/0100. The Company is an entity to
which the Class Order applies.
INDEPENDENCE
The Directors have received an independence declaration from the auditor Ernst & Young. A copy of the declaration is
included on page 29 of this report.
NON-AUDIT SERVICES
The following non-audit services were provided by the Companys auditor, Ernst & Young. The directors are satisfied
that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by
the Corporations Act 2001. The nature and scope of each type of non-audit serviced provided means that auditor
independence was not compromised.
Ernst & Young received, or are due to receive the following amounts for the provision of non-audit services:
$
Tax compliance services
74,848
54,590
129,438
R C Corbett AO
Chairman
30 September 2013
22
The matters suggested for inclusion in a directors letter of appointment (Box 1.1 of the Principles and
Recommendations) are addressed either through a letter of appointment or under other provisions of the corporate
governance model.
Recommendation 1.2 Disclose the process for evaluating the performance of senior executives.
Review of the performance of PrimeAgs Chief Executive Officer / Managing Director is a function reserved to the
Board. The Chief Executive Officer / Managing Director does not participate in this process in respect of the review
of his performance.
Performance is assessed against financial and non-financial objectives and benchmarks established at the start of the
review period.
The Remuneration and Nominations Committee oversees the application of the outcome of the performance review
process to the remuneration elements of Service Agreements with the Chief Executive Officer / Managing Director.
Performance evaluations are undertaken annually after the completion of the financial year.
23
24
25
26
27
Terms of Reference of the Remuneration and Nominations Committee specify functions dealing with determination
and review of the remuneration framework and remuneration levels for executives and development of
recommendations to the Board concerning non-executive remuneration.
Recommendation 8.3 Clearly distinguish the structure of non-executive directors remuneration from that of
executive director and senior executives.
Non-executive directors are remunerated by way of fees for services provided as directors and committee members.
Details of fees and superannuation contributions paid are included in the relevant section of the Directors Report.
Details of the emoluments of executive directors and executive officers are shown in the relevant section of the
Directors Report.
28
Graham Ezzy
Partner
30 September 2013
29
Income Statement
For the year ended 30 June 2013
Continuing Operations
Sale of goods
Other revenue
Revenue
Net operating income derived from biological assets
Notes
Year Ended
30 June 2013
$'000
Year Ended
30 June 2012
$'000
5(a)
75,700
5,687
81,387
58,348
6,452
64,800
12
44,738
56,602
(73,787)
(55,967)
Cost of Sales
Other income
5(b)
1,285
5(c)
5(d)
(6,188)
(2,563)
(31,767)
(3,647)
(17)
(5,176)
(659)
(5,974)
(2,495)
(42,692)
(1,893)
(138)
(1,977)
(424)
3,606
10,384
(30,504)
(3,234)
(26,898)
7,150
(4,083)
(2,159)
(30,981)
4,991
(30,981)
4,991
(30,981)
4,991
5(f)
5(g)
5(e)
6(a)
542
Attributable to:
Equity holders of the parent entity
Net Profit/(Loss) for the year after tax
Earnings per share for profit attributable to ordinary
equity holders of the parent:
Basic earnings per share (cents)
Diluted earnings per share (cents)
Dividend per share (cents)
8(a)
(11.63)
(11.63)
-
1.87
1.87
-
30
Notes
Profit for the period
Year Ended
30 June 2013
Year Ended
30 June 2012
$'000
$'000
(30,981)
4,991
(4,280)
3,146
1,284
(944)
(2,996)
2,202
(33,977)
7,193
(33,977)
7,193
(33,977)
7,193
31
9
10
11
12
16
13
14(b)
15
14(b)
15
6(d)
17
18
16
19
18
19
6(d)
NET ASSETS
EQUITY
Equity attributable to equity holders of the parent
Contributed equity
Retained earnings
Reserves
TOTAL EQUITY
20
27
30 June 2013
$'000
30 June 2012
$'000
48,740
8,715
11,191
1,038
633
89,939
56,737
216,993
134,625
7,564
27,358
7,257
67
1,759
49,478
228,108
2
25,433
13,286
831
39,552
256,545
2
125,898
83,095
6,147
215,142
443,250
7,945
930
1,274
3,806
13,955
10,073
107
44
30
1,954
12,208
1,735
979
2,714
16,669
24
5,081
5,251
10,356
22,564
239,876
420,686
266,661
(28,932)
2,147
239,876
413,178
1,265
6,243
420,686
32
Notes
Year Ended
30 June 2013
$'000
Year Ended
30 June 2012
$'000
77,877
1,094
(56,729)
6,019
(540)
(525)
27,196
64,031
3,696
(65,015)
5,421
(424)
(2,233)
37,788
35,555
(1,804)
626
(1,178)
(146,517)
(2,119)
(148,636)
121,433
(2,664)
(1,293)
117,476
(85,885)
134,625
48,740
124,007
10,618
134,625
7,709
33
As at 30 June 2013
At 1 July 2012
Contributed
equity
$'000
Retained
earnings
$'000
413,178
Reserves
$'000
1,265
6,243
(30,981)
784
Total
$'000
420,686
(30,981)
(3,780)
(2,996)
(30,197)
(3,780)
(33,977)
(146,517)
As at 30 June 2012
At 1 July 2011
(146,517)
-
266,661
Contributed
equity
$'000
(316)
(28,932)
Retained
earnings
$'000
291,058
2,147
Reserves
$'000
(1,062)
(316)
239,876
Total
$'000
4,014
294,010
4,991
4,991
2,202
2,202
4,991
2,202
7,193
122,120
122,120
27
27
413,178
1,265
6,243
420,686
At 30 June 2012
(2,664)
(2,664)
34
Corporate Information
The financial report of PrimeAg Australia Limited for the year ended 30 June 2013 was authorised for issue in
accordance with a resolution of the Directors on 30 September 2013. PrimeAg Australia Limited is a company
limited by shares domiciled and incorporated in Australia on 12 October 2007, whose securities were
admitted to trading on the Australian Securities Exchange on 24 December 2007.
The nature of the operations and principal activities of the Company are described in the Directors' report.
35
36
ii.
AASB 10
Title
Summary
37
AASB 11
Title
Summary
Joint
AASB 11 replaces AASB 131
Arrangements Interests in Joint Ventures and
UIG-113 Jointly- controlled
Entities - Non-monetary
Contributions by Ventures.
AASB 11 uses the principle of
control in AASB 10 to define
joint control, and therefore the
determination of whether joint
control exists may change. In
addition it removes the option
to account for jointly
controlled entities (JCEs)
using proportionate
consolidation. Instead,
accounting for a joint
arrangement is dependent on
the nature of the rights and
obligations arising from the
arrangement. Joint operations
that give the venturers a right
to the underlying assets and
obligations themselves is
accounted for by recognising
the share of those assets and
obligations. Joint ventures that
give the venturers a right to
the net assets is accounted for
using the equity method.
Consequential amendments
were also made to this and
other standards via AASB
2011-7, AASB 2010-10 and
amendments to AASB 128.
Application
Date of
Standard
1 January
2013
Impact on Company
Financial Report
The Company is not
a controlled entity,
and does not have
control of any other
entities. The
Company does not
expect to be
impacted by this
standard.
Application
date for
Company
1 July 2013
38
Title
Summary
AASB 12
Disclosure of
Interests in
Other Entities
AASB 13
Fair Value
Measurement
Application
Date of
Standard
1 January
2013
1 January
2013
Impact on Company
Financial Report
The company has
assessed the impact
of these changes and
determined there will
be no material
impact on these
accounts as a result.
Application
date for
Company
1 July 2013
1 July 2013
39
Title
AASB 119
Employee
Benefits
Summary
Application
Date of
Standard
1 January
The main change introduced
by this standard is to revise the
2013
accounting for defined benefit
plans. The amendment
removes the options for
accounting for the liability,
and requires that the liabilities
arising from such plans is
recognised in full with
actuarial gains and losses
being recognised in other
comprehensive income. It also
revised the method of
calculating the return on plan
assets.
The revised standard changes
the definition of short-term
employee benefits. The
distinction between short-term
and other long-term employee
benefits is now based on
whether the benefits are
expected to be settled wholly
within 12 months after the
reporting date.
Consequential amendments
were also made to other
standards via AASB 2011-10.
Impact on Company
Financial Report
The Company does
not operate a defined
benefit plan. The
Company does not
expect to be
impacted by the
change in definition
of short-term
benefits
Application
date for
Company
1 July 2013
40
Title
Summary
Application
Date of
Standard
1 January
2013
Impact on Company
Financial Report
The company has
assessed the impact
of these changes and
determined there will
be no material
impact on these
accounts as a result.
Application
date for
Company
1 July 2013
1 January
2013
1 July 2013
1 January
2013
1 July 2013
41
Title
Summary
Application
Date of
Standard
1 July 2013
1 July 2013
Impact on Company
Financial Report
The Company will
be required to report
key management
personnel disclosures
as per current
standards.
Application
date for
Company
1 July 2013
1 July 2013
42
Title
Summary
Application
Date of
Standard
Impact on Company
Financial Report
Application
date for
Company
43
Title
Summary
Application
date for
Company
1 July 2014
Interpretatio
n 21
Levies
1 January
2014
1 July 2014
AASB 1055
Budgetary
Reporting
1 July 2014
This change is
applicable to not-forprofit/public sector
entities and does not
impact the Company.
1 July 2014
44
Title
Summary
AASB 9
Financial
Instruments
AASB 9 includes
requirements for the
classification and
measurement of financial
assets. It was further amended
by AASB 2010-7 to reflect
amendments to the accounting
for financial liabilities.
These requirements improve
and simplify the approach for
classification and
measurement of financial
assets compared with the
requirements of AASB 139.
The main changes are
described below.
(a) Financial assets that are
debt instruments will be
classified based on (1) the
objective of the entity's
business model for managing
the financial assets; (2) the
characteristics of the
contractual cash flows.
Application
Date of
Standard
1 January
2015
Impact on Company
Financial Report
The company has
assessed the impact
of these changes and
determined there will
be no material
impact on these
accounts as a result.
Application
date for
Company
1 July 2015
45
Title
Summary
AASB 9
(cont)
Financial
Instruments
(cont)
Application
Date of
Standard
Impact on Company
Financial Report
Application
date for
Company
46
Title
Summary
AASB 9
(cont)
Financial
Instruments
(cont)
Application
Date of
Standard
Impact on Company
Financial Report
Application
date for
Company
47
48
49
50
51
52
53
54
Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the
extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year
when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted
or substantively enacted at the balance sheet date.
Income taxes relating to items recognised directly in equity are recognised in equity and not in the Income
Statement.
The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow from
the manner in which at the reporting date the entity expects to recover or settle the carrying amount of its
assets and liabilities.
Significant accounting judgments - Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences as management considers that it is
probable that future taxable profits will be available to utilise those temporary differences. Any deferred tax
assets that are deemed unlikely to provide future taxable decuctions are written off against income tax
expense. During FY13, deferred tax assets relating to property revaluations, accruals and employee
liabilities were not recognised.
55
56
57
30 June 2013
$'000
30 June 2012
$'000
Financial assets
Cash and cash equivalents
48,740
134,625
Net Exposure
48,740
134,625
58
30 June 2013
$'000
30 June 2012
$'000
341
(171)
942
(471)
The movements in profit are due to higher/lower interest income from variable rate term deposits and cash balances.
There is no equity movement as there are no financial assets or financial liabilities which are designated as cash
flow hedges. The results indicated above are not representative of the risk inherent in the financial instruments
because the year end exposure does not reflect the exposure during the year.
Significant assumptions used in the interest rate sensitivity analysis include:
* Reasonably possible movements in interest rates were determined based upon economic forecaster's assumptions.
* The net exposure at balance date is representative of what the Company was expecting to be exposed to.
59
30 June 2013
$'000
6 months or less
6-12 months
1-5 years
10,820
1,130
1,837
13,787
30 June 2012
$'000
11,714
754
5,503
17,971
60
Financial Assets
Cash and cash equivalents
Trade and other receivables
Other financial assets
Available-for-sale financial assets
Financial Liabilities
Trade and other payables
Interest-bearing liabilities
Other financial liabilities
Financial Assets
Cash and cash equivalents
Trade and other receivables
Other financial assets
Available-for-sale financial assets
Financial Liabilities
Trade and other payables
Interest-bearing liabilities
Other financial liabilities
<6
Months
$'000
6-12
Months
$'000
48,740
8,715
57,455
1-5
Years
$'000
-
>5
Years
$'000
-
Total
$'000
2
2
48,740
8,715
2
57,457
7,945
2,875
10,820
1,130
1,130
1,837
1,837
7,945
5,842
13,787
46,635
(1,130)
(1,837)
43,670
<6
Months
$'000
6-12
Months
$'000
1-5
Years
$'000
134,625
7,564
67
142,256
10,073
1,611
30
11,714
754
754
130,542
(754)
>5
Years
$'000
-
Total
$'000
2
2
134,625
7,564
67
2
142,258
5,503
5,503
10,073
7,868
30
17,971
(5,503)
124,287
The company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve
borrowing facilities by regularly monitoring forecast and actual cash flows and matching maturing profiles of
financial assets and liabilities.
At balance date the Company had cash or cash equivalent balances of $48.7M and $5.0M undrawn credit
facilities ($134.6M and $4.5M respectively for the prior year).
Fair value of financial instruments
The methods for estimating fair value are outlined in the relevant notes to the financial instruments.
61
62
Valuation
technique market
observable
inputs
Valuation
technique non market
observable
inputs
Level 1
Level 2
Level 3
$'000
$'000
$'000
$'000
Quoted
market
price
Valuation
technique market
observable
inputs
Valuation
technique non market
observable
inputs
Level 1
Level 2
Level 3
$'000
$'000
$'000
Total
$'000
Financial Assets
Derivative Instruments
- Forward Exchange Contracts
67
67
- Wheat Swaps
Available-for-sale financial
assets
67
69
30
30
30
30
Financial Liabilities
Derivative Instruments
- Wheat Swaps
Quoted market prices represent fair value based on quoted prices on active markets as at the reporting date without
any deductions for transactions. The fair value of the listed entity investments are based on quoted market prices.
For financial instruments not quoted in active markets, the Company uses valuation techniques such as present value
techniques, comparison to similar instruments for which market observable prices exist and other relevant models
used by market participants. These valuation techniques use both observable and unobservable market inputs.
63
30 June
2013
$'000
2
30 June
2012
$'000
2
Purchases
Closing Balance
Opening Balance
Total gain or loss stated in the table above are for assets held at the end of the period.
64
SEGMENT REPORTING
PrimeAg Australia Limited has a single reportable segment, being agriculture. The Board (the chief operating
decision makers) receive regular discreet financial information for the single segment to assess performance and
determine the allocation of resources. The content and format of this information is consistent with the statement
of financial position, statement of financial performance and statement of cash flows presented in the annual
report.
Year Ended
30 June 2013
$'000
Year Ended
30 June 2012
$'000
5,118
569
5,687
6,352
100
6,452
74
1,211
1,285
48
5
488
1
542
4,209
822
197
320
956
(316)
6,188
4,465
90
364
1,028
27
5,974
871
780
912
2,563
897
799
799
2,495
(17,433)
(13,071)
(30,504)
2,556
(5,790)
(3,234)
(17,433)
(4,280)
2,556
3,146
(21,713)
5,702
(e) Fair value movement on land, buildings and improvements and water rights
Fair value movement of land, buildings and improvements
Impairment of intangibles
15 (a)
65
Year Ended
30 June 2012
$'000
347
291
1,386
1,410
1,531
211
5,176
57
1,574
346
1,977
538
1
120
659
424
424
1,755
44
2,328
4,083
2,115
2,159
(26,898)
(26,898)
7,150
7,150
(8,069)
2,145
(44)
12,285
(95)
6
4,083
8
6
2,159
(1,284)
(1,274)
944
(1,284)
(330)
INCOME TAX
66
Opening Balance
Charged to income
Charged to equity
Other payments
Closing Balance
Tax cost / (benefit) in income statement
Amounts recognised in balance sheet
Deferred tax asset
Deferred tax liability
2013
2013
$'000
$'000
Current Deferred
Income Income
Tax
Tax
896
(1,755) (2,328)
1,284
(1,755)
(148)
2012
$'000
Current
Income
Tax
(44)
(44)
4,083
2012
$'000
Deferred
Income
Tax
2,681
(2,115)
330
896
2,159
831
(979)
(148)
6,147
(5,251)
896
30 June 2013
30 June 2012
$'000
$'000
831
831
1,659
2,109
1,018
140
1,212
9
6,147
312
180
191
296
979
20
2,928
1,648
153
460
42
5,251
67
Year Ended
30 June 2013
$'000
7
Year Ended
30 June 2012
$'000
2,664
2,664
1,274
44
68
Year Ended
30 June 2012
$'000
(30,981)
4,991
(30,981)
4,991
(30,981)
4,991
(30,981)
4,991
(30,981)
4,991
Weighted average number of ordinary shares for basic earnings per share
'000
'000
266,394
255,488
266,394
255,488
1,869
Effect of dilution:
Share options / share rights
Weighted average number of ordinary shares adjusted for the effect of
dilution
The Company undertook a Rights Issue in July 2011 to raise $125M. The offer was 10 shares for every 13 held
and resulted in the share capital increasing from 150,569,976 shares to 266,394,444 shares.
(c) Information on the classification of securities
Rights
Rights granted to employees (including key management personnel) and promoters as described in note 25 are
considered to be potential ordinary shares and have been included in the determination of diluted earnings per
share to the extent they are dilutive. These rights have not been included in the determination of basic earnings per
share.
69
30 June 2012
$'000
13,137
35,603
48,740
4,398
130,227
134,625
Cash at bank earns interest at floating rates based on daily bank deposit rates. The carrying amounts of cash and
cash equivalents represents fair value. Term deposits earn interest at a rate set for a 30 day term.
Short-term deposits are made for varying periods of between one day and three months, depending on the
immediate cash requirements of the Company, and earn interest at the respective short-term deposit rates. The
maximum exposure to credit risk is the fair value of the deposits and cash at bank and in hand.
(a) Reconciliation to Statement of Cash Flows
For the purposes of the Statement of Cash Flows, cash and cash equivalents
comprise the following:
Cash at bank and in hand
Short-term deposits
13,137
35,603
48,740
4,398
130,227
134,625
Cash at bank held for investment in the PrimeAg Agricultural Fund is $0M (2012: $123M).
70
30 June 2013
$'000
30 June 2012
$'000
5,737
5,737
5,956
5,956
Sundry debtors
Insurance Receivable
Interest Receivable
2,644
282
52
2,978
320
335
953
1,608
8,715
7,564
Neither
past due
nor
impaired
30-60
days
$'000
2013
8,715
6,959
1,004
81
671
2012
7,564
7,160
29
11
364
The credit quality of financial assets that are neither past due nor impaired is disclosed in note 3.
(b) Fair value and credit risk
Due to the short term nature of these receivables and other financial assets, their carrying value is assumed to
approximate their fair value. The maximum exposure to credit risk is the fair value of receivables. Collateral is not
held as security, nor is it the Company's policy to transfer (on-sell) receivables to special purpose entities.
(c) Foreign exchange and interest
Detail regarding foreign exchange and interest rate risk exposure is disclosed in note 3.
71
30 June 2013
$'000
30 June 2012
$'000
11 INVENTORIES
Consumables
At cost
Provision for diminution in value
Commodities held for sale
At net realisable value
Provision for diminution in value
Feedlot - Commodities & Bulk
At cost
Provision for diminution in value
638
638
1,323
1,323
10,553
10,553
25,825
25,825
210
210
11,191
27,358
72
As at 30 June 2013
2012
2013
2013
2014
2014
Winter Summer Winter Summer Winter
Crops
Crops
Crops
Crops
Crops
2015
Crops
$'000
$'000
$'000
$'000
$'000
2,232
-
3,131
-
53
-
72
-
2,110
41,670
457
456
510
528
(4,342) (44,801)
-
$'000
Total
Crops
5,488
-
44,693
(49,143)
1,038
Current
510
528
1,038
Non current
510
528
1,038
5,766
12,179
2,115
2013 Winter crops mainly comprise wheat & chickpeas, while the 2014 summer crops are expected to be cotton and
sorghum.
Crops in ground at balance date are measured at their fair value less estimated point of sale costs. Immediately prior to
harvest the fair value is determined on an estimated yield per hectare basis at the commodity's quoted spot price in the
market place. At balance date if the crop is immature (i.e. it is too early to reliably predict yield), then fair value equates
to the costs incurred on the crop to balance date. The value is only brought to account when it can be reliably measured
and it's probable that the future economic benefits will be received by the Company.
Costs associated with crops in the ground at balance date on properties sold to TIAA-CREF have not been taken to
account as biological assets. Costs have been incurred as direct farm costs on behalf of the TIAA-CREF and will be
reimbursed upon settlement.
Cattle
At 1 July 2012
Increases due to new purchases
Change in fair value of livestock
Decrease due to Sales
At 30 June 2013
$'000
1,769
3,457
45
(5,271)
-
Livestock were mature so have been measured at their fair value less estimated point of sale costs.
There were no cattle at balance date.
Biological Asset Summary
Crops
Cattle
Total Biological Assets
1,038
1,038
44,693
Cattle
Total Biological Assets
45
44,738
73
2012
2012
2013
2013
Summer Winter Summer Winter
Crops
Crops
Crops
Crops
$'000
$'000
1,748
2,860
138
20
1,887
49,340
2,094
3,111
53
72
56,557
2,232
3,131
53
72
(55,835)
5,488
(3,635) (52,200)
-
$'000
$'000
Total
Crops
As at 30 June 2012
$'000
2014
Crops
$'000
4,766
Current
2,232
3,131
53
5,416
Non current
2,232
3,131
53
72
72
72
5,488
6,465
14,562
6,150
2012 Winter crops mainly comprised wheat & chickpeas, while the 2013 summer crops were cotton & sorghum.
During the year the primary crops harvested were 19,191t wheat, 6,704t sorghum, 102,026 bales cotton, and 612t
mungbeans.
Crops in ground at balance date are measured at their fair value less estimated point of sale costs. Immediately prior to
harvest the fair value is determined on an estimated yield per hectare basis at the commodity's quoted spot price in the
market place. At balance date if the crop is immature (i.e. it is too early to reliably predict yield), then fair value equates
to the costs incurred on the crop to balance date. The value is only brought to account when it can be reliably measured
and it's probable that the future economic benefits will be received by the Company.
Cattle
At 1 July 2011
Increases due to new purchases
Change in fair value of livestock
Decrease due to Sales
At 30 June 2012
$'000
1,571
5,203
45
(5,050)
1,769
Livestock were mature so have been measured at their fair value less estimated point of sale costs.
The number of cattle at balance date was 2,565.
Biological Asset Summary
Crops
Cattle
Total Biological Assets
Net operating income derived from biological assets
Crops
Cattle
Total Biological Assets
5,488
1,769
7,257
56,557
45
56,602
74
13
30 June 2013
30 June 2012
$'000
$'000
OTHER ASSETS
Deposits and incidentals paid
Prepayments
Prepaid Transaction costs relating to PrimeAg Agricultural Fund
(a)
318
315
633
160
228
1,371
1,759
(a) The PrimeAg Agricultural Fund has not been established due to the privatisation of the Company and as such all
costs associated with the establishment of the fund have been written off during the year.
14
106,504
164,197
5,883
(2,475)
3,408
5,971
(2,339)
3,632
7,880
(2,420)
5,460
9,081
(1,534)
7,547
120,267
(4,895)
115,372
179,249
(3,873)
175,376
75
30 June 2012
$'000
(a) Reconciliation of carrying amounts at the beginning and end of the year
Land, buildings and improvements
Balance at the beginning of the year net of accumulated depreciation
Additions
Disposals
Depreciation charge for the year
Net adjustment for flood damage
Adjustment for fair value movement
Balance at the end of the year - Net carrying amount
164,197
1,119
(36,531)
(871)
303
(21,713)
106,504
156,408
1,428
(70)
(897)
1,626
5,702
164,197
3,632
1,631
(1,024)
(780)
(51)
3,408
4,590
566
(725)
(799)
3,632
7,547
624
(1,115)
(912)
(684)
5,460
5,316
3,286
(256)
(799)
7,547
175,376
3,374
(38,670)
(2,563)
303
(22,448)
115,372
166,314
5,280
(1,051)
(2,495)
1,626
5,702
175,376
76
30 June 2012
$'000
89,939
25,433
115,372
49,478
125,898
175,376
The Properties included as held for sale are Milchengowrie, McIntyre Downs, Riverview, Mullala, Crooble
Aggregation, and Warra aggregation which settled on 31 July, 2013 and the Emerald aggregation which is due to
settle at the end of October, 2013. These assets are held at fair value less costs to sell.
(c) Revaluation of land and buildings and improvements
It is the Directors' intention to determine fair value by reference to periodic valuations undertaken by external
independent valuers on a rolling two (2) year basis less accumulated depreciation on buildings and less any
impairment losses recognised after the date of revaluation.
Properties sold to Global Ag Properties Australia Pty Ltd (which completed on 31 July 2013) and the Emerald
aggregation were categorised as assets held for sale (or current assets) in the balance sheet at 30 June 2013.
Independent valuations were undertaken for Lower Box/Dodds (Moree), Kurrajong Hills/Bunnor (Warialda),
Lakeland Downs (Condamine) and Emerald, as at June 2013. However, for these properties, Directors adopted
balance sheet values in line with the prices which PrimeAg has agreed (subject to conditions) for their sale or
transfer under the privatisation process. The adopted balance sheet values, which are generally below the
independent valuations, also incorporate estimated selling costs.
At 30 June 2012 the fair values of land, buildings and improvements were determined by reference to independent
valuations performed in May and June 2012. For properties not subject to independent valuation at May and June
2012 fair value was determined by Directors' valuation. For properties subject to a contract for sale as at 30 June
2012, fair value has been determined with reference to the contract value.
(d) Assets capitalised under finance leases
The carrying value of plant and equipment held under finance leases and hire purchase contracts at 30 June 2013
was $6.1M (2012 $7.5M). Additions during the year include $0.6M (2012 $3.3M ) of plant and equipment under
finance leases. Lease assets are pledged as security.
77
Property
Acquisition
date
Jul-08
Jun-08
Jan-08
May-08
Jun-08
Dec-07
Feb-08
Feb-08
Feb-08
Feb-08
Jul-09
Dec-07
Purchase
price
Transaction cost
at acquisition
Carrying Value
2013
2012
24,902
21,985
12,054
10,200
3,984
5,297
3,968
11,913
3,010
23,609
15,041
7,031
1,231
1,085
582
563
72
284
230
742
171
1,083
749
337
20,975
11,987
5,789
4,064
4,050
12,338
3,064
27,204
11,645
5,387
24,428
23,684
11,985
12,000
5,800
5,703
5,105
13,600
4,105
28,764
21,826
7,197
142,994
7,129
106,504
164,197
* the Inner Downs aggregation includes the properties St Ruth, The Prairie, Moonlight, Colonsay, Norotor, Pedlars Rd, Norwin Rd - these
properties are managed as one operation.
** the North Star aggregation includes the properties Ivanhoe, Wilga Warrina and Burradoo - these properties are managed as one operation.
*** the Crooble aggregation includes the properties Glenelg, Corinda, Woodridge, Kanimbla, Mallala and Fernbank - these properties are managed
as one operation.
**** the Brayland aggregation includes the properties Braylands, Lochiel and Parker - these properties are managed as one operation.
Acquisition date is latest date of acquisition of a property within an aggregation
78
30 June 2012
$'000
INTANGIBLE ASSETS
Trademarks
Cost (gross carrying amount)
Accumulated impairment
Net carrying amount
Water Rights Held for Operations
Cost (gross carrying amount)
Accumulated impairment
Net carrying amount
2
2
16,278
(2,994)
13,284
73,845
(17,108)
56,737
Total Intangibles
Cost (gross carrying amount)
Accumulated impairment
Net carrying amount
90,125
(20,102)
70,023
2
2
90,123
(7,030)
83,093
90,125
(7,030)
83,095
Intangible assets with indefinite useful lives are tested for impairment each reporting period either individually or
at the cash generating unit level. Such intangibles are not amortised. The useful life of an intangible asset with an
indefinite life is reviewed each reporting period to determine whether indefinite life assessment continues to be
supportable. At time of acquisition the Directors have assessed that cost equates to fair value.
(i)
Trademarks
Trademarks have been assessed as having an indefinite useful life.
(ii)
Water rights
Separable and tradeable water rights, which are included in intangible assets, provide the owner with an allocation
of irrigation water for as long as the rights are held. Separable and tradeable water rights are able to be legally
separated from properties and are able to be traded. Separable and tradeable water rights are recognised at cost less
impairment losses. The cost is not amortised as the water licences have indefinite useful lives.
Current year movement in impairment of water rights were as follows:
- Emerald hub $9.6M
- Goondiwindi hub $0.4M
- Moree hub $3.0M
- Gunnedah hub $0.1M
79
Property
Acquisition
date
Jan-08
Jun-08
Feb-08
Feb-08
Feb-08
Jun-09
Purchase
price
Transaction
cost at
acquisition
Carrying Value
2013
2012
Costs to
sell
Gain on
sale
Sale Price
16,421
10,692
7,876
8,296
10,404
33,682
793
193
51
55
36
1,624
16,947
10,755
6,842
6,442
10,315
18,720
17,214
10,885
7,927
8,351
10,440
28,276
267
130
125
314
5,141
-
22,356
10,885
6,842
6,442
10,440
19,034
87,371
2,752
70,021
83,093
836
5,141
75,999
* the Emerald Aggregation includes rights associated with the properties Brayland, Lochiel and Parker - these properties are managed as one operation.
(1). Properties subject to contract of sale. Valuation determined with reference to contract sale price.
(2). Properties subject to Scheme value. Valuation determined with reference to Scheme value
80
30 June 2012
$'000
83,095
(13,072)
70,023
88,885
(5,790)
83,095
DERIVATIVES
Current Assets
CBOT Wheat Swap
Forward commodity contracts - Wheat and Cotton
Current Liabilities
Forward commodity contracts - Cotton
67
67
30
81
DERIVATIVES (continued)
Trade payables
Other payables
Accrued expenses
30 June 2013
$'000
4,588
2,302
1,026
7,916
30 June 2012
$'000
6,819
2,065
1,187
10,071
29
29
2
2
7,945
10,073
82
30 June 2012
$'000
PROVISIONS
Current
Long service leave
Other (includes redundancy and retention)
Non Current
Long service leave
164
766
930
52
55
107
24
24
76
114
(26)
164
48
28
76
55
798
162
55
(50)
(112)
55
(87)
766
44
1,755
(525)
1,274
44
44
83
30 June 2012
$'000
Non-current
Obligations under finance lease contracts
3,806
1,954
3,806
1,954
1,735
1,735
5,081
5,081
(a) The carrying amount of the Company's current and non current finance leases approximate their fair value.
(b) The carrying amount of the assets pledged as security for current and non current interest bearing liabilities are:
Leased motor vehicles, plant and equipment
Total assets pledged as security
20
5,460
5,460
7,547
7,547
CONTRIBUTED EQUITY
Ordinary shares, issued and fully paid
Ordinary shares
Share issue costs
Tax effect of share issue costs
Return of capital to shareholders
426,164
(18,054)
5,068
(146,517)
266,661
426,164
(18,054)
5,068
413,178
Fully paid ordinary shares participate in dividends and the proceeds on winding up of the company in proportion
to the number of shares held.
No of Shares
2013
Movement in ordinary shares on issue
Opening Balance
Rights issue July 2011
At 30 June
266,394,444
266,394,444
2012
150,569,976
115,824,468
266,394,444
84
Year Ended
30 June 2012
$'000
(30,981)
4,991
2,563
30,504
2,495
3,234
1,089
6,219
(316)
38
63
(919)
27
87
(1,151)
16,167
1,284
5,316
(1,293)
2,029
(4,272)
27,196
248
(3,229)
(944)
2,419
(1,369)
(34)
640
7,709
134
134
1,720
3,268
4,988
85
30 June 2013
$'000
4,005
1,837
5,842
(301)
5,541
30 June 2012
$'000
2,365
5,503
7,868
(833)
7,035
1,085
1,085
138
138
609
1,877
2,486
Amounts disclosed as remuneration commitments include commitments arising from the service contracts of
Directors and executives, referred to in the Remuneration Report of the Directors Report, that are not recognised
as liabilities and are not included in the compensation of key management personnel.
86
Year Ended
30 June 2013
$ ' 000
Year Ended
30 June 2012
$ ' 000
Amounts received or due and receivable by Ernst & Young (Australia) for:
An audit or review of the financial report of the entity
Other services in relation to the entity:
Tax compliance services
Assurance related and due diligence services
155
157
75
55
285
157
87
CONSOLIDATED
Related party
Other
Purchases from transactions with
related parties
related parties
$000
$000
$000
June
2013
436
June
2012
1,279
Details relating to transactions with key management personnel and their related parties are disclosed in note 28 (e).
25 SHARE BASED PAYMENTS
(a) Recognised share-based payments
The expense recognised for employee services received during the year is
shown in the table below:
Year Ended
30 June 2013
Year Ended
30 June 2012
$'000
$'000
(316)
(316)
27
27
88
89
26 SUBSEQUENT EVENTS
On 1 July, 2013 the Company announced it had agreed the terms of a Scheme Implementation Agreement for the
sale of all the ordinary shares in PrimeAg to Australian Food & Fibre Limited by scheme of arrangement and has
executed a separate, inter-conditional Contract of Sale for the sale of Emerald to Cowal Agriculture Holdings Pty
Limited, as trustee for Cowal Agriculture Trust, an entity affiliated with Global Endowment Management. The
Proposal represents a combined purchase consideration of $76.0 million ($0.29 per share) for all of PrimeAg's
remaining assets and all the outstanding shares in PrimeAg.
On 31 July, 2013 the Company announced the completion of the sale of approximately 60% of its portfolio of land
and water entitlements to Global Ag Properties Australia Pty Ltd as trustee for Global Ag Properties Australia
Trust, a wholly owned subsidiary of TIAA-CREF Global Agriculture LLC ("TIAA-CREF"), as agreed and
announced to the ASX on 15 February 2013 ("TIAA-CREF Transaction").
TIAA-CREFF Transaction
Assets Held For
Sale 30 June
2013
(a)
$'000
Land
$78,293
Water
$38,017
Total
$116,310
Costs to Sell
(b)
$'000
$1,027
$522
$1,549
Gain on Sale
(c)
$'000
$5,141
$5,141
Sale Price
=(a)+(b)+(c)
$'000
$79,320
$43,680
$123,000
AASB 138 "Intangible assets" does not permit the revaluation of intangible assets where an active market does not
exist. These assets are carried at cost less impairment losses. At 30 June 2013 a gain in the value of water rights of
$5.1M was not taken to account.
The Company distributed $122.5 million ($0.46 per share) to PrimeAg Shareholders by capital return on 15 August
2013. The record date for determining entitlements to receive the return of capital was 7.00pm on 9 August 2013.
90
30 June 2012
$000
$000
5,927
3,725
(2,996)
2,202
(784)
2,147
5,927
316
289
(316)
27
Total Reserves
316
2,147
6,243
The Executive Performance Rights were cancelled during the privatisation process.
Nature and purpose of reserves
Asset revaluation reserve
The asset revaluation reserve is used to record increments in the fair value of land and buildings. The reserve can
only be used to pay dividends in limited circumstances.
Employee equity benefits reserve
The employee equity benefits reserve is used to record the value of share based payments provided to employees,
including key management personnel, as part of their remuneration. Refer to note 25 for further details of the
executive performance rights.
91
Appointed
R C Corbett AO
Chairman
12 October, 2007
D B Trebeck
Director
12 October, 2007
S A Williams
Director
12 October, 2007
S R Williams
Director
12 October, 2007
G J Hewitt
Director
26 September, 2011
P F Young AM
Director
26 September, 2011
P J Corish AM
MD and CEO
12 October, 2007
Appointed
S J Macansh
10 September, 2008
M Blakeney
5 September, 2011
Key Management Personnel appointed on 12 October 2007 to ACN 126 205 034 Ltd which was subsequently
acquired by PrimeAg.
(b) Compensation of Key Management Personnel
Year Ended
30 June 2013
Year Ended
30 June 2012
$'000
$'000
1,397
1,690
99
151
(316)
1,180
24
1,865
92
30 June 2013
Options
Exercised,
Lapsed or
Cancelled
Balance at
beginning
of year
Granted as
Remuneration
1,868,722
1,579,153
-
1,868,722
Total
Exercisable
Not
Exercisable
Directors
P J Corish AM
R C Corbett AO
D B Trebeck
S A Williams
S R Williams
G J Hewitt
P F Young AM
3,447,875
1,579,153
-
3,447,875
Rights comprise Executive Performance Rights and Promoters Rights which are described in note 25b.
Options
Exercised,
Lapsed or
Balance at
Cancelled end of period
30 June 2012
Balance at
beginning
of period
Granted as
Remuneration
Directors
P J Corish AM
R C Corbett AO
D B Trebeck
S A Williams
S R Williams
1,868,722
1,579,153
-
1,868,722
1,579,153
-
115,000
-
Total
115,000
3,562,875
Not
Exercisable
1,868,722
1,579,153
-
3,447,875
3,447,875
Total
93
30 June 2013
Directors
P J Corish AM
R C Corbett AO
D B Trebeck
S A Williams
S R Williams
G J Hewitt
P F Young AM
Balance at
beginning of
year
Granted as
Remuneration
Options
Exercised
Net Change
Other
Balance at
end of year
3,629,081
741,312
450,004
902,695
26,542
-
3,629,081
741,312
450,004
902,695
26,542
-
50,567
-
50,567
-
5,800,201
5,800,201
B Fargher
M Blakeney
Total
30 June 2012
Directors
P J Corish AM
R C Corbett AO
D B Trebeck
S A Williams
S R Williams
G J Hewitt
P F Young AM
Balance at
beginning of
period
Granted as
Remuneration
Options
Exercised
2,826,001
419,001
325,001
525,001
15,001
-
803,080
322,311
125,003
377,694
11,541
-
3,629,081
741,312
450,004
902,695
26,542
-
27,667
22,900
50,567
Other Executives
S J Macansh
B Fargher
M Blakeney
Total
4,137,672
1,662,529
5,800,201
All equity transactions with key management personnel other than those arising from the exercise of remuneration options
have been entered into under terms and conditions no more favourable than those the Company would have adopted if
dealing at arm's length.
94
All transactions are reviewed independently of the Director concerned to ensure they are in the best interests
of the company, are on commercial terms, and meet arms length criteria.
95
Corporate Information
ABN 66 127 984 123
Directors at the date of the report.
Roger Campbell Corbett AO (Chairman)
David Bruce Trebeck
Stephen Andrew Williams
Stephen Ray Williams
Geoffrey John Hewitt
Peter Francis Young AM
Chief Executive Officer
Peter James Corish AM
Company Secretary & Chief Financial Officer
Samantha Macansh
Registered Office
78 West Street
Toowoomba QLD 4350
Phone 61 7 4688 4588
Principal place of business
78 West Street
Toowoomba QLD 4350
Web: www.primeag.com.au
To contact PrimeAg - email: info@primeag.com.au.
The nature of the operations and principal activities of the Company are described in the Directors' Report.
Share Register
Link Market Services
Level 12, 680 George Street
Sydney, NSW 2000
Phone 61 2 8280 7111
PrimeAg Australia Limited is a company limited by shares incorporated in Australia on 12 October 2007, whose
securities were admitted to trading on the Australian Securities Exchange on 24 December 2007.
Solicitors
Kemp Strang
Level 16
55 Hunter Street
Sydney, NSW 2000
Bankers
ANZ Bank Limited
324 Queen Street
Brisbane, QLD 4000
Auditors
Ernst & Young
680 George Street
Sydney, NSW 2000
96
Directors' Declaration
In accordance with a resolution of the Directors of PrimeAg Australia Limited, I state that:
1. In the opinion of the Directors:
(a) the financial statements and notes of the company for the financial year ended 30 June 2013 are in accordance
(b) the financial statements and notes also comply with International Financial Reporting Standards as disclosed
in note 2 and
(c) there are reasonable grounds to believe that the company will be able to pay its debts as and when they
R C Corbett
Chairman
30 September, 2013
D Trebeck
Chairman, Audit Risk and Compliance Committee
30 September, 2013
97
Statement of Shareholdings
Additional information required by the Australian Securities Exchange and not shown elsewhere in this report is as
follows. The information is current as at 10 September 2013.
The total number of fully paid ordinary shares on issue is 266,394,444
(i) Ordinary share capital
266,394,444 fully paid ordinary shares are held by individual shareholders. All issued ordinary shares carry one
vote per share and carry the rights to dividends.
(a) Distribution of equity securities
The number of shareholders, by size of holding, in each class are:
Number of Holders
Range
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
Fully Paid
Restricted
Ordinary Shares Ordinary Shares
407
910
455
617
95
2,484
There are 435 shareholders who hold less than a marketable parcel.
(b) Substantial Shareholders
Fully Paid
Number
Percentage
Belfort Investments Limited
Australian Food and Fibre
GEM
UBS AG and its related bodies corporate
Regal
Select Asset Management
43,584,979
29,842,765
21,912,893
14,622,582
14,132,503
13,351,063
137,446,785
16.4%
11.2%
8.2%
5.5%
5.3%
5.0%
51.6%
98
Statement of Shareholdings
(c) Twenty largest holders of quoted equity securities
Ordinary shareholders
Fully Paid
Number
Percentage
33,997,245
12.76%
33,835,923
12.70%
23,256,616
8.73%
14,098,417
5.29%
13,614,950
5.11%
12,147,448
4.56%
12,100,290
4.54%
11,060,121
4.15%
10,283,546
3.86%
9,925,270
3.73%
7,861,253
2.95%
7,304,297
2.74%
5,783,362
2.17%
5,372,784
2.02%
4,776,925
1.79%
2,913,817
1.09%
2,600,000
0.98%
2,386,812
0.90%
2,000,000
0.75%
TASMAN SUPER PTY LTD ATF THE ROBINSON FAMILY SUPER FUND
1,454,421
0.55%
216,773,497
81.37%
99
Auditor's responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We have conducted
our audit in accordance with Australian Auditing Standards. Those standards require that we comply with
relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain
reasonable assurance whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the financial report. The procedures selected depend on the auditor's judgment, including the assessment
of the risks of material misstatement of the financial report, whether due to fraud or error. In making
those risk assessments, the auditor considers internal controls relevant to the entity's preparation of the
financial report that gives a true and fair view 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 entity's
internal controls. An audit also includes evaluating the appropriateness of accounting policies used and
the reasonableness of accounting estimates made by the directors, as well as evaluating the overall
presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion.
Independence
In conducting our audit we have complied with the independence requirements of the Corporations Act
2001. We have given to the directors of the company a written Auditors Independence Declaration, a
copy of which is included in the financial report.
100
Opinion
In our opinion:
a. the financial report of PrimeAg Australia Limited is in accordance with the Corporations Act
2001, including:
i
giving a true and fair view of the company's financial position as at 30 June 2013 and of its
performance for the year ended on that date; and
ii
complying with Australian Accounting Standards and the Corporations Regulations 2001.
b. the financial report also complies with International Financial Reporting Standards as described
in Note 2(c) .
Opinion
In our opinion, the Remuneration Report of PrimeAg Australia Limited for the year ended 30 June 2013
complies with section 300A of the Corporations Act 2001.
Graham Ezzy
Partner
Sydney
30 September 2013
101