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ABN: 66 127 984 123

ANNUAL REPORT
30 June 2013

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Contents to Annual Report

Directors Report

Remuneration Report

15

Corporate Governance Statement

23

Auditors Independence Declaration

29

Income Statement

30

Statement of Comprehensive Income

31

Statement of Financial Position

32

Statement of Cash Flows

33

Statement of Changes in Equity

34

Notes to the Financial Statements

35

Corporate Information

96

Directors Declaration

97

Statement of Shareholdings

98

Independent Audit Report

100

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

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.

Financial Year 2013 Review


It has been pleasing that the companys winter and summer crop production was close to forecast. The dryland
winter wheat crop produced 13,748 tonnes (FY2012 19,191t) at an average yield of 2.6 t/ha. Chickpeas were sown
opportunistically at Emerald with 972 tonnes produced at an above average yield of 2.3 t/ha.
Summer crop production of irrigated and dryland cotton was 87,679 bales (FY2012 102,000 bales). The dryland
planting area was restricted due to dry conditions at planting time at both Moree and Gunnedah, but yields were well
above average at most locations, including 8.3 bales/ha on the Inner Downs. Irrigated yields were variable, ranging
from 8.2 bales/ha to 12.4 bales/ha. At most locations they were at, or close to, forecast, but at Emerald and to a
lesser degree, Goondiwindi, cooler than average temperatures at the beginning of the season, and well above average
rainfall during harvest, reduced yields. Cotton ginning at all locations was completed in August, well ahead of the
previous season.
1

Based on the expected range of the Final Distribution as per announcement released on the ASX on 6 September 2013

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

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.

Board and Management


In the event that shareholder approval is obtained at the Scheme Meeting and EGM, this will be PrimeAg's final
annual report as a listed company. The current board of directors will resign on the day that the Scheme is
implemented (currently expected to be 4 November 2013).
The board would like to express its gratitude to PrimeAgs small but committed workforce for their efforts during
the year, especially in light of the privatisation process, and the additional effort and commitment that has been
displayed by all PrimeAg employees.
As Chairman, I would also like to take the opportunity to thank the board of directors and management for their
commitment and service during the year and over the course of their tenures.
In its six years of operations, PrimeAg has not achieved its targeted operating returns and vision, largely due to
external factors. If shareholders at the EGM and Scheme Meeting to be held on 4 October 2013 approve all
resolutions, then shareholders will have received a return of approximately $380 - $386 million (which represents
approximately $1.43 $1.45 per share), since October 2012. I would like, on behalf of my fellow board members,
to express my appreciation to our shareholders, for their confidence, support and patience over the past six years.

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Directors Report

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS AND SIGNIFICANT EVENTS


AFTER BALANCE DATE
Revised Property Valuations
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.

The privatisation process


In October 2012, PrimeAg returned $40.0 million to shareholders (representing $0.15 per share), being the proceeds
from the sale of the Inner Downs (Queensland) and North Star (NSW) property aggregations that completed on 27
July 2012.
On 15 February 2013, PrimeAg announced the sale of approximately 60% of its remaining 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 Transaction"). The TIAA-CREF
Transaction completed on 31 July 2013 and the bulk of the proceeds, approximately 46 cents per share, were
returned to PrimeAg shareholders on 15 August 2013.
On 30 April 2013, PrimeAg distributed 40 cents per share to PrimeAg shareholders, comprising excess cash held by
the company (most of it the proceeds of the entitlement offer capital raising in August 2011), less an amount
required for prudent working capital purposes.
PrimeAg announced that it had entered into agreements for the Emerald Transaction and the Scheme on 1 July 2013.
The Emerald Transaction, Scheme and associated capital distributions are subject to approval by PrimeAg
shareholders at a Scheme meeting ("Scheme Meeting") and an extraordinary general meeting ("EGM") to be held on
4 October 2013. PrimeAg released notices of meeting and an explanatory memorandum ("Explanatory
Memorandum") in respect of the Scheme Meeting and EGM on 28 August 2013 and sent copies to all shareholders
the following week.
If the requisite approvals are received from PrimeAg shareholders, and the Emerald Transaction and Scheme
complete, PrimeAg shareholders will receive $0.1693 per share as consideration for the Scheme ("Scheme
Consideration") and PrimeAg will pay out $0.1159 as a capital distribution, being the proceeds of the Emerald
Transaction ("Emerald Distribution") and will also pay out a further capital distribution representing all the excess
cash held on the balance sheet in advance of the implementation of the Scheme ("Final Distribution"). The amount
of the Final Distribution is expected to be $35.0 $41.0 million, which represents approximately $0.13 $0.15 per
share. However, the amount of the Final Distribution may be higher or lower than the expected range and will still
depend on the outcome of a number of factors, which are explained in further detail in section 5 of the Explanatory
Memorandum.

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL 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

Capital return of excess cash/entitlement offer

Apr 2013

$106.6m

$0.40

Capital return in relation to the proceeds from the Global Ag Properties


Australia Pty Ltd transaction

Aug 2013

$122.5m

$0.46

$269.1m

$1.01

Completed distributions

Sub-total for completed distributions (A)


Expected proceeds / distributions relating to the Proposed
Transactions
Emerald Distribution

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

Total expected proceeds/distributions yet to be received (B)


Total expected proceeds/distributions including those completed (A + B)

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.

Implied value for 100% of the PrimeAg shares


the amount of the Final Distribution may be higher or lower than the expected range and will depend on the outcome of a number of factors,
which are explained in further detail in section 5 of the Explanatory Memorandum.

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Directors Report

ENVIRONMENTAL REGULATION AND PERFORMANCE


Several aspects of the companys farming operations are subject to licensing and environmentally related
requirements under Commonwealth, State or local government regulations. The companys irrigation operations are
also conducted under water allocation and licensing regimes established through State and Commonwealth
legislation.
Directors are not aware of any breaches of license or regulatory conditions, and to the best of their knowledge, all
PrimeAgs activities have been conducted in accordance with environmental regulations.

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).

INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS


The company has entered into agreements to indemnify the Directors and Officers of the company (under Directors
and Officers Liability and Company Reimbursement, and Prospectus Liability insurance arrangements, the costs of
which are borne by the company) up to specified limits against liabilities for damages and legal costs incurred in
defending a civil action brought against them arising from their conduct while acting in the capacity of a Director or
Officer within the company.
The Directors and Officers may not be indemnified by the entity for claims made by reason of any wrongful act
committed by them in their capacity as a Director or Officer.
Full particulars are not disclosed as required by the contract of insurance.
As at the date of this report, no actions have been launched against the company or any of its directors or officers.

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

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

Qualifications, experience and special responsibilities


Roger Campbell Corbett AO

Chairman (Appointed 1 August, 2011)


Appointed to the Board on 12 October 2007
Member - Audit Risk and Compliance Committee
Member - Remuneration and Nominations Committee

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.

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Directors Report
David Bruce Trebeck

Non-executive Director. Appointed 12 October 2007.


Chairman - Audit Risk and Compliance Committee
(Appointed 15th August 2011)
Member - Remuneration and Nominations Committee
Member - Workplace Health and Safety Committee

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.

Stephen Andrew Williams

Non executive Director. Appointed 12 October 2007.


Member - Audit Risk and Compliance Committee
Chairman - Workplace Health and Safety Committee
(Appointed 15 August 2011)

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.

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Directors Report
Stephen Ray Williams

Non executive Director. Appointed 12 October 2007.


Chairman - Remuneration and Nominations Committee

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 James Corish AM

Managing Director and CEO. Appointed 12 October 2007.


Executive Chairman. (Resigned 1August, 2011)
Member - Workplace Health and Safety Committee
(Resigned as Chairman 15 August, 2011)

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.

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PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Directors Report
Geoffrey John Hewitt

Non executive Director.

Appointed 26 September, 2011

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 Francis Young AM

Non executive Director.

Appointed 26 September, 2011

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,

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PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

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

Lower Box and Dodds

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.

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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

Number of meetings held:

27

Remuneration
and Nominations
Committee
2
1

Number of meetings attended:


R C Corbett
P J Corish
D B Trebeck
S A Williams
S R Williams
G J Hewitt
P F Young

27
27
25
23
24
24
22

4
4
4
-

2
2
2
-

Audit, Risk and


Compliance
Committee

Directors'
meetings

1
1
1
-

All directors were eligible to attend all meetings

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.

Audit, Risk and


Compliance
D B Trebeck ( C )
S A Williams
R C Corbett

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

( C ) Designates the chairman of the committee.

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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.

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PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

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.

Short Term Incentive and Long Term incentive


If Mr. Corish is employed by the Company at the end of each Financial Year a calculation will be made of the actual
amount of STI Award and LTI Award.
In respect of the Financial Year ended 30 June 2013, Mr. Corish shall be entitled to an STI Award calculated with
reference to the relevant percentage amount shown in Column 2 of the STI Award table which relates to the
EBITDA return of the Company in Column 1 of the STI Award table multiplied by the Incentive Amount which is
equal to one third of the Total Remuneration Package. Payment of the award is to be made by the Payment Date
noted as the 30 September in the Financial Year immediately following and not before completion of the Financial
Statements and the certification of the Financial Statements by the Auditor or such other date as notified to Mr.
Corish.
STI Award table
Column 1

Column 2

EBITDA Return (%)

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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Directors' Report
Remuneration Report (Audited) (continued)
Table 1 - Remuneration for the year ended 30 June 2013
Short Term

Salary & Fees


$
Non-executive directors
R C Corbett (Chairman)
D B Trebeck
S A Williams
S R Williams
G J Hewitt
P F Young
Sub-total non-executive directors
Executive directors and senior management
P J Corish (Managing Director and Chief
Executive Officer)
S Macansh (Company Secretary & Chief
Financial Officer )
M Blakeney
B Fargher 1
J D Stewart (Chief Executive Officer) 2
Sub-total executive
Totals

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

** Cash Bonus - A performance based payment


*** Non-monetary benefits include amounts subject to Fringe Benefits Tax, including the provision of vehicles.
**** Share based payments - The target objectives must be achieved for the share based payments to be redeemable under the senior executive performance rights plan.
The senior executive performance rights were forfeited on 28 June 2013 when the Scheme Implementation Agreement was announced. As a result of the forfeiture, the cumulative share based payment expense of $316,458 was reversed in the
Income Statement. This adjustment has no cash flow impact to Mr Corish and Mr Stewart.
1
2

Resigned 5 February 2013


Resigned 1 August 2011

19

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Directors' Report
Table 2 - Remuneration for the year ended 30 June 2012
Short Term

Salary & Fees


$

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

Executive directors and senior management


P J Corish (Managing Director and Chief
S Macansh (Company Secretary & Chief
M Blakeney 4
B Fargher 5

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

J D Stewart (Chief Executive Officer) 6


Sub-total executive

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

** Cash Bonus - A performance based payment


*** Non-monetary benefits include amounts subject to Fringe Benefits Tax, including the provision of vehicles.
**** Share based payments - The target objectives must be achieved for the share based payments to be redeemable under the senior executive performance rights plan.

20

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

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

Assurance related and due diligence services

54,590
129,438

Signed in accordance with a resolution of the Directors.

R C Corbett AO
Chairman

30 September 2013

22

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Corporate Governance Statement


The Corporate Governance practices adopted by the Board of PrimeAg Australia Limited (PrimeAg), and applied in
the operations of the entity, are generally consistent with the Corporate Governance Principles published by the
ASX Corporate Governance Council (the ASX) in November 2007 (2nd edition with 2010 Amendments). PrimeAg
Australia Limiteds practices, with few exceptions, reflect the Recommendations issued by ASX in association with
the Principles. Comments on these exceptions are included in the following statement.
This statement on Corporate Governance within PrimeAg, required under Listing Rule 4.10.3, is presented by
reference to the eight (8) principles and associated recommendations published by ASX.
PrimeAg Australia Limiteds corporate governance practices were in place throughout the year ended 30 June 2013,
except to the extent as may be noted in this statement.
A number of the ASX recommendations referred to in this statement include recommendations concerning
disclosure of policies and other material. This material, such as the PrimeAg Australia Limited Corporate
Governance Guidelines, can be accessed at the Corporate Governance section on the PrimeAg web site
www.primeag.com.au.
Principle 1 - Lay solid foundation for management and oversight
Establish and disclose the respective roles and responsibilities of board and management.
Recommendation 1.1 Establish and disclose the functions reserved to the board and those delegated to senior
executives.
The board has developed a formal corporate governance model which incorporates, in addition to other matters:
-

the role and responsibilities of the board, and of individual Directors


specification of functions reserved for the board and those delegated to senior management

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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Corporate Governance Statement


Principle 2 - Structure the board to add value. Have a board of an effective composition, size and
commitment to adequately discharge its responsibilities and duties.
Recommendation 2.1 A majority of the board should be independent directors.
The PrimeAg Board is comprised of seven (7) directors, the names and details of whom are set out in the Directors
Report in this Annual Report.
At the date of this report, the majority of the board (Six (6) Directors) is independent these Directors being Mr.
Corbett, Mr. S A Williams, Mr. Trebeck, Mr. Hewitt, Mr. Young and Mr. S R Williams. Directors have
acknowledged the relationship of Director, Mr. S A Williams to Saltbush Capital Markets, an advisor to the
Company, and determined that his independence has not been impacted by this relationship. Mr. S A Williams has
consistently disclosed this relationship and has abstained from all decisions regarding Saltbush Capital Markets.
Recommendation 2.2
Recommendation 2.3

The Chair should be an independent director.


The roles of Chair and Chief Executive Officer should not be exercised by the same
individual.

PrimeAg at the 30th June 2013 complies with these recommendations.

Recommendation 2.4 The Board should establish a Nomination Committee.


The Company has established a Remuneration and Nominations Committee which is constituted of three (3) nonexecutive Directors, the names of whom are set out in the Directors Report in this Annual Report. The record of
meetings held and the attendance of each member is also set out in the Directors Report. The Committee operates to
defined Terms of Reference which include, functions and processes dealing with identification of candidates suitable
for consideration as Board appointees. Appointment functions are reserved to the Board.
Recommendation 2.5 Process for evaluating the performance of the Board, its Committees and individual Directors.
The Board has established processes for evaluating its performance, and the performance of the three (3) Board
Committees, and of individual Directors.
Whilst identifying and acting on performance improvement opportunities is an ongoing process, a structured
performance review is undertaken annually. The Board, Board Committees and individual Directors undertook
performance evaluations during the reporting period.
The board has established a procedure for Directors to obtain independent professional advice on matters relevant to
Company affairs, at the expense of the Company.

24

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Corporate Governance Statement


Principle 3 - Promote ethical and responsible decision making.
Recommendation 3.1 Establish (and disclose) a Code of Conduct as to:
(a) the practices necessary to maintain confidence in the Companys integrity
(b) the practices necessary to take into account the Companys legal obligations and the reasonable expectations of
stakeholders
(c) the responsibility and accountability of individuals for reporting and investigating reports of unethical
practices.
The Board has adopted a Code of Ethics and Values which reflects the underlying cultural and ethical standards, and
embraces many of the specific elements set out in Box 3.1 of the Principles and Recommendations.
The Board supports the requirement for the Companys affairs at board, management and operational levels to be
conducted to the highest ethical and behavioral standards.
Recommendation 3.2 Establish a Policy concerning diversity and disclose the policy.
Recommendation 3.3 Disclose the measurable objectives for achieving gender diversity and progress in achieving
them.
Recommendation 3.4 Disclose the proportion of women employees in the whole organisation, women in senior
executive positions and women on the board.
The Board has adopted a Diversity Policy and can be accessed at the Corporate Governance section on the PrimeAg
web site www.primeag.com.au.
The Company recognises the benefits arising from employee and Board diversity, including a broader pool of high
quality employees, improving employee retention, accessing different perspectives and ideas and benefiting from all
available talent. Diversity includes, but is not limited to gender, age, ethnicity and cultural background.
The measurable objectives established by the Board during the period were:
Aim to increase the percentage of women in senior management positions as vacancies arise, subject to
identification of candidates with appropriate skills;
Establish a merit-based environment in the workplace;
Build and maintain a safe work environment free from discrimination, harassment and bullying;
The Remuneration and Nomination Committee of the board will continue to implement initiatives to promote and
monitor diversity across the organisation.
At the present time there are no female Directors on the PrimeAg board, there is one female senior executive and
women make up 15% of the full time workforce.

25

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Corporate Governance Statement


Principle 4 - Safeguard integrity in financial reporting.
Have a structure to independently verify and safeguard the integrity of the companys financial reporting.
Recommendation 4.1 Establish an Audit Committee.
Recommendation 4.2 Structure the Audit Committee so that it:
- consists only of non-executive directors
- consists of a majority of independent directors
- is chaired by an independent Chair, who is not chair of the board
- has at least three members.
Recommendation 4.3 The Audit Committee should have a formal operating charter.
The Board has established an Audit Risk and Compliance Committee which operates under defined Terms of
Reference.
The Committee is comprised of three (3) independent Directors and is chaired by an independent Director, the
names of whom are set out in the Directors Report in this Annual Report. The record of meetings held and the
attendance of each member is also set out in the Directors Report.
The Chief Executive Officer, Chief Financial Officer / Company Secretary, and engagement partner of the
Companys external auditor may participate in meetings of the Committee, at the invitation of the chair of the
Committee.
Principle 5 - Make timely and balanced disclosure
Provide timely and balanced disclosure of all matters concerning the company.
Recommendation 5.1 Establish written policies and procedures designed to ensure compliance with ASX Listing
Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance.
Directors and management are fully informed of, and alert to disclosure requirements of the ASX Listing Rules.
The Board has adopted a Market Disclosure and Communications Policy and associated compliance processes
which address the Companys ASX disclosure obligations.
The issue of continuous disclosure is considered as a specific agenda item at each board meeting and procedures
established to address disclosure requirements which may arise between scheduled meetings.

26

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Corporate Governance Statement


Principle 6 - Respect the rights of shareholders.
Respect the rights of shareholders and facilitate the effective exercise of those rights.
Recommendation 6.1 Design and disclose a communications strategy to promote effective communications with
shareholders and encourage effective participation at general meetings.
The Companys website contains comprehensive information about the Companys business model, and all publicly
released information is made available on the website, including material used in briefings with major investors and
analysts, co-incident with release of that information to the ASX.
The Company is conscious of the need to present information to shareholder meetings in a user-friendly form, and
considers guidelines issued by the ASX Corporate Governance Council in the development of meeting support
material.
Principle 7 - Recognise and manage risk.
Establish a sound system of risk oversight and management and internal control.
Recommendation 7.1 Establish and disclose policies for oversight and management of material business risks.
The Audit, Risk and Compliance Committee operates under Terms of Reference which set out the Committees role
in oversight of the adequacy of the Companys processes for identification and evaluation of business risks, and the
effectiveness of risk mitigation and risk management strategies.
Additionally, functions assigned to the Work Health, Safety and Environment Committee includes oversight of risk
management processes in the safety, occupational health and environment facets of the Companys operations.
The Board monitors financial, operational and safety, health and environmental performance through a formalised
monthly reporting regime, and initiates corrective actions where appropriate. Business strategy is subject to
continuous assessment, and business development and capital investment opportunities are subject to comprehensive
evaluation and assessment of associated risk.
These processes, in association with arrangements which support Directors maintaining knowledge and
understanding of the business of the Company and the operating environment, facilitate continuous assessment of
the key business risks and initiation of appropriate responses.
Recommendation 7.2 Require management to design and implement a risk management and internal control system
to manage the Companys material business risks and report to the Board whether those risks are being managed
effectively. The Board should disclose that management has reported to it as to the effectiveness of the Companys
management of its material business risks.
The Company has completed a comprehensive and structured risk assessment study and regularly reviews risk
management strategies across a range of potential exposures. The Board is satisfied that all material business risks
have been identified and that appropriate risk management arrangements are in place and operate effectively.

27

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Corporate Governance Statement


Recommendation 7.3 Disclose whether the Board has received assurance from the Chief Executive Officer and
Chief Financial Officer that the declaration provided in accordance with s295A of the Corporations Act is founded
on a sound system of risk management and internal control and that the system is operating effectively in all
material respects in relation to financial reporting risks.
The Board has received the appropriate assurance in respect of the period ended 30 June 2013.
Principle 8 - Remunerate fairly and responsibly. Ensure that the level and composition of remuneration is
sufficient and reasonable and that its relationship to performance is clear.
Recommendation 8.1 The Board should establish a Remuneration Committee.
Recommendation 8.2 Structure the Remuneration Committee so that it:
-

consists of a majority of independent directors


is chaired by an independent Chair
has at least three members.

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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Ernst & Young


680 George Street
Sydney NSW 2000 Australia
GPO Box 2646 Sydney NSW 2001

Tel: +61 2 9248 5555


Fax: +61 2 9248 5959
ey.com/au

Auditors Independence Declaration to the Directors of PrimeAg


Australia Limited
In relation to our audit of the financial report of PrimeAg Australia Limited for the financial year ended 30
June 2013, to the best of my knowledge and belief, there have been no contraventions of the auditor
independence requirements of the Corporations Act 2001 or any applicable code of professional conduct.

Ernst & Young

Graham Ezzy
Partner
30 September 2013

A member firm of Ernst & Young Global Limited


Liability limited by a scheme approved under Professional Standards Legislation

29

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

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

Employee benefits expense


Depreciation and amortisation expense
Farming costs
Property related costs
Flood Damage
Administrative and other expenses
Finance costs

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)

Profit/(Loss) from farming operations before income tax


Fair value movement on land, buildings and improvements
and water rights

5(e)

Profit/(Loss) from continuing operations before income tax


Income tax expense

6(a)

Net Profit/(Loss) for the year after tax

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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Statement of Comprehensive Income


For the year ended 30 June 2013

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

Items that will not be reclassified subsequently to the Profit


and Loss
Fair Value revaluation of land, buildings and improvements
Income Tax on items of other comprehensive income
Fair Value movements arising on revaluation of land, buildings
and improvements (net of tax)

1,284

(944)

(2,996)

2,202

(33,977)

7,193

Equity holders of the parent entity

(33,977)

7,193

Total Comprehensive Income for the Period

(33,977)

7,193

Total Comprehensive Income for the Period


Attributable to:

31

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Statement of Financial Position


For the year ended 30 June 2013
Notes
ASSETS
Current Assets
Cash and cash equivalents
Trade and other receivables
Inventories
Biological assets
Derivatives
Other assets
Property, plant and equipment held for sale
Intangible assets held for sale
Total Current Assets
Non-current Assets
Available-for-sale financial assets
Property, plant and equipment
Intangible assets
Deferred tax assets
Total Non-current Assets
TOTAL ASSETS
LIABILITIES
Current Liabilities
Trade and other payables
Provisions
Income Tax Payable
Derivatives
Interest-bearing loans and borrowings
Total Current Liabilities
Non-current Liabilities
Provisions
Interest-bearing loans and borrowings
Deferred tax liabilities
Total Non-current Liabilities
TOTAL LIABILITIES

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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Statement of Cash Flows


For the year ended 30 June 2013

Notes

Cash flows from operating activities


Receipts from customers
Receipts from Insurance Proceeds
Payments to suppliers and employees
Interest received
Interest paid
Income Tax paid
Net cash flows used in operating activities
Cash flows from investing activities
Purchase of property, plant and equipment
Proceeds from sale of property, plant and equipment
Net cash flows used in investing activities
Cash flows from financing activities
Proceeds from issues of ordinary shares
Return of capital to shareholders
Dividends Paid
Repayment of finance lease principal
Net cash flows used in financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year

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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Statement of Changes in Equity


For the year ended 30 June 2013
Attributable to
equity holders

As at 30 June 2013

At 1 July 2012

Contributed
equity
$'000

Retained
earnings
$'000

413,178

Profit for the year

Asset revaluation of land, buildings and improvements

Total Comprehensive Income for the Period

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)

Transactions with owners in their capacity as


owners:
Return of Share Capital
Cost of share-based payments
At 30 June 2013

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

Profit for the year

4,991

4,991

Asset revaluation of land, buildings and improvements

2,202

2,202

Total Comprehensive Income for the Period

4,991

2,202

7,193

122,120

122,120

Transactions with owners in their capacity as


owners:
Issue of share capital under Employee Share Plan
Payment of Dividend

Cost of share-based payments

27

27

413,178

1,265

6,243

420,686

At 30 June 2012

(2,664)

(2,664)

34

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements


For the year ended 30 June 2013
1

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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of preparation


The financial report is a general-purpose financial report, which has been prepared in accordance with the
requirements of the Corporations Act 2001, Australian Accounting Standards and other authoritative
pronouncements of the Australian Accounting Standards Board. The financial report has also been prepared
on a historical cost basis, except for biological assets, land and buildings, and derivative financial instruments,
which have been measured at fair value.
The financial report is presented in Australian dollars and all values are rounded to the nearest thousand
dollars ($'000) unless otherwise stated under the option available to the Company under ASIC Class Order
98/0100. The Company is an entity to which the class order applies.
(b) Going concern
The financial report has been prepared on a going concern basis which contemplated the continuity of normal
business activities and the realisation of assets and discharge of liabilities in the ordinary course of the
business.
(c) Statement of compliance
The financial report complies with Australian Accounting Standards as issued by the Australian Accounting
Standards Board and International Financial Reporting Standards (IFRS) as issued by the International
Accounting Standards Board.
(d) New accounting standards and interpretations
i.

Changes in accounting policy and disclosures


The accounting policies adopted are consistent with those of the previous financial year except as follows.
The Company has adopted the following new and amended Australian Accounting Standards and AASB
intepretations as of 1 July 2012. When the adoption of the standards or intepretations is deemed to have an
impact on the financial statements or performance of the company, its impact is described below.
AASB 2013-2 Amendments to AASB 1038 - Regulatory Capital
This Standard makes amendments to AASB 1038 Life Insurance Contracts as a consequence of changes to the
Australian Prudential Regulation Authoritys reporting requirements relating to life insurers, particularly
Prudential Standard LPS 110 Capital Adequacy, applicable from 1 January 2013. Primarily the amendments
align terminology by changing references to solvency in AASB 1038 to capital. A related explanatory
paragraph is also removed. The Company does not have any life insurance contracts and is not impacted by
the amendment.

35

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements


For the year ended 30 June 2013
2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(d) New accounting standards and interpretations


i.

Changes in accounting policy and disclosures (continued)


AASB 2010-8 Amendments to Australian Accounting Standards - Deferred Tax: Recovery of Underlying
Assets
These amendments address the determination of deferred tax on investment property measured at fair value
and introduce a rebuttable presumption that deferred tax on investment property measured at fair value should
be determined on the basis that the carrying amount will be recoverable through sale. The amendments also
incorporate SIC-21 Income Taxes - Recovery of Revalued Non-Depreciable Assets into AASB 112. The
Company does not hold investment property and is not impacted by these changes.
AASB 2011-3 Amendments to Australian Accounting Standards - Orderly Adoption of Changes to the ABS
GFS Manual and Related Amendments
This standard makes amendments including clarifying the definition of the ABS GFS Manual, facilitating the
orderly adoption of changes to the ABS GFS Manual and related disclosures to AASB 1049. This change is
applicable to not-for-profit/public sector entities and does not impact the Company.
AASB 2012-8 Amendments to Australian Accounting Standards - Orderly Adoption of Changes to the ABS
GFS Manual and Related Amendments
This standard amends AASB 1049 to provide a further two-year period of transitional relief (from 30 June
2013 to 30 June 2015) from the requirement to adopt Chapter 2 Amendments to Defence Weapons Platforms
of the ABS publication Amendments to Australian System of Government Finance Statistics, 2005 (ABS
Catalogue No. 5514.0). This change is applicable to not-for-profit/public sector entities and does not impact
the Company.
AASB 2011-9 Amendments to Australian Accounting Standards -Presentation of Other Comprehensive
Income
This standard requires entities to group items presented in other comprehensive income on the basis of
whether they might be reclassified subsequently to profit or loss and those that will not. The Company
complies with these changes.

36

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

ii.

Accounting standards and interpretations issued but not effective


Certain Australian Accounting Standards have recently been issued or amended but are not yet effective and have
not been adopted by the Company for the annual reporting period ended 30 June 2013. These are outlined below.
Reference

AASB 10

Title

Summary

Application Impact on Company Application date


for Company
Date of
Financial Report
Standard
Consolidated
1 July 2013
AASB 10 establishes a 1 January 2013 The Company is not
Financial
new control model that
a controlled entity,
Statements
and does not have
applies to all entities. It
control of any other
replaces parts of AASB
127 Consolidated and
entities. The
Separate Financial
Company does not
Statements dealing with
expect to be impacted
by this standard.
the accounting for
consolidated financial
statements and UIG-112
Consolidation - Special
Purpose Entities.
The new control model
broadens the situations
when an entity is
considered to be
controlled by another
entity and includes new
guidance for applying the
model to specific
situations, including
when acting as a manager
may give control, the
impact of potential voting
rights and when holding
less than a majority
voting rights may give
control.
Consequential
amendments were also
made to this and other
standards via AASB
2011-7 and AASB 201210.

37

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


Reference

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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


Reference

Title

Summary

AASB 12

Disclosure of
Interests in
Other Entities

AASB 12 includes all


disclosures relating to an
entity's interests in
subsidiaries, joint
arrangements, associates and
structured entities. New
disclosures have been
introduced about the
judgments made by
management to determine
whether control exists, and to
require summarised
information about joint
arrangements, associates,
structured entities and
subsidiaries with noncontrolling interests.

AASB 13

Fair Value
Measurement

AASB 13 establishes a single


source of guidance for
determining the fair value of
assets and liabilities. AASB
13 does not change when an
entity is required to use fair
value, but rather, provides
guidance on how to determine
fair value when fair value is
required or permitted.
Application of this definition
may result in different fair
values being determined for
the relevant assets.
AASB 13 also expands the
disclosure requirements for all
assets or liabilities carried at
fair value. This includes
information about the
assumptions made and the
qualitative impact of those
assumptions on the fair value
determined.
Consequential amendments
were also made to other
standards via AASB 2011-8.

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.

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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


Reference

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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


Reference

Title

AASB 2012- Amendments to


2
Australian
Accounting
Standards Disclosures Offsetting
Financial
Assets and
Financial
Liabilities

Summary

AASB 2012-2 principally


amends AASB 7 Financial
Instruments: Disclosures to
require disclosure of the effect
or potential effect of netting
arrangements. This includes
rights of set-off associated
with the entity's recognised
financial assets and liabilities
on the entity's financial
position, when the offsetting
criteria of AASB 132 are not
all met.

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

AASB 2012-5 makes


AASB 2012- Amendments to
Australian
amendments resulting from
5
Accounting
the 2009-2011 Annual
Standards
Improvements Cycle. The
arising from standard addresses a range of
Annual
improvements, including the
following:
Improvements
Repeat application of
2009-2011
AASB 1 is permitted (AASB
Cycle
1)
Clarification of the
comparative information
requirements when an entity
provides a third balance sheet
(AASB 101 Presentation of
Financial Statements).

1 January
2013

The company has


assessed the impact
of these changes and
determined there will
be no material
impact on these
accounts as a result.

1 July 2013

AASB 2012- Amendment to AASB 2012-9 amends AASB


9
AASB 1048
1048 Interpretation of
arising from the Standards to evidence the
withdrawal of
withdrawal of Australian
Australian
Interpretation 1039
Interpretation
Substantive Enactment of
Major Tax Bills in Australia.
1039

1 January
2013

The company has


assessed the impact
of these changes and
determined there will
be no material
impact on these
accounts as a result.

1 July 2013

41

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


Reference

Title

AASB 2011- Amendments to


Australian
4
Accounting
Standards to
Remove
Individual Key
Management
Personnel
Disclosure
Requirements
[AASB 124]

Summary

This amendment deletes from


AASB 124 individual key
management personnel
disclosure requirements for
disclosing entities that are not
companies. It also removes the
individual KMP disclosure
requirements for all disclosing
entities in relation to equity
holdings, loans and other
related party transactions.

AASB 1053 Application of This standard establishes a


differential financial reporting
Tiers of
framework consisting of two
Australian
Accounting tiers of reporting requirements
for preparing general purpose
Standards
financial statements:
(a) Tier 1: Australian
Accounting Standards
(b) Tier 2: Australian
Accounting Standards Reduced Disclosure
Requirements
Tier 2 comprises the
recognition, measurement and
presentation requirements of
Tier 1 and substantially
reduced disclosures
corresponding to those
requirements.
The following entities apply
Tier 1 requirements in
preparing general purpose
financial statements:
(a) For-profit entities in the
private sector that have public
accountability (as defined in
this standard)

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.

The Company will


be required to apply
Tier 1 Australian
Accounting
standards as per
current requirements.

Application
date for
Company
1 July 2013

1 July 2013

42

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


Reference

Title

AASB 1053 Application of


(cont)
Tiers of
Australian
Accounting
Standards
(cont)

Summary

Application
Date of
Standard

Impact on Company
Financial Report

Application
date for
Company

(b) The Australian


Government and State,
Territory and Local
governments
The following entities apply
either Tier 2 or Tier 1
requirements in preparing
general purpose financial
statements:
(a) For-profit private sector
entities that do not have public
accountability
(b) All not-for-profit private
sector entities
(c) Public sector entities other
than the Australian
Government and State,
Territory and Local
governments.
Consequential amendments to
other standards to implement
the regime were introduced by
AASB 2010-2, 2011-2, 20116, 2011-11, 2012-1, 2012-7
and 2012-11.

43

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


Reference

Title

Summary

Application Impact on Company


Date of
Financial Report
Standard
AASB 2012-3 adds
1 January
The company has
AASB 2012- Amendments to
Australian
application guidance to AASB
2014
assessed the impact
3
Accounting
132 Financial Instruments:
of these changes and
Standards Presentation to address
determined there will
Offsetting
inconsistencies identified in
be no material
Financial
applying some of the
impact on these
Assets and
offsetting criteria of AASB
accounts as a result.
Financial
132, including clarifying the
Liabilities
meaning of "currently has a
legally enforceable right of setoff" and that some gross
settlement systems may be
considered equivalent to net
settlement.

Application
date for
Company
1 July 2014

Interpretatio
n 21

Levies

This Interpretation confirms


that a liability to pay a levy is
only recognised when the
activity that triggers the
payment occurs. Applying the
going concern assumption
does not create a constructive
obligation.

1 January
2014

The company has


assessed the impact
of these changes and
determined there will
be no material
impact on these
accounts as a result.

1 July 2014

AASB 1055

Budgetary
Reporting

This standard specifies


budgetary disclosure
requirements for the whole of
government, General
Government Sector (GGS)
and not-for-profit entities
within the GGS of each
government.
AASB 2013-1 removes the
requirements relating to the
disclosure of budgetary
information from AASB 1049
(without substantive
amendment). All budgetary
reporting requirements
applicable to public sector
entities are now located in
AASB 1055.

1 July 2014

This change is
applicable to not-forprofit/public sector
entities and does not
impact the Company.

1 July 2014

44

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


Reference

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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


Reference

Title

Summary

AASB 9
(cont)

Financial
Instruments
(cont)

(b) Allows an irrevocable


election on initial recognition
to present gains and losses on
investments in equity
instruments that are not held
for trading in other
comprehensive income.
Dividends in respect of these
investments that are a return
on investment can be
recognised in profit or loss
and there is no impairment or
recycling on disposal of the
instrument.
(c) Financial assets can be
designated and measured at
fair value through profit or
loss at initial recognition if
doing so eliminates or
significantly reduces a
measurement or recognition
inconsistency that would arise
from measuring assets or
liabilities, or recognising the
gains and losses on them, on
different bases.
(d) Where the fair value
option is used for financial
liabilities the change in fair
value is to be accounted for as
follows:

Application
Date of
Standard

Impact on Company
Financial Report

Application
date for
Company

46

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


Reference

Title

Summary

AASB 9
(cont)

Financial
Instruments
(cont)

The change attributable to


changes in credit risk are
presented in other
comprehensive income (OCI)
The remaining change is
presented in profit or loss
If this approach creates or
enlarges an accounting
mismatch in the profit or loss,
the effect of the changes in
credit risk are also presented
in profit or loss.
Further amendments were
made by AASB 2012-6 which
amends the mandatory
effective date to annual
reporting periods beginning on
or after 1 January 2015.
AASB 2012-6 also modifies
the relief from restating prior
periods by amending AASB 7
to require additional
disclosures on transition to
AASB 9 in some
circumstances.
Consequential amendments
were also made to other
standards as a result of AASB
9, introduced by AASB 200911 and superseded by AASB
2010-7 and 2010-10.

Application
Date of
Standard

Impact on Company
Financial Report

Application
date for
Company

47

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(e) Segment reporting


A business segment is a distinguishable component of the entity that is engaged in providing products or
services that are subject to risks and returns that are different to those of other business segments. A
geographical segment is a distinguishable component of the entity that is engaged in providing products or
services within a particular economic environment and is subject to risks and returns that are different than
those of segments operating in other economic environments.
(f) Cash and cash equivalents
Cash and cash equivalents in the Statement of Financial Position comprise cash at bank and in hand and
short-term deposits, with an original maturity 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.
For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash and cash
equivalents as defined above, net of outstanding bank overdrafts. Bank overdrafts are included within
interest-bearing loans and borrowings in current liabilities on the Statement of Financial Position.

(g) Trade and other receivables


Trade receivables are recognised and carried at original invoice amount, less an allowance for any
uncollectible amounts. Trade debtors are non interest bearing and are generally on 30 day terms.
Collectability of trade receivables is reviewed on an ongoing basis. Debts that are known to be uncollectible
are written off when identified. An allowance for doubtful debts is raised when there is objective evidence
that the Company will not be able to collect the debt.
Significant accounting estimates and assumptions - Allowance for impairment loss on trade receivables
Where receivables are outstanding beyond the normal trading terms, the likelihood of the recovery of these
receivables is assessed by management. Due to the large number of debtors, this assessment is based on
supportable past collection history and historical write-offs of bad debts. Any impairment loss would be
outlined in note 10.
(h) Inventories
Inventories are valued at the lower of cost and net realisable value. Cost for bulk stores of feed and grain
held for use in the entitys operations is determined on the average cost basis and comprises the cost of
purchase including transport cost. Cost for commodities held for sale are based on the average cost
principle, and includes expenditure incurred in acquiring the inventories, production or conversion costs and
other costs incurred in bringing them to their present location and condition.
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.

48

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(i) Biological Assets


Crops in ground at balance date are measured at their fair value less costs to sell. 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.
(j) Derivative financial instruments and hedging
As is normal and responsible practice within this industry, the Company uses some derivative financial
instruments such as commodity rate swaps to hedge its risks associated with commodity prices. Such
derivative financial instruments are initially recognised at fair value on the date on which a derivative
contract is entered into and are subsequently re-measured to fair value. These derivatives do not qualify for
hedge accounting and changes in fair value are recognised immediately in Income Statement in other
revenue and expenses. Derivatives are carried as assets when their fair value is positive and as liabilities
when their fair value is negative.
(k) Physically settled forward commodity contracts
Physically settled forward commodity contracts that require the physical delivery of the commodity on
completion of the contract period (and do not contain the option to cash settle in lieu of physical delivery)
are carried at cost and are accounted for in the period of delivery.
(l) Investments and other financial assets
Financial assets in the scope of AASB 139 Financial Instruments: Recognition and Measurement are
classified as either financial assets at fair value through Income Statement, loans and receivables, held-tomaturity investments, or available-for-sale financial assets. When financial assets are recognised initially,
they are measured at fair value. The Company determines the classification of its financial assets after initial
recognition and, when allowed and appropriate, re-evaluates this designation at each financial year end, but
there are restrictions on reclassifying to other categories.
Recognition and De-recognition
All regular way purchases and sales of financial assets are recognised on the trade date i.e. the date that the
Company commits to purchase the asset. Regular way purchases or sales are purchases or sales of financial
assets under contracts that require delivery of the assets within the period established generally by regulation
or convention in the market place. Financial assets are derecognised when the right to receive cash flows
from the financial assets have expired or been transferred.
Subsequent Measurement
(i) Financial assets at fair value through Income Statement
Financial assets classified as held for trading are included in the category financial assets at fair value
through profit or loss. Financial assets are classified as held for trading if they are acquired for the purpose
of selling in the near term with the intention of making a profit. Derivatives are also classified as held for
trading unless they are designated as effective hedging instruments. The derivatives currently held do not
qualify for hedge accounting and are economic hedges only. Gains or losses on financial assets held for
trading are recognised in the Income Statement and the related assets classified as current assets in the
Statement of Financial Position.

49

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(l) Investments and other financial assets (cont)


(ii) Loans and receivables
Loans and receivables including loan notes and loans to key management personnel are non-derivative
financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are
carried at amortised cost using the effective interest method. Losses are recognised in profit or loss when the
loans and receivables are derecognised or impaired.
(iii) Available-for-sale investments
Available-for-sale investments are those non-derivative financial assets that are designated as available-forsale or are not classified as any of the two preceding categories. After initial recognition available-for sale
investments are measured at fair value with gains or losses being recognised as a separate component of
equity until the investment is derecognised or until the investment is determined to be impaired, at which
time the cumulative gain or loss previously reported in equity is recognised in profit or loss.
The fair values of investments that are actively traded in organised financial markets are determined by
reference to quoted market bid prices at the close of business on the balance sheet date. For investments
with no active market, fair values are determined using valuation techniques. Such techniques include: using
recent arms length market transactions; reference to the current market value of another instrument that is
substantially the same; discounted cash flow analysis and option pricing models making as much use of
available and supportable market data as possible and keeping judgemental inputs to a minimum.
(m) Property, plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and any accumulated
impairment losses.
Land and buildings are measured at fair value at each reporting date, the carrying value of land and
buildings is assessed to ensure its carrying value does not materially differ from fair value. It is the
Directors' present 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 the revaluation.
Depreciation is calculated on a straight-line basis over the estimated useful life of the assets as follows:
Land - not depreciated
Buildings over 40 years
Fixed improvements - over 30 years
Owned Plant and equipment - over 2 to 15 years
Leased equipment - over 8 to 10 years (in accordance with lease period)
Motor vehicles - over 4 years
Water improvements - over 20 to 30 years.
The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate,
at each reporting period.

50

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(m) Property, plant and equipment (cont)


Revaluations of land and buildings
Any revaluation increment is credited to the asset revaluation reserve in equity, except to the extent that it
offsets a previous revaluation decrement for the same asset previously recognised in the income statement,
in which case the increment is recognised in the income statement.
Any revaluation decrement is recognised in the income statement, except to the extent that it offsets a
previous revaluation increment for the same asset, in which case the decrement is debited to the asset
revaluation reserve to the extent of the credit balance existing in the asset revaluation reserve for that asset.
Any accumulated depreciation as at the revaluation date is eliminated against the gross carrying amount of
the assets and the net amounts are restated to the revalued amounts of the assets.
Gains and losses on disposal are determined by comparing proceeds with carrying amount. These are
included in the income statement.
Upon disposal or de-recognition, any revaluation reserve relating to a particular asset being sold is
transferred to retained earnings.
Disposal and recognition
An item of property, plant and equipment is derecognised upon disposal or when no further future economic
benefits are expected from its use or disposal.
Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal
proceeds and the carrying amount of the asset) is included in the Income Statement in the year the asset is
derecognised.
(n) Leases
The determination of whether an arrangement is or contains a lease is based on the substance of the
arrangement and requires an assessment of whether the fulfilment of the arrangement is dependent on the
use of a specific asset or assets and the arrangement conveys a right to use the asset.
Finance leases, which transfer to the Company substantially all the risks and benefits incidental to
ownership of the leased item, are capitalised at the inception of the lease at the fair value of the leased asset
or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between
the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the
remaining balance of the liability.
Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset and the
lease term if there is no reasonable certainty that the Company will obtain ownership by the end of the lease
term.
Operating lease payments are recognised as an expense in the Income Statement on a straight-line basis over
the lease term.

51

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(o) Impairment of non-financial assets other than goodwill


Intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for
impairment, or more frequently if events or changes in circumstances indicate that they might be impaired.
Other assets are tested for impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the
asset's carrying amount exceeds its recoverable amount. Recoverable amount is the higher of an asset's fair
value less costs to sell and value in use. Non-financial assets other than goodwill that suffered an
impairment are tested for possible reversal of the impairment whenever events or changes in circumstances
indicate that the impairment may have reversed.
Significant accounting estimation and assumptions - Impairment of non-financial assets other than
goodwill
The Company assesses impairment of all assets at each reporting date by evaluating conditions specific to
the Company and to the particular asset that may lead to impairment. If an impairment trigger exists the
recoverable amount of the asset is determined. This involves value in use calculations, which incorporate a
number of key estimates and assumptions.
Significant accounting estimation and assumptions - Estimation of useful lives of other assets
The estimation of the useful lives of other assets has been based on the professional experience of
management.
(p) Trade and other payables
Trade payables and other payables are carried at cost, which is the fair value of the consideration to be paid.
They represent liabilities for goods and services provided to the Company prior to the end of the reporting
period that are unpaid and arise when the Company becomes obliged to make future payments in respect of
the purchase of these goods and services. The amounts are unsecured and are usually paid on commercial
terms.
(q) Provisions
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a
past event, it is probable that an outflow of resources embodying economic benefits will be required to settle
the obligation and a reliable estimate can be made of the amount of the obligation.
(r) Employee leave benefits
(i) Wages, salaries, annual leave and sick leave
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick
leave expected to be settled within 12 months of the reporting date are recognised in respect of employees'
services up to the reporting date. They are measured at the amounts expected to be paid when the liabilities
are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken and are
measured at the rates paid or payable.
(ii) Long service leave
The liability for long service leave is recognised 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 using the
projected unit credit method. Consideration is given to expected future wage and salary levels, experience of
employee departures, and periods of service. Expected future payments are discounted using market yields
at the reporting date on national government bonds with terms to maturity that match, as closely as possible,
the estimated future cash outflows.

52

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(s) Contributed equity


Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or
options are shown in equity as a deduction, net of tax, from the proceeds. Return of capital to shareholders
are shown in equity as a deduction.
(t) Share - Based Payment Transactions
The Company provides benefits to employees (excluding non-executive directors) in the form of sharebased payment transactions, whereby employees render services in exchange for rights over shares ('equitysettled transactions'). There are currently two employee share plans in place:
i) Taxable Employee Share Plan; and
ii) Tax Exempt Employee Share Plan.
The Taxable Employee Share Plan is available to employees as directed by the Board of Directors. The cost
to the company is fair value of the shares. The Tax Exempt Employee Share Plan is available to all
employees (excluding directors) who's service period is greater than 6 months. There is no cost to the
company for the issue of the Tax Exempt Employee Shares and there is a limit of $1,000 every 12 months
per employee. For both plans the volume weighted average price of the shares is the average share price 20
days prior to acceptance of the offer.
The Company also provides benefits to the original promoters of its business in the form of share-based
payment transactions, whereby the Promoters rendered services in exchange for rights over shares ('equitysettled transactions').
There are currently two rights plans in place to provide these benefits:
i) the Senior Executive Performance Rights Plan; and
ii) the Promoters' Rights Plan (refer to note 25 (b)).
The are no current rights under either plan.
(u) Revenue recognition
Revenue is recognised and measured at the fair value of the consideration received or receivable to the
extent 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 when the significant risks and rewards of ownership of the goods have passed to the
buyer and the costs incurred or to be incurred in respect of the transaction can be measured reliably. Risks
and rewards of ownership are considered passed to the buyer at the time of delivery of the goods to the
customer.
(ii) Cropping Operations
Revenue on cropping operations is accounted for in accordance with Accounting Standard AASB 141
Agriculture, which requires the fair value of the harvest be brought to account as revenue.

53

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(u) Revenue recognition (cont.)


Significant accounting judgments - Fair value assessments of biological assets
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.
(iii) Livestock
Revenue on livestock is recognised in accordance with AASB 141 Agriculture, which requires livestock to
be measured at their fair value at each reporting date. The fair value is determined through price
movements, natural increase and the weight of the herd.
Net increments or decrements in the fair value of livestock are recognised as revenue or expense in the
Income Statement, determined as: (a) the difference between the total fair value of livestock recognised at
the beginning of the financial year and the total fair value of the livestock recognised as at the reporting
date; less (b) estimated point of sale costs (selling costs and industry levies).
The fair value of the Company's cattle is determined with reference to the spot prices available in the market
place for the particular type of animal and the Eastern Young Cattle Index (EYCI) in and around balance
date.
(iv) Dividends
Revenue is recognised when the Companys right to receive the payment is established.
(v) Rental revenue
Rental income is accounted for on a straight-line basis over the lease term.
(vi) Interest revenue
Revenue is recognised as interest 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.
(v) Income tax
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be
recovered from or paid to the taxation authorities based on the current period's taxable income. The tax rates
and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance
sheet date.
Deferred income tax is provided on all temporary differences at the balance sheet date between the tax bases
of assets and liabilities and their carrying amounts for financial reporting purposes.

54

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(v) Income tax (cont.)


Deferred income tax liabilities are recognised for all taxable temporary differences except:
when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or
liability in a transaction that is not a business combination and that, at the time of the transaction, affects
neither the accounting profit nor taxable profit or loss; or
when the taxable temporary difference is associated with investments in subsidiaries, associates or
interests in joint ventures, and the timing of the reversal of the temporary difference can be controlled and it
is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused
tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against
which the deductible temporary differences and the carry-forward of unused tax credits and unused tax
losses can be utilised, except:
when the deferred income tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time of the
transaction, affects neither the accounting profit nor taxable profit or loss; or
when the deductible temporary difference is associated with investments in subsidiaries, associates or
interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is
probable that the temporary difference will reverse in the foreseeable future and taxable profit will be
available against which the temporary difference can be utilised.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the
extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the
deferred income tax asset to be utilised.

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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(w) Other taxes


Revenues, expenses and assets are recognised net of the amount of GST except:
when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority,
in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense
item as applicable; and
receivables and payables, which are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of
receivables or payables in the Statement of Financial Position.
Cash flows are included in the Statement of Cash Flows on a gross basis and the GST component of cash
flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation
authority is classified as part of operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the
taxation authority.

(x) Earnings per share


Basic earnings per share is calculated as net profit attributable to members of the parent, adjusted to exclude
any costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted
average number of ordinary shares, adjusted for any bonus element.
Diluted earnings per share is calculated as net profit attributable to members of the parent, adjusted for:
costs of servicing equity (other than dividends) and preference share dividends;
the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have
been recognised as expenses; and
other non-discretionary changes in revenues or expenses during the period that would result from the
dilution divided by the weighted average number of ordinary shares and dilutive potential ordinary shares,
adjusted for any bonus element.
(y) 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.
At time of acquisition the Directors have assessed that cost equates to fair value.
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.

56

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(z) Other Intangible assets - Trademarks and Licenses


Acquired both separately and from a business combination.
Trademarks and licenses acquired separately are capitalised at cost and from a business combination are
capitalised at fair value as at the date of acquisition. Following initial recognition, the cost model is applied
to the class of intangible assets. The useful lives of these intangible assets are assessed to be either finite or
indefinite. Where amortisation is charged on assets with finite lives, this expense is taken to the Income
Statement. Intangible assets, excluding development costs, created within the business are not capitalised
and expenditure is charged against profits in the period in which the expenditure is incurred. Intangible
assets are tested for impairment where an indicator of impairment exists, and in the case of indefinite lived
intangibles annually, either individually or at the cash-generating unit level. Useful lives are also examined
on an annual basis and adjustments, where applicable, are made on a prospective basis. Gains or losses
arising from derecognition of an intangible asset are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are recognised in the Income Statement when the asset is
derecognised.

57

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
3

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES


The Company's principal financial instruments comprise finance leases, cash and short-term deposits.
The main purpose of these financial instruments is to provide funding for the Company's operations. The Company
has various other financial assets and liabilities such as trade receivables and trade payables, which arise directly
from its operations.
As is normal and responsible practice within this industry, the Company uses some derivative financial instruments
to hedge its risks associated with commodity prices. The derivatives currently held do not qualify for hedge
accounting and are economic hedges only.
The vast majority of forward commodity contracts are entered into to physically deliver a commodity at a contracted
price and are accounted for in the period of delivery of the commodity.
Primary responsibility for identification and control of financial risks rests with the Audit Risk and Compliance
Committee under the authority of the Board. The Board reviews and agrees policies for managing each of the risks
identified below.
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis
of measurement and the basis on which income and expenses are recognised, in respect of each class of financial
asset, financial liability and equity instrument are disclosed in note 2 to the financial statements.
Interest rate risk
The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's cash and
short-term deposits. Cash at bank earns a floating interest rate and term deposits generally earn interest at a rate set
for a 30 day term.
The entity had the following financial assets exposed to Australian variable interest rate risk that are not designated
in cash flow hedges. No financial liabilities are held at floating interest rates.

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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
3

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)


Sensitivity analysis
The following sensitivity analysis is based on the interest rate risk exposures in existence at the balance sheet date.
At 30 June 2013, if interest rates had moved, as illustrated in the table below, with all other variables held constant,
post tax profit would have been affected as follows:

+1% (100 basis points)


-0.5% (50 basis points)

30 June 2013
$'000

30 June 2012
$'000

Post Tax Profit


Higher /(Lower)

Post Tax Profit


Higher /(Lower)

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.

Foreign currency risk


The Company has limited direct transactional currency exposures. The Company sells products to buyers who quote
prices which are influenced by exchange rate variations. The company utilises forward currency contracts as an
element in its commodity hedging strategy.
Commodity price risk
The Company is a producer of agricultural commodities and is exposed to commodity price risks. In the vast
majority of circumstances, commodity price risk is managed by entering into the forward selling of a commodity at
an agreed fixed price for physical delivery.
Sensitivity analysis of other financial assets.
All cotton forward contracts demand physical settlement, as such market prices will have no effect on the value.
PrimeAg had no derivative forward cotton contracts at 30 June 2013.

59

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
3

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)


Credit risk
Credit risk arises from the financial assets of the Company, which comprise cash and cash equivalents, trade and
other receivables, and derivative instruments. The Company's exposure to credit risk arises from potential default of
the counter party, with a maximum exposure equal to the carrying amount of these instruments. Exposure at balance
date is addressed in each applicable note.
The Company does not hold any credit derivatives to offset its credit exposure.
The Company trades only with recognised, creditworthy third parties, and as such collateral is not requested nor is it
the Company's policy to securitise its trade and other receivables.
It is the Company's policy that all customers who wish to trade on credit terms are subject to credit verification
procedures including an assessment of their independent credit rating, financial position, past experience and
industry reputation. In addition, receivable balances are monitored on an ongoing basis with the result that the
Company's exposure to bad debts is not significant. There are no significant concentrations of credit risk within the
Company and financial instruments are spread amongst a number of financial institutions to minimise the risk of
default of counterparties. The credit risk on liquid funds is limited because counterparties are banks with high creditratings assigned by international credit-rating agencies.
It is the Company's policy that derivative transactions can only be entered into for the purpose of hedging
underlying commodity price exposure and are not used for speculative purposes. Limits are set by the Board as to
the value of any derivative transaction relative to the value of the underlying commodity being produced.
The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses,
represents the entity's maximum exposure to credit risk without taking account of the value of any collateral
obtained.
Liquidity Risk
The table below reflects all contractually fixed pay-offs and receivables for settlement, repayments and interest
resulting from recognised financial assets and liabilities, including derivative financial instruments as of 30 June
2013. For derivative financial instruments the market value is presented, whereas for the other obligations the
respective undiscounted cash flows for the respective upcoming fiscal years are presented. Cash flows for financial
assets and liabilities without fixed amount or timing are based on the conditions existing at 30 June 2013.
The remaining contractual maturities of the Company's financial liabilities are:

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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
3

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)


Liquidity Risk (continued)
Maturity analysis of financial assets and liabilities based on management's expectations
Year Ended 30 June 2013

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

Net Liquid Assets


Year Ended 30 June 2012

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

Net Liquid Assets

<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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
3

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)


Capital Management
The underlying objectives behind the $300M capital raising which is the foundation of the company are set out
fully in the supporting prospectus dated 28 November 2007. Management of that capital, ie deployment to
investment in cropping properties, has been consistent with those objectives, and is more fully discussed in the
Operating and Financial Review. The company currently has no borrowings or other debt which constitute any
element of capital. The company utilises lease funding arrangements for major plant and equipment.
The companys broad objective is to ensure adequate funding is available to meet the strategic objectives of the
entity as well as to maintain an optimal return to shareholders and benefits for other stakeholders. The Board
made a decision in August 2012 to privatise the Company. The Company has returned $40M in October 2012
via a 15c per share return of capital and $107M in April 2013 via a 40c per share return of capital.

62

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
3

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)


Fair Value
The Company uses various methods in estimating the fair value of a financial instrument. The methods comprise:
Level 1- the fair value is calculated using quoted prices in active markets.
Level 2 - the fair value is estimated using inputs other than quoted prices included in Level 1 that are observable for
the asset or liability , either directly (as prices) or indirectly (derived from prices).
Level 3 - the fair value is estimated using input for the asset or liability that are not based on observable market data.
The fair value of the financial instruments as well as the methods used to estimate the fair values are summarised in
the table below.
Year ended 30 June 2013
Quoted
market
price

Valuation
technique market
observable
inputs

Valuation
technique non market
observable
inputs

Level 1

Level 2

Level 3

$'000

$'000

$'000

Year ended 30 June 2012


Total

$'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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
3

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)


Financial instruments that use valuation techniques with only observable market inputs or unobservable inputs that
are not significant to the overall valuation include interest rate swaps, forward commodity contracts and foreign
exchange contracts not traded on a recognised exchange.
The fair value of unlisted debt and equity securities, as well as other investments that do not have an active markets,
are based on valuation techniques using market data that is not observable. Where the impact of credit risk on the fair
value of a derivative is significant and the inputs on credit risk are not observable the derivative would be classified
as based upon non observable inputs (Level 3). Certain long dated forward commodity contracts where there are no
observable forward prices in the market are classified as Level 2 as the unobservable inputs are not considered
significant to the overall value of the contract.
Transfer between categories
There were no transfers between Level 1 and Level 2 during the year.
Reconciliation of Level 3 fair value movements

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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
4

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

REVENUE AND EXPENSES

(a) Other revenue


Interest received
Other

5,118
569
5,687

6,352
100
6,452

74
1,211
1,285

48
5
488
1
542

(c) Employee expenses


Wages and salaries
Termination payments
Workers' compensation costs
Defined contribution
Other employee expenses
Share-based payments
Total employee expenses

4,209
822
197
320
956
(316)
6,188

4,465
90
364
1,028
27
5,974

(d) Depreciation and amortisation


Depreciation and amortisation of non-current assets
Buildings and Improvements
Plant & equipment
Leased plant & equipment
Total depreciation and amortisation of non-current assets

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

(b) Other income


Gain on forward contracts sold
Net Gain on disposal of property, plant and equipment
Insurance proceeds
Other

(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)

Land, buildings and improvements adjustment to statement of Financial


Position
Fair
value adjustment to Income Statement
Fair value adjustment to Asset Revaluation Reserve (Equity)
14 (a)

65

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
5

REVENUE AND EXPENSES (continued)


Year Ended
30 June 2013
$'000

(f) Administrative and other


Net loss on disposal property plant and equipment
Write off of assets
Transaction Costs
Write off of Investment in PrimeAg Agricultural Fund
Administrative costs
Other expenses
Total Administrative and other
(g) Finance costs
Finance charges payable under finance leases
Borrowing Expense
Loss on forward contracts
Total finance costs
6

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

(a) Income tax expense


Major components of income tax
Current income tax
Current income tax charge
Deferred income tax
Relating to origination and reversal of temporary differences
Income tax benefit reported in income statement
(b) Numerical reconciliation between aggregate tax benefit recognised in the
income statement and tax benefit calculated per the statutory income tax
rate
A reconciliation between tax benefit and the product of accounting profit
before income tax multiplied by the Company's applicable income tax rate is
as follows:
Accounting profit/(loss) before income tax from continuing operations
Total accounting (loss)/profit
At company's statutory income tax rate of 30%
(Over)/under provision of prior year
Derecognition of deferred tax assets
Share based payments (equity settled)
Entertainment
Aggregate income tax expense / (benefit)
(c) Amounts charged or credited directly to equity
Deferred income tax related to items charged or credited directly to equity
Share issue costs
Asset revaluation reserve
Income tax expense / (benefit) reported in equity

66

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
6 INCOME TAX (continued)
(d) Recognised deferred tax assets and liabilities

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

(i) Deferred tax assets


WDV Depreciating assets
WDV Intangible assets
Capital Raising Costs
Provisions
Accruals
Unrealised Hedge expense
Net deferred tax assets

831
831

1,659
2,109
1,018
140
1,212
9
6,147

(ii) Deferred tax liabilities


Unrealised Hedge income
Revaluation of land
Fair value change on Biological
Finance leases
Inventory
Investment in Fund
Deferred tax liabilities

312
180
191
296
979

20
2,928
1,648
153
460
42
5,251

67

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013

Year Ended
30 June 2013
$'000
7

Year Ended
30 June 2012
$'000

DIVIDENDS PAID AND PROPOSED

(a) Recognised amounts


Declared and paid during the year:
Dividends on ordinary shares:
Final unfranked dividend paid: 1 cent per ordinary share
(b) Unrecognised amounts
Dividends on ordinary shares:
Final unfranked dividend declared: 1 cent per ordinary share

2,664
2,664

1,274

44

No dividend has been declared in respect of the year to 30 June 2013.


Dividend of 1 cent per share was declared 26 August, 2011 and paid 30
September, 2011.
(c) Franking credit balance
The amount of franking credits available for the subsequent financial year are:
franking account balance as at the end of the period at 30%.
franking credits that will arise from the payment of income tax payable as at
the end of the period
franking debits that will arise from the payment of dividends as at the end of
the period
franking credits that will arise from the receipt of dividends recognised as
receivables at the reporting date
franking credits that the entity may be prevented from distributing in the
subsequent financial year
The amount of franking credits available for future reporting periods:
impact on the franking account of dividends proposed or declared before the
financial report was authorised for issue but not recognised as a distribution to
equity holders during the period

68

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
Year Ended
30 June 2013
$'000
8

Year Ended
30 June 2012
$'000

EARNINGS PER SHARE


The following reflects the income used in the basic and diluted earnings per share computations:

(a) Earnings used in calculating earnings per share


For basic earnings per share:
Net profit/(loss) from continuing operations attributable to ordinary equity
holders of the parent

(30,981)

4,991

Net profit /(loss) attributable to ordinary equity holders of the parent

(30,981)

4,991

For diluted earnings per share:


Net profit /(loss) from continuing operations attributable to ordinary equity
holders of the parent (from basic EPS)

(30,981)

4,991

Net profit /(loss) from continuing operations attributable to ordinary equity


holders

(30,981)

4,991

Net profit/(loss) attributable to ordinary equity holders of the parent

(30,981)

4,991

(b) Weighted average number of shares

Weighted average number of ordinary shares for basic earnings per share

'000

'000

266,394

255,488

266,394

255,488

Share options not included as not dilutive

1,869

Weighted average number of exercised, forfeited or expired potential ordinary


shares included in diluted earnings per share

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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
30 June 2013
$'000
9

30 June 2012
$'000

CASH AND CASH EQUIVALENTS


Cash at bank and in hand
Short-term deposits

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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013

30 June 2013
$'000

30 June 2012
$'000

10 TRADE AND OTHER RECEIVABLES (CURRENT)


Trade receivables

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

Carrying amount of trade and other receivables

8,715

7,564

(a) Allowance for impairment loss


Trade and other receivables are non-interest bearing and are generally on 30 day terms. A provision for impairment
loss is recognised when there is objective evidence that an individual receivable is impaired. No impairment loss is
recognised in the current year.
At 30 June 2013, the ageing analysis of financial assets is as follows:
Total

Neither
past due
nor
impaired

30-60
days

Past due but not impaired


Greater than
60-90
90-120
days
days
120 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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013

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

Total inventory at the lower of cost & net realisable value

638
638

1,323
1,323

10,553
10,553

25,825
25,825

210
210

11,191

27,358

72

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
12 BIOLOGICAL ASSETS

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

The biological assets consist of crops and cattle.


Crops
At 1 July 2012
Decreases due to property sales

2,232
-

3,131
-

53
-

72
-

Change in fair value of crops less estimated


point-of-sale costs

2,110

41,670

457

456

510

528

Decrease due to harvesting of crops


At 30 June 2013

(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

Cropped hectares at balance date

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

Net operating income derived from biological assets


Crops

44,693

Cattle
Total Biological Assets

45
44,738

73

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
12 BIOLOGICAL ASSETS
2011
Crops

2012
2012
2013
2013
Summer Winter Summer Winter
Crops
Crops
Crops
Crops
$'000

$'000

The biological assets consist of crops and cattle.


Crops
At 1 July 2011
Change in fair value of crops less estimated
point-of-sale costs

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

Decrease due to harvesting of crops


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

Cropped hectares at balance date

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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013

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

PROPERTY, PLANT AND EQUIPMENT


Land, buildings and improvements
Net carrying amount at fair value

106,504

164,197

Plant & equipment


At cost
Accumulated depreciation
Net carrying amount

5,883
(2,475)
3,408

5,971
(2,339)
3,632

Leased plant and equipment


At cost
Accumulated depreciation
Net carrying amount

7,880
(2,420)
5,460

9,081
(1,534)
7,547

120,267
(4,895)
115,372

179,249
(3,873)
175,376

Total property, plant and equipment


At cost or fair value
Accumulated depreciation and impairment
Net carrying amount

75

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
30 June 2013
$'000
14

30 June 2012
$'000

PROPERTY, PLANT AND EQUIPMENT (continued)

(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

Plant & equipment


Balance at the beginning of the year net of accumulated depreciation
Additions
Disposals
Depreciation charge for the year
Adjustment for fair value movement
Balance at the end of the year - Net carrying amount

3,632
1,631
(1,024)
(780)
(51)
3,408

4,590
566
(725)
(799)
3,632

Leased plant and equipment


Balance at the beginning of the year net of accumulated amortisation
Additions
Disposals
Amortisation/Depreciation charge for the year
Adjustment for fair value movement
Balance at the end of the year - Net carrying amount

7,547
624
(1,115)
(912)
(684)
5,460

5,316
3,286
(256)
(799)
7,547

Total Property, plant and equipment


Balance at the beginning of the year net of accumulated depreciation
Additions
Disposals
Depreciation charge for the year
Capital expenditure due to flood damage
Adjustment for fair value movement
Balance at the end of the year - Net carrying amount

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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
30 June 2013
$'000
14

30 June 2012
$'000

PROPERTY, PLANT AND EQUIPMENT (continued)

(b) Classification of property plant & equipment


Property, plant and equipment held for sale
Property, plant and equipment held for operations

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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
(e)

Revaluation of land and buildings and improvements (cont)

Property

Inner Downs Aggregation * (1).


Warra - Aggregation (2)
McIntyre Downs & Riverview (2)
North Star Aggregation **(1).
Mullala (2)
Kurrajong Hills Bunnor (3)
Lower Box (3)
Crooble Aggregation *** (2).
Dodds (3).
Milchengowrie(2)
Brayland Aggregation **** (2).
Lakeland Downs (3).
Total properties

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

(1). Properties sold


(2). Properties subject to contract of sale. Valuation determined with reference to contract sale price.
(3). Properties subject to Scheme value. Valuation determined with reference to Scheme value

78

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
30 June 2013
$'000
15

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

Water Rights Held for Sale


Cost (gross carrying amount)
Accumulated impairment
Net carrying amount

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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
15

INTANGIBLE ASSETS (continued)

Property

McIntyre Downs & Riverview (1).


Mullala (1).
Lower Box (2)
Dodds (2).
Milchengowrie (1)
Emerald Aggregation (1). *
Total properties

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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
30 June 2013
$'000
15

30 June 2012
$'000

INTANGIBLE ASSETS (continued)

(a) Reconciliation of carrying amount at beginning and end of the period


Total Intangibles
Balance at the beginning of the period
Additions
Impairment in the period
Carrying amount - closing

83,095
(13,072)
70,023

88,885
(5,790)
83,095

(b) Impairment tests for intangibles with indefinite useful lives


At 30 June 2013 the fair values of intangible assets have been determined by reference to the respective contracts
for sale or the valuations used in the Scheme.
Historically, the Directors have obtained a selection of independent valuations across the water rights portfolio that
were not subject to independent valuations in the prior year to test that the recoverable amount remains at or above
the carrying amount at balance date. For the selected water rights, the independent valuations obtained indicated
that the recoverable amount of the water rights were higher than the carrying value. For the water rights not
subject to independent valuations, management have compared carrying value against comparable sales data which
indicated no impairment existed at balance date other than that adjusted for during the year.
(i) Description of Cash Generating Unit
Trademarks and water rights have been allocated to a single cash generating unit which is the single segment
which the company operates being agriculture in Australia.
(ii) The carrying amount of trademarks and water rights is allocated to the single cash generating unit being
Australia.
(iii) Recoverable amount has been determined based on fair value less costs to sell. Fair value less costs to sell has
been determined based on the consideration paid by the Company for the trademarks and comparable sales data for
the water rights in the current financial period. This method is consistent with previous years.
16

DERIVATIVES
Current Assets
CBOT Wheat Swap
Forward commodity contracts - Wheat and Cotton
Current Liabilities
Forward commodity contracts - Cotton

67
67

30

81

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
16

DERIVATIVES (continued)

(a) Instruments used by the Company


PrimeAg is a producer of agricultural commodities. The company is exposed to production risks and commodity
price risks. Hedging can play an active role in management of commodity price risk. PrimeAg only uses derivative
transactions for the purpose of hedging underlying commodity price exposure. No forward contracts were in place
at the 30 June 2013 due to the privatisation of the Company.
Forward commodity contracts
Forward commodity contracts to sell commodities that can be settled net in cash or in another financial instrument
are fair valued by marking to market. All movements in fair value are recognised in the income statement in the
period in which they occur.
Forward commodity contracts entered into to physically deliver a commodity at a contracted price are accounted
for in the period of delivery of the commodity.
Forward commodity swaps
These contracts are fair valued by marking to market. All movements in fair value are recognised in the income
statement in the period they occur.
Foreign currency option
These contracts are fair valued by marking to market. All movements in fair value are recognised in the income
statement in the period they occur.
17

TRADE AND OTHER PAYABLES (CURRENT)

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

Related party payables:


director-related entities

(a) Trade payables


Trade payables are non-interest bearing and are normally settled on commercial terms.
(b) Other payables
Other payables are non-trade payables, are non-interest bearing and have an average term of less than 6 months.
(c) Fair value
Due to the short term nature of these payables, their carrying value is assumed to approximate their fair value.
(d) Interest rate, foreign exchange and liquidity risk
Information regarding interest rate, foreign exchange and liquidity risk exposure is set out in note 3.

82

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
30 June 2013
$'000
18

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

(a) Movements in provisions


Movements in each class of provision during the financial year are set out below:
Long service leave
At 1 July
Arising during the year
Utilised
At 30 June
Other employee provision
At 1 July
Arising during the year
Unused amounts reversed
Utilised
At 30 June
Income Tax
At 1 July
Arising during the year
Paid during the year
At 30 June

76
114
(26)
164

48
28
76

55
798

162
55
(50)
(112)
55

(87)
766

44
1,755
(525)
1,274

44
44

(b) Nature and timing of provisions


(i) Long service leave
Refer to note 2 for the relevant accounting policy and a discussion of the significant estimations and assumptions
applied in the measurement of this provision.
(1) The Long Service Leave provision is classified as a current liabilities as all employee entitlements related to
employees with greater than 5 years service are payable upon termination.
(ii) Other employee provisions
Refer to note 2 for the relevant accounting policy and a discussion of the significant estimations and assumptions
applied in the measurement of this provision.
(iii) Income tax provisions
Refer to note 2 for the relevant accounting policy and a discussion of the significant estimations and assumptions
applied in the measurement of this provision.

83

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
30 June 2013
$'000
19

30 June 2012
$'000

INTEREST-BEARING LOANS AND BORROWINGS


Current
Obligations under finance lease contracts

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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
21 CASH FLOW STATEMENT RECONCILIATION
Year Ended
30 June 2013
$'000
(a) Reconciliation of net profit / (loss) after tax to net cash flows from
operations
Net
Profit / (Loss)
Adjustments for:
Depreciation
Fair value loss on non-current land and buildings and impairment of water
rights
Net loss on sale / disposal of assets
Net fair value change in biological assets
Share based payments expense
Net fair value change on other financial assets
Changes in assets and liabilities:
(Increase)/Decrease in trade and other receivables
(Increase)/Decrease in inventories
(Increase)/Decrease in other reserves
(Increase)/Decrease in deferred tax assets
(Decrease)/Increase in trade and other payables
(Decrease)/Increase in other provisions
(Decrease)/Increase in deferred tax liabilities
Net cash flows used in operating activities

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

22 COMMITMENTS AND CONTINGENCIES


(a) Commitments
(i) Leasing commitments - Company as lessee
Future minimum rentals payable under non-cancellable operating leases as at 30 June are as follows:
Within one year
After one year but not more than five years
Total minimum lease payments

134
134

1,720
3,268
4,988

85

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
22 COMMITMENTS AND CONTINGENCIES (continued)
Finance lease expenditure contracted for is payable as follows:
The entity has finance leases for motor vehicles and machinery. The leases have an average life of between three
to five years.

Within one year


After one year but not more than five years
Total minimum lease payments
Less amounts representing finance charges
Present value of minimum lease payments

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

(ii) Property, plant and equipment commitments


The Company had contractual obligations to purchase plant and equipment for $0.0M at balance date.

Commitments contracted for at reporting date but not recognised as


liabilities are as follows:
Property, plant and equipment
Within one year
- acquisition of new machinery

(iii) Remuneration commitments


Commitments for the payment of salaries and other remuneration under
long-term employment contracts in existence at the reporting date but not
recognised as liabilities payable:
Within one year
After one year but not more than five years

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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
22 COMMITMENTS AND CONTINGENCIES (continued)
(b) Contingencies
PrimeAg has agreed with Australian Food & Fibre Limited ("AFF") that in the event that the Scheme is not
approved by Scheme Shareholders or PrimeAg proceeds with an AFF Superior Proposal, PrimeAg would
assume responsibility for a forward sale of 5,000 bales of anticipated FY14 cotton production at a price of $500
per bale (cash, Free on Board at the ginyard) entered into by AFF and an acceptable counterparty. AFF entered
into such a contract with an acceptable counterparty in the week commencing 29 July 2013.
PrimeAg has separately agreed with Cowal Agriculture Holdings Pty Limited, as trustee for Cowel Agriculture
Unit Trust ("Cowal") that in the event that the Emerald Transaction is not approved by PrimeAg Shareholders or
PrimeAg proceeds with an Emerald Superior Proposal, PrimeAg would assume responsibility for a forward sale
of 5,000 bales of anticipated FY14 cotton production at a price of $500 per bale (cash Free on Board at the
ginyard) entered into by Cowal and an acceptable counterparty. Cowal entered into such a contract with an
acceptable counterparty in the week commencing 5 August 2013.
23 AUDITORS REMUNERATION
The auditor of PrimeAg Australia Limited is Ernst & Young (Australia).

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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
24 RELATED PARTIES
(a) Key Management Personnel (KMP)
Details relating to KMP, including remuneration paid, are included in note 28 and the remuneration section of the
Director's report.
(b) Transactions with related parties
The following table provides the total amount of transactions that were entered into with related parties for the
relevant financial year (for information regarding outstanding balances on related party (or related parties of KMP)
trade receivables and payables at year-end, refer to notes 10 and 17 respectively):
Sales to
related
parties

CONSOLIDATED
Related party

Other
Purchases from transactions with
related parties
related parties

$000

$000

$000

Director Related Parties

June
2013

436

Director Related Parties

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:

Expense arising from equity-settled share-based payment transactions with


executives

Year Ended
30 June 2013

Year Ended
30 June 2012

$'000

$'000
(316)
(316)

27
27

88

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013

25 SHARE BASED PAYMENTS (continued)


(b) Types of share-based payment plans
Executive Performance Rights (EPR)
On 15 November 2007 a total of 1,983,722 Executive Performance Rights to acquire 1,983,722 shares in PrimeAg
were granted to senior executives of PrimeAg comprising 1,868,722 to the Executive Chairman Peter Corish and
115,000 to the Chief Executive Officer John Stewart. The rights granted to Mr Stewart extinguished upon his
departure in August, 2011. Mr Peter Corish surrendered his rights at 30 June, 2013.
The Executive Performance Rights do not vest and are not exercisable until certain performance conditions
established by the Board have been satisfied. The earliest date that the performance conditions may be satisfied for
these Executive Performance Rights is 31 December 2010 with the expiry date being 31 December 2013. The Plan
Rules provide that satisfaction of the performance conditions are subject to a number of exceptions including death,
cessation of employment in certain circumstances, takeover or scheme of arrangement. The Executive Performance
Rights are not transferable, are subject to adjustment in the event of a capital reconstruction, bonus or rights issue
and the terms provide that there is no amount payable by either Peter Corish or John Stewart on the issue or the
exercise of the Executive Performance Rights granted. PrimeAg will bear all costs associated therewith.
Promoters Rights (PR)
On 15 November 2007 1,881,278 Promoters Rights to acquire 1,881,278 shares in PrimeAg were granted to
promoters of the business that formed part of the consideration related to the capital raising. All Promoters Rights
expired on 31 December 2012.
The Promoters Rights do not vest and are not exercisable until certain performance conditions have been satisfied.
The earliest date that the performance conditions may be satisfied was 31 December 2010 with the expiry date being
31 December 2012. The Promoters Rights are not transferable and are subject to adjustment in the event of capital
reconstructions, bonus or rights issues. There is no amount payable on the issue or exercise of the Promoters Rights.
PrimeAg will bear all associated costs therewith.
(c) The weighted average fair value of rights at grant date was $0.10. No rights were issued during the current period.
(d) Option pricing model: EPR, PR
Equity-settled transactions
The fair value of the equity-settled share rights granted under the EPR & PR is estimated as at the date of grant using
a Binomial Model taking into account the terms and conditions upon which the rights were granted. The model takes
into account projected dividends, share price volatilities and co-variances of the Company and each comparator
company to produce a predicted distribution of relative share performance. This is applied to the right to give an
expected value of the TSR element.
Inputs into model
Dividend yield (%)
2%
Expected volatility (%)
23%
Risk-free interest rate (%)
6.23%
Expected life of option (years)
3 to 7
The fair value of equity settled shares rights is measured at grant date with the Black Scholes option pricing model.
The expected volatility was determined using an historical average of Company share prices in respect of the EPR
and PR. The resulting expected volatility therefore reflects the assumption that the historical volatility is indicative
of future trends, which may also not necessarily be the actual outcome.

89

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013

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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
27 RESERVES
30 June 2013

30 June 2012

$000

$000

Asset revaluation reserve


At 1 July
Revaluation of land, buildings and improvements
Re-classification of Asset Revaluation Reserve to Retained
Earnings
At 30 June

5,927

3,725

(2,996)

2,202

(784)

2,147

5,927

316

289

(316)

27

Employee benefits reserve


At 1 July
Share based payment - employee equity benefits
At 30 June

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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
28 KEY MANAGEMENT PERSONNEL
(a) Details of Key Management Personnel
Directors at the date of the report.

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

Other Executives at the date of the report

Appointed

S J Macansh

Company Secretary and CFO

10 September, 2008

M Blakeney

General Manager Operations (PAF)

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

Short-term employee benefits


Post-employment benefits
Other long-term benefits
Share-based payment

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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
(c) Rights holdings of Key Management Personnel

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

Vested at 30 June 2013


Balance at
end of year

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

Other Executives at the date of the report


S J Macansh
B Fargher
M Blakeney
Total

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
-

Other Executives at the date of the report


J D Stewart
115,000
S J Macansh
-

115,000
-

Total

115,000

3,562,875

Vested at 30 June 2012


Exercisable

Not
Exercisable

1,868,722
1,579,153
-

3,447,875

3,447,875

Total

93

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
(d) Shareholdings of Key Management Personnel
Shares held in PrimeAg Australia Limited

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

Other Executives at the date of the report


S J Macansh

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

Net Change Balance at


Other
end of period

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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Notes to the Financial Statements (continued)


For the year ended 30 June 2013
(e) Other transactions and balances with Key Management Personnel and their related parties
Purchases Year Ended 30 June, 2013
Aerial charter services to the value of $16,425 were purchased from LMS Crusader Pty Ltd, an entity
associated with Mr Corish. There were no amounts outstanding at balance date.
Freight services services to the value of $3,711 were purchased from Corish Farms, an entity associated with
Mr Corish. There were no amounts outstanding at balance date.
Freight services services to the value of $1,229 were purchased from Tundunna Trust, an entity associated
with Mr Corish. Amounts outstanding at balance date were $1,352.
Storage & drying services to the value of $19,928 were purchased from Premium Grain Services, an entity
associated with Mr Corish. There were no amounts outstanding at balance date.
Advisory services to the value of $350,000 were purchased from Saltbush Capital Markets Pty Limited, an
entity associated with Mr Steve A Williams. Amounts outstanding at balance date were $27,500.
Cotton classing services to the value of $44,790 were purchased from Proclass Pty Ltd, an entity associated
with Mr Hewitt. Classing services are engaged by ginners contracted by PrimeAg Australia Limited. There
were no amounts outstanding at balance date.
Purchases Year Ended 30 June, 2012
Aerial charter services to the value of $70,137 were purchased from LMS Crusader Pty Ltd, an entity
associated with Mr Corish. There were no amounts outstanding at balance date.
Freight services services to the value of $2,115 were purchased from Tundunna Trust, an entity associated
with Mr Corish. There were no amounts outstanding at balance date.
Fees in relation to capital raising and advisory services to the value of $1,200,977 were purchased from
Saltbush Capital Markets Pty Limited, an entity associated with Mr Steve A Williams. There were no amounts
outstanding at balance date.
Cotton classing services to the value of $6,162 were purchased from Proclass Pty Ltd, an entity associated
with Mr Hewitt. Classing services are engaged by ginners contracted by PrimeAg Australia Limited.
Amounts outstanding at 30 June 2012 were $1,588.
Sales
Sales Year Ended 30 June, 2013
There were no sales to related parties during the year.
Sales Year Ended 30 June, 2012
There were no sales to related parties during the year.

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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

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

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 Accounting Standards and Corporations Regulations 2001;

(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

become due and payable.


2. This declaration has been made after receiving the declarations required to be made to the Directors by the chief
executive officer and chief financial officer in accordance with section 295A of the Corporations Act 2001 for the
financial year ended 30 June 2013.
On behalf of the Board

R C Corbett
Chairman
30 September, 2013

D Trebeck
Chairman, Audit Risk and Compliance Committee
30 September, 2013

97

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Statement of Shareholdings
(c) Twenty largest holders of quoted equity securities
Ordinary shareholders

Fully Paid
Number
Percentage

NATIONAL NOMINEES LIMITED

33,997,245

12.76%

HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED

33,835,923

12.70%

AUSTRALIAN FOOD & FIBRE LTD

23,256,616

8.73%

BRISPOT NOMINEES PTY LTD

14,098,417

5.29%

UBS NOMINEES PTY LTD

13,614,950

5.11%

EAGLE SECURITIES LIMITED

12,147,448

4.56%

CS FOURTH NOMINEES PTY LTD

12,100,290

4.54%

HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED-GSCO ECA

11,060,121

4.15%

J P MORGAN NOMINEES AUSTRALIA LIMITED

10,283,546

3.86%

BNP PARIBAS NOMS PTY LTD

9,925,270

3.73%

WASHINGTON H SOUL PATTINSON AND COMPANY LIMITED

7,861,253

2.95%

LAGUNA BAY PASTORAL COMPANY PTY LTD

7,304,297

2.74%

CITICORP NOMINEES PTY LIMITED

5,783,362

2.17%

HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 3

5,372,784

2.02%

GLENCORE GRAIN PTY LTD

4,776,925

1.79%

BELFORT INVESTMENT ADVISORS LIMITED

2,913,817

1.09%

BRAYLAND FARMING PTY LIMITED

2,600,000

0.98%

RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED

2,386,812

0.90%

MCNEIL NOMINEES PTY LIMITED

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

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

Ernst & Young


680 George Street
Sydney NSW 2000 Australia
GPO Box 2646 Sydney NSW 2001

Tel: +61 2 9248 5555


Fax: +61 2 9248 5959
ey.com/au

Independent auditor's report to the members of PrimeAg Australia


Limited
Report on the financial report
We have audited the accompanying financial report of PrimeAg Australia Limited which comprises the
statement of financial position as at 30 June 2013, the income statement, the statement of
comprehensive income, statement of cash flows and statement of changes in equity for the year then
ended, notes comprising a summary of significant accounting policies and other explanatory information,
and the directors' declaration.

Directors' responsibility for the financial report


The directors of the company are responsible for the preparation of the financial report that gives a true
and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for
such internal controls as the directors determine are necessary to enable the preparation of the financial
report that is free from material misstatement, whether due to fraud or error. In Note 2 (c), the directors
also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that
the financial report complies with International Financial Reporting Standards.

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.

A member firm of Ernst & Young Global Limited


Liability limited by a scheme approved under Professional Standards Legislation

100

PRIMEAG AUSTRALIA LIMITED - 2013 ANNUAL FINANCIAL REPORT

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) .

Report on the remuneration report


We have audited the Remuneration Report included in the directors report for the year ended 30 June
2013. The directors of the company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility
to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Australian Auditing Standards.

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.

Ernst & Young

Graham Ezzy
Partner
Sydney
30 September 2013

A member firm of Ernst & Young Global Limited


Liability limited by a scheme approved under Professional Standards Legislation

101

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