This report is based upon financial statements which are unaudited.
Speirs Group Limited
Results for announcement to the market
Reporting Period Six Months Ended 31 December 2012
Previous Reporting Period Six Months Ended 31 December 2011
Amount (000s) Percentage change
Revenue from ordinary activities $NZ 7,858 9.3%
Profit (loss) from ordinary activities after tax attributable to security
holders $NZ(332) (17.7%)
Net profit (loss) attributable to security holders. $NZ(332) (17.7%)
Interim/Final Dividend Amount per security Imputed amount per security
It is not proposed to pay an interim dividend $N/A $N/A
Record Date Not Applicable
Dividend Payment Date Not Applicable
Comments: Directors'' Commentary
Profitability
The overall loss of $332,000 for the company during the six months was a
disappointing result.
Speirs Foods faced difficult trading conditions during the period and this
resulted in reduced levels of profitability despite trading income being up
on the comparable period. The losses from associates are down
significantly with most of Speirs Nutritionals plant now having been sold.
The corporate governance and financing costs were both reduced with the
latter being partly due to the replacement of some convertible redeemable
preference shares with perpetual preference shares during 2012.
The six months trading results can be summarised as:
2012
$000 2011
$000 Improvement/
(Deterioration)
%
Speirs Foods profit 77 293 (73.7)
Associates'' profit/(loss) (including Speirs Nutritionals) (55) (131) 58.0
Corporate governance costs (128) (165) 22.4
Net financing costs (226) (279) 19.0
Overall loss attributable to shareholders (332) (282) (17.7)
The directors are committed to ensuring the company returns to acceptable
levels of profitability as soon as possible and are instigating changes at
Speirs Foods to improve the profit performance.
Speirs Foods Limited
The introduction of new products in Speirs Foods during the period has
improved sales but the additional costs, including set-up costs and initial
inefficiencies, have been a significant cause of the reduced levels of
profit. Trading Income for Speirs Foods of $7.476 million was up 5.2% on
last year''s $7.108 million. But the trading margin fell to1.0% from last
year''s 4.1%
The range of products is still largely salad based and highest sales levels
are achieved during the summer months. Various initiatives are being taken
to achieve growth is sales volumes and to provide products that are in demand
throughout the year.
These initiatives, along with a prolonged period of fine weather, have seen
improved revenue and profit results achieved by Speirs Foods in the first two
months of 2013.
Speirs Nutritionals Partners LP (SNP)
As previously advised, SNP have sold the Intellectual Property, Processing
Technology and Knowhow associated with its Omega-3 fish oil product and
discontinued its manufacturing operations in New Zealand. This has enabled
the re-leasing of the factory in Marton and the sale of the technical
equipment. Revenue will arise from payments receivable when worldwide
sales of the Omega-3 product range by the new owner commence. Other
Intellectual Property/Knowhow development opportunities continue to be sought
by SNP.
Speirs Securities Limited Partnership (SSLP)
The rights to the remaining book of receivables from Speirs Finance Limited,
which was sold to Allied Nationwide Finance Limited in 2008, were repurchased
in June 2012 from the receiver of NFA Limited (previously Allied Nationwide
Finance Limited). The receivables are all due to be repaid by October 2014.
The run-down has proceeded in accordance with expectations.
Allied Nationwide Finance Limited (In Receivership) ("ANFL") Bonds
Speirs Group holds 2 million perpetual bonds in ANFL. The company has the
option to put the bonds to Allied Farmers Limited in September 2013 in return
for a payment of $2 million. The full value of these bonds has been written
off. No income is currently being received on these bonds.
Corporate
Corporate costs have been further reduced and overheads are kept to a bare
minimum.
Outlook
Trading conditions continue to be challenging with few signs of real growth
in the food sector. Many of the significant issues which have affected the
company significantly in recent years have largely been addressed and the
profit impacts absorbed. The focus is now on business improvement and new
growth opportunities as the basis for a return to acceptable profitability.
The capital structure and term debt of the company will also be reviewed
during coming months with significant borrowings maturing late in 2013.
For and on behalf of the Directors,
Keith Taylor
Chairman of Directors
Speirs Group Limited
8 March 2013
FINANCIAL STATEMENTS
Throughout this report, the Statement of Financial Position, Statement of
Comprehensive Income, Statement of Cash Flows and all accompanying notes
referring to:
o The six month period ended, and as at, 31 December 2012 are unaudited;
o The financial statements for the year ended, and as at, 30 June 2012 have
been audited; and
o The six month period ended, and as at, 31 December 2011 are unaudited.
STATEMENT OF FINANCIAL POSITION
as at 31 December 2012
Notes December
2012
$''000
June
2012
$''000
December
2011
$''000
Assets
Current Assets
Cash and Cash Equivalents 13 656 339 317
Trade and Other Receivables 14 1,858 1,205 1,796
Loans and Advances 17 200 200 -
Inventories 15 556 376 426
Total Current Assets 3,270 2,120 2,539
Non Current Assets
Investment in Associates 16 646 701 846
Trade and Other Receivables 14 573 543 -
Loans and Advances 17 - - 200
Property, Plant & Equipment 19 3,283 3,401 3,673
Intangibles 20 11 17 23
Total Non Current Assets 4,513 4,662 4,742
Total Assets 7,783 6,782 7,281
Liabilities
Current Liabilities
Borrowings 22 3,643 - -
Trade and Other Payables 21 2,966 1,814 1,875
Total Current Liabilities 6,609 1,814 1,875
Non Current Liabilities
Borrowings 22 655 4,086 4,639
Total Non Current Liabilities 655 4,086 4,639
Total Liabilities 7,264 5,900 6,514
Equity
Contributed Capital 23 13,391 13,391 12,807
Accumulated Deficits (12,872) (12,509) (12,040)
Capital & Reserves 519 882 767
Total Equity and Liabilities 7,783 6,782 7,281
The accompanying notes are an integral part of these financial statements.
STATEMENT OF COMPREHENSIVE INCOME
for the six months ended 31 December 2012
Notes 6 months
31 December
2012
$''000 12 months
30 June
2012
$''000 6 months
31 December
2011
$''000
Revenue 7,476 13,393 7,108
Movement in Inventory Levels 180 - 50
Purchases of Raw Materials (2,732) (4,418) (2,439)
Employee Benefits Expense 7 (2,102) (3,413) (1,810)
Freight, Packaging & Other (2,467) (4,296) (2,101)
Net Trading Income 355 1,266 808
Other Income 8 369 746 68
Total Net Income Earned from Operating Activities 724 2,012 876
Share of Gain/(Loss) of Associates 16 (55) (276) (131)
Other Expenses 9 (552) (1,396) (491)
Earnings Before Interest, Depreciation and Amortisation 117 340 254
Interest Income 13 29 14
Interest Expense (267) (616) (313)
Net Interest Expense 10 (254) (587) (299)
Depreciation, Impairment and Amortisation 19,20 (195) (504) (237)
Profit/(Loss) Before Income Tax (332) (751) (282)
Income Tax (Expense)/ Benefit 11 - - -
Profit/(Loss) After Income Tax (332) (751) (282)
Total Earnings per Share Attributed to Equity Holders of the Company:
Basic Loss per Share (c/share) 12 (2.93) (6.77) (2.54)
Diluted Loss per Share (c/share) 12 (2.93) (6.77) (2.54)
The accompanying notes are an integral part of these financial statements
STATEMENT OF CHANGES IN EQUITY
For the six months ended 31 December 2012
Contributed Capital
$''000 Accumulated Deficits
$''000 Total Equity
$''000
Balance at 30 June 2012 13,391 (12,509) 882
Comprehensive Income
Profit/(Loss) for the Period - (332) (332)
Total Comprehensive Income - (332) (332)
Transactions with Owners
Dividends on Perpetual Preference Shares - (31) (31)
Total Transactions with Owners - (31) (31)
Balance at 31 December 2012 13,391 (12,872) 519
For the year ended 30 June 2012
Contributed Capital
$''000 Accumulated Deficits
$''000 Total Equity
$''000
Balance at 1 July 2011 12,757 (11,758) 999
Comprehensive Income
Profit/(Loss) for the Year - (751) (751)
Total Comprehensive Income - (751) (751)
Transactions with Owners
Issue of Ordinary Shares 50 - 50
Issue of Perpetual Preference Shares 584 - 684
Total Transactions with Owners 634 - 634
Balance at 30 June 2012 13,391 (12,509) 882
For the six months ended 31 December 2011
Contributed Capital
$''000 Accumulated Deficits
$''000 Total Equity
$''000
Balance at 30 June 2011 12,757 (11,758) 999
Comprehensive Income
Profit/(Loss) for the Period - (282) (282)
Total Comprehensive Income - (282) (282)
Transactions with Owners
Issue of Ordinary Shares 50 - 50
Total Transactions with Owners 50 - 50
Balance at 31 December 2011 12,807 (12,040) 767
The accompanying notes are an integral part of these financial statements
STATEMENT OF CASH FLOWS
for the six months ended 31 December 2012
6 months
31 December 12 months
30 June 6 months
31 December
Notes 2012
$''000 2012
$''000 2011
$''000
Cash Flows from Operating Activities
Interest Received 13 29 14
Dividends Received 5 10 5
Cash Receipts from Customers 6,834 13,367 6,530
Other Income 334 193 63
Dividends Paid on Convertible Redeemable Preference Shares (116) (289) (142)
Interest Expense (89) (170) (87)
Cash Paid to Suppliers and Employees (6,712) (13,192) (6,520)
Net Cash from Operating Activities 24 269 (52) (137)
Cash Flows from Investing Activities
Proceeds from Sale of Property, Plant and Equipment - 43 4
Acquisition of Property, Plant & Equipment (71) (105) (45)
Net Cash Flows from Investing Activities (71) (62) (41)
Cash Flows from Financing Activities
Proceeds from borrowings 150 205 200
Repayments of Borrowings - - -
Costs of Issuing Equity (PPS) - (47) -
Dividends Paid on Perpetual Preference Shares (31) - -
Issue of Ordinary Shares - 50 50
Net Cash Flows from Financing Activities 119 208 250
Net Increase / (Decrease) in Cash and Cash Equivalents 317 94 72
Cash and Cash Equivalents at Beginning of Period 339 245 245
Cash and Cash Equivalents at Period End 13 656 339 317
The accompanying notes are an integral part of these financial statements
Notes to the Financial Statements
1 GENERAL INFORMATION
Speirs Group Limited operates as a holding company. Speirs Investments
Limited is a wholly owned subsidiary of Speirs Group Limited and operates as
an investment holding company which has issued secured stock to the public.
Speirs Foods Limited was formed on 1 July 2010 and is also a wholly owned
subsidiary of Speirs Group Limited and is involved in the production and
distribution of fresh food products. Speirs Securitisation LP was formed on
31 May 2012 and is also a wholly owned subsidiary of Speirs Group Limited and
is involved in providing administrative services to a securitisation
programme.
Speirs Group Limited is a limited liability company incorporated and
domiciled in New Zealand. The postal address of the head office of Speirs
Group Limited is PO Box 318, Palmerston North, New Zealand.
Speirs Group Limited has equity securities listed on the alternative list
(NZAX) of New Zealand Exchange Limited.
2 SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these
consolidated financial statements are set out below. These policies have been
consistently applied to all the periods presented, unless otherwise stated.
2.1 Basis of Preparation
These financial statements have been prepared in accordance with Generally
Accepted Accounting Practices in New Zealand. They comply with the New
Zealand equivalents to International Financial Reporting Standards (NZ IFRS),
and other applicable Financial Reporting Standards, as appropriate for
profit-oriented entities.
The financial statements are presented in New Zealand dollars, the company''s
functional currency, and are rounded to the nearest thousand. They are
prepared using the historical cost basis.
Compliance with International Financial Reporting Standards
The financial statements of Speirs Group Limited comply with International
Financial Reporting Standards ("IFRS").
Entities Reporting
The consolidated financial statements of the ''Group'' are for the economic
entity comprising Speirs Group Limited, its wholly owned subsidiaries Speirs
Foods Limited, Speirs Securitisation LP and Speirs Investments Limited. All
entities within the group are registered in New Zealand.
The Parent Company and the Group are designated as profit-oriented entities
for financial reporting purposes.
Statutory Base
Speirs Group Limited is a company registered under the Companies Act 1993 and
is an issuer in terms of the Financial Reporting Act 1993.
The financial statements have been prepared in accordance with the
requirements of the Financial Reporting Act 1993 and the Companies Act 1993.
Critical Accounting Estimates
The preparation of financial statements in conformity with NZ IFRS and IFRS
requires management to make judgements, estimates and assumptions that affect
the application of policies and reported amounts of assets and liabilities,
income and expenses. The estimates and associated assumptions are based on
historical experience and various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgements about carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from
these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision only affects that period, or in the
period of the revision and future periods if the revision affects both
current and future periods.
Judgements made by management in the application of NZ IFRS and IFRS that
have a significant effect on the financial statements and estimates with a
significant risk of material adjustment in the next year are discussed in
note 3.
2.2 Principles of Consolidation
The consolidated financial statements incorporate the assets, liabilities and
results of Speirs Group Limited (''company'' or ''parent entity''), its wholly
owned subsidiaries Speirs Foods Limited, Speirs Securitisation LP and Speirs
Investments Limited as at 30 June 2012. Speirs Group Limited and its wholly
owned subsidiaries are referred to in these financial statements as the Group
or the consolidated entity.
Subsidiaries are those entities over which the company has the power to
govern the financial and operating policies, generally accompanying a
shareholding of more than one-half of the voting rights coupled with the
ability to appoint the majority of the directors. The existence and effect of
potential voting rights that are currently exercisable or convertible are
considered when assessing whether the company controls another entity.
Intragroup balances and any unrealised gains and losses or income and
expenses arising from intragroup transactions, are eliminated in preparing
the consolidated financial statements. Unrealised losses are eliminated in
the same way as unrealised gains, but only to the extent that there is no
evidence of impairment.
2.3 Associates
Associates are all entities over which the Group has significant influence
but not control, generally evidenced by holding of between 20% and 50% of the
voting rights. Investments in associates are accounted for by the Group by
using the equity method of accounting and are initially recognised at cost.
The Group''s share of its associates'' post-acquisition profits or losses is
recognised in the statement of comprehensive income, and its share of
post-acquisition movements in reserves is recognised in reserves. The
cumulative post-acquisition movements are adjusted against the carrying
amount of the investment. When the Group''s share of losses in an associate
equals or exceeds its interest in the associate, including any other
unsecured receivables, the Group does not recognise further losses, unless it
has incurred obligations or made payments on behalf of the associate.
Unrealised gains on transactions between the Group and its associates are
eliminated to the extent of the Group''s interest in the associates.
Unrealised losses are also eliminated unless the transaction provides
evidence of an impairment of the asset transferred. Accounting policies of
associates have been changed where necessary to ensure consistency with the
policies adopted by the Group.
2.4 Financial Assets
The Group classifies its financial assets in the following category:'' loans
and advances''. The classification depends on the purpose for which the
financial assets were acquired. Management determines the classification of
its financial assets at initial recognition (as determined by their
settlement date) and re-evaluates this designation at every reporting date.
Regular purchases and sales of financial assets are recognised on the trade -
date - the date on which the Group commits to purchase or sell the asset.
Loans and Advances
Loans and advances are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market.
Loans and advances are accounted for at amortised cost using the effective
interest method. Loans and receivables are initially recognised at fair value
inclusive of transaction costs. Loans and receivables are derecognised when
the rights to receive cash flows from them have expired or where the Group
has transferred substantially all risks and rewards of ownership.
2.5 Compound Financial Instruments
Compound financial instruments issued by the group comprise convertible notes
that can be converted to share capital at the option of the holder, and the
number of shares to be issued does not vary with changes in their fair value.
The liability component of a compound financial instrument is recognised
initially at the fair value of a similar liability that does not have an
equity conversion option. The equity component is recognised initially at the
difference between the fair value of the compound financial instrument as a
whole and the fair value of the liability component. Any directly
attributable transaction costs are allocated to the liability and equity
components in proportion to their initial carrying amounts.
Subsequent to initial recognition, the liability component of a compound
financial instrument is measured at amortised cost using the effective
interest method. The equity component of a compound financial instrument is
not re-measured subsequent to initial
recognition except on conversion or expiry.
The equity component of a compound financial instrument is recognised as part
of Contributed Capital.
2.6 IMPAIRMENT
Impairment of Non-Financial Assets
The carrying amounts of the Group''s non-financial assets, other than
inventory and deferred tax assets, are reviewed at each reporting date to
determine whether there is any indication of impairment. If any such
indication exists then the asset''s recoverable amount is estimated. For
intangible assets that have indefinite lives or that are not yet available to
use, the recoverable amount is estimated at each reporting date.
An impairment loss is recognised if the carrying amount of an asset or its
cash-generating unit exceeds its recoverable amount. A cash-generating unit
is the smallest identifiable asset group that generates cash flows that are
largely independent from other assets and groups. Impairment losses are
recognised in the profit or loss. Impairment losses recognised in respect of
cash-generating units are allocated first to reduce the carrying amount of
any goodwill allocated to the units and then to reduce the carrying amount of
the other assets in the unit, or group of units, on a pro-rata basis. The
cash generating units are Speirs Nutritionals Partners LP and Rosa Foods
Limited (associates of Speirs Group Limited), Speirs Investments Limited and
Speirs Foods Limited (wholly owned subsidiaries of Speirs Group Limited).
The recoverable amount of an asset or a cash-generating unit is the greater
of its value in use and its fair value less costs to sell. In assessing value
in use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the
time value of money and the risks specific to the asset.
An impairment loss is reversed if there has been a change in the estimates
used to determine the recoverable amount.
An impairment loss is reversed only to the extent that the asset''s carrying
amount does not exceed the carrying amount that would have been determined,
net of depreciation or amortisation, if no impairment loss had been
recognised.
2.7 Property, Plant and Equipment
Owned Assets
Land is recorded at historical cost. Historical cost includes expenditure
that is directly attributable to the acquisition of the land.
Buildings, plant and equipment, computer equipment and vehicles are stated at
historical cost less accumulated depreciation and impairment losses.
Historical cost includes expenditure that is directly attributable to the
construction or acquisition of the items.
Subsequent costs are included in the asset''s carrying value or recognised as
a separate asset, as appropriate, and only when it is probable that future
economic benefits associated with the item will flow to the Group and the
cost of the item can be reliably measured. All other expenses are charged to
the statement of comprehensive income during the financial period in which
they are incurred.
Land is not depreciated. Depreciation on other assets is calculated using
the straight-line method to allocate assets'' costs less their residual values
to their estimated lives, as follows:
o Buildings 2.50 - 3.00%
o Computer Equipment 12.50 - 20.00%
o Vehicles 20.00%
o Other plant and equipment 10.00 - 25.00%
The assets'' residual values and useful lives are reviewed, and adjusted if
appropriate, at each reporting date.
Gains and losses on disposals are determined by comparing proceeds with
carrying amount. These are included in the statement of comprehensive income.
2.8 Intangible Assets
Acquired computer software and other identifiable intangible assets are
capitalised on the basis of the costs incurred to acquire them and bring them
to use.
Computer software costs and other intangible assets are considered to have a
definite life and are amortised over the best estimate of their useful lives
(4 years).
2.9 Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is
determined using the first-in, first-out (FIFO) method. The cost of finished
goods comprises raw materials, direct labour, other direct costs and related
production overheads (based on normal operating capacity). It excludes any
borrowing costs. Net realisable value is the estimated selling price in the
ordinary course of business, less applicable variable selling expenses.
2.10 Trade Receivables and Loans and Advances
Trade receivables and loans and advances are initially recognised at fair
value and subsequent to initial recognition are measured at amortised cost,
less provision for impairment. A provision for impairment of trade
receivables and loans and advances is established when there is objective
evidence that the Group will not be able to collect all amounts due according
to the original terms of receivables, loan and or advance. Significant
financial difficulties of the debtor, probability that the debtor will enter
bankruptcy or financial reorganisation, and default or delinquency in
payments are considered indicators that the trade receivable is impaired.
2.11 Cash and Cash Equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with
banks, other short-term highly liquid investments with original maturities of
three months or less, and bank overdrafts. Bank overdrafts are shown within
liabilities on the statement of financial position.
2.12 Share Capital
Ordinary shares and perpetual preference 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.
2.13 Trade and Other Payables
Trade and other payables are obligations to pay for goods or services that
have been acquired in the ordinary course of business from suppliers.
Accounts payable are classified as current liabilities if payment is due
within one year or less (or in the normal operating cycle of the business if
longer). If not, they are presented as non-current liabilities.
Trade payables are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method.
2.14 Borrowings
Borrowings are recognised initially at fair value, net of transaction costs
incurred. Borrowings are subsequently stated at amortised cost with any
difference between the proceeds (net of transaction costs) and the redemption
value being recognised in the statement of comprehensive income over the
period of the borrowings using the effective interest method. Interest
expense is recognised using the effective interest method.
Borrowings are classified as current liabilities unless the Group has an
unconditional right to defer settlement of the liability for at least 12
months after the end of the reporting period. Fees paid on the establishment
of loan facilities are recognised as transaction costs of the loan to the
extent that it is probable that some or all of the facility will be drawn
down. In this case, the fee is deferred until the draw-down occurs. To the
extent there is no evidence that it is probable that some or all of the
facility will be drawn down, the fee is capitalised as a pre-payment for
liquidity services and amortised over the period to which it relates.
2.15 Employee Benefits
Bonus Obligations
The Group recognises a liability and an expense for bonuses, based on a
formula that takes into consideration the expected level of payment.
Termination Benefits
Termination benefits are payable when employment is terminated by the Group
before the normal retirement date, or whenever the employee accepts voluntary
redundancy in exchange for these benefits. The Group recognises termination
benefits when it is demonstrably committed to a termination when the entity
has a detailed formal plan to terminate the employment of current employees
without possibility of withdrawal.
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual
leave and accumulating sick leave expected to be settled within 12 months
after the end of the period in which the employees render the related
services are recognised in respect of employees'' services up to the end of
the reporting period and are measured at the amounts expected to be paid when
the liabilities are settled. All short-term employee benefit obligations are
presented as other payables.
2.16 Provisions
A provision is recognised when the Group has a present legal or constructive
obligation as a result of a past event; it is more likely than not that an
outflow of resources will be required to settle the obligation; and the
amount can be reliably estimated. Provisions are not recognised for future
operating losses.
Provisions are measured at the present value of the expenditures expected to
be required to settle the obligation using a pre-tax rate that reflects
current market assessments of the time value of money and the risks specific
to the obligation. The increase in the provision due to passage of time is
recognised as interest expense.
2.17 Income Tax
Income tax on the profit or loss for the year comprises current and deferred
tax. Income tax is recognised in the statement of comprehensive income except
to the extent that it relates to items recognised directly in equity, in
which case it is recognised in the other comprehensive component in the
statement of comprehensive income.
Current tax is the expected tax payable on the taxable income for the year,
using tax rates enacted or substantially enacted at the reporting date, and
any adjustment to tax payable in respect of previous years.
Deferred tax is provided for temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the
amounts used for taxation purposes. However, the deferred income tax is not
recognised if it arises from initial recognition of an asset or liability in
a transaction other than a business combination that at the time of the
transaction affects neither accounting nor taxable profit or loss. The amount
of deferred tax provided is based on the expected manner of realisation or
settlement of the carrying amount of assets and liabilities, using tax rates
enacted or substantively enacted at the reporting date and are expected to
apply when the related deferred tax is realised or settled.
A deferred tax asset is recognised only to the extent that it is probable
that future taxable profits will be available against which the asset can be
utilised. Deferred tax assets are reduced to the extent that it is no longer
probable that the related tax benefit will be realised.
Deferred income tax is provided on temporary differences arising on
investments in subsidiaries and associates, except for deferred income tax
liability where the timing of the reversal of the temporary difference is
controlled by the group and it is probable that the temporary difference will
not reverse in the foreseeable future Deferred income tax assets and
liabilities are offset when there is a legally enforceable right to offset
current tax assets against current tax liabilities and when the deferred
income taxes assets and liabilities relate to income taxes levied by the same
taxation authority on either the same taxable entity or different taxable
entities where there is an intention to settle the balances on a net basis.
2.18 Revenue Recognition
Revenue comprises the fair value of the consideration received or receivable
for the sale of goods and services in the ordinary course of the Group''s
activities. Revenue is shown net of goods and services tax, and is recognised
as follows:
Sales of Goods
Revenue from the sale of goods is recognised in the statement of
comprehensive income when the significant risks and rewards of ownership have
been transferred to the buyer. No revenue is recognised if there are
significant uncertainties regarding recovery of the consideration due,
associated costs, the possible return of goods, or continuing management
involvement with the goods.
Provision of Services
Revenue from the provision of services is recognised in the statement of
comprehensive income when the service has been performed.
Interest Income
Interest income and expense are recognised in the statement of comprehensive
income for all interest-bearing financial instruments, including loans and
advances, using the effective interest method. The effective interest method
is a method of calculating the amortised cost of a financial asset or
liability and of allocating the interest income or interest expense. The
effective interest rate is the rate that exactly discounts the estimated
future cash payments or receipts over the expected life of the instrument or,
when appropriate, a shorter period, to the net carrying amount of the
financial asset or financial liability.
2.19 Other Income
Dividend Income
Dividend income is recognised when the right to receive payment is
established.
2.20 Dividend Distribution
Dividend distributions to the Company''s shareholders are recognised as a
liability in the Group''s financial statements in the period in which the
dividends are approved.
2.21 Segment Reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker. The chief operating
decision-maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Board of
Directors that makes strategic decisions.
2.22 Goods and Services Tax (GST)
The statement of comprehensive income has been prepared so that all
components are stated exclusive of GST. All items in the statement of
financial position are stated net of GST, with the exception of trade
receivables and trade payables, which include GST invoiced.
2.23 Functional and Presentation Currency
Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions
and from the translation at year end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in the profit
and loss component of the statements of comprehensive income, except when
deferred in equity as qualifying cash flow hedges in which case, they are
recognised in other comprehensive income.
2.24 Investment in Subsidiaries and Associates
The Parent Company records its investment in subsidiaries and associates at
cost less any accumulated impairment losses.
3 FINANCIAL RISK MANAGEMENT
Introduction and Overview
The Group had exposure to the following risks arising from its use of
financial instruments:
o Credit risks
o Liquidity risks
o Market risks
The Group manages raw material price risks through negotiated supply
contracts. However, these contracts are for the purpose of receipt in
accordance with the Group''s expected usage requirements only and,
accordingly, are not accounted for as financial instruments.
This note presents information about the Group''s exposure to each of the
above risks, the Group''s objectives, policies and processes for measuring and
managing risk, and the Group''s management of Capital.
Risk Management Framework
The Board of Directors has overall responsibility for the establishment and
oversight of the Group''s risk management framework.
Risk management is carried out and monitored by the senior management team
under policies approved by the Board of Directors. Management identifies,
evaluates and manages financial risks in close co-operation with the Group''s
operating units. The Board provides written principles for overall risk
management, as well as written policies covering specific areas, such as
mitigating interest rate and credit risks, use of derivative financial
instruments and investing excess liquidity.
Credit Risk
Credit risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations, and arises principally from the Group''s loans and advances and
investment securities. For risk management reporting purposes, the Group
considers and consolidates all elements of credit risk exposure.
Management of Credit Risk
The Board of Directors are responsible for the approval of credit risk
policy. Senior management is responsible for the management and oversight of
the credit risk policy established by the Board of Directors.
Each business unit is required to implement Group credit policies and
procedures, with credit approval delegated from senior Management. Each
business unit has a General Manager who reports on all credit related matters
to the Board of Directors. Each business unit is responsible for the quality
and performance of its credit portfolio and for the monitoring and
controlling of all credit risks in its portfolios.
Credit risks in respect of bank balances and short term deposits are managed
by limiting amounts invested in any particular institution or by depositing
amounts with registered banks within New Zealand.
Exposure to Credit Risk
The Group and Company have no ''off-balance sheet'' liabilities. The maximum
credit risk is the amount represented on the statement of financial position.
Financial Assets which subject the Group to credit risks consist of:
Group
December
2012 June
2012 December
2011
$''000 $''000 $''000
Cash and Cash Equivalents 656 339 317
Trade and Other Receivables 2,301 1,649 1,638
Loans and Receivables 200 200 200
The following categories are not impaired, contain no past due balances, nor
contain any impairment allowances: cash and cash equivalents. A summary of
impaired assets, past due assets, and allowances for impairment of loans and
advances and trade and other receivables is set out below:
Loans and Advances Trade and Other Receivables
December
2012 June
2012 December
2011 December
2012 June
2012 December
2011
$''000 $''000 $''000 $''000 $''000 $''000
Carrying Amount 200 200 200 2,431 1,748 1,638
Past Due but not Impaired - - - 28 1 44
Neither Past Due nor Impaired 200 200 200 2,403 1,747 1,594
Total Carrying Amount 200 200 200 2,431 1,748 1,638
o Trade and other receivables totalling $27,675 (30 June 2012: $1,136; 31
December 2011: $43,928) are greater than 90 days overdue but are considered
collectable and are not impaired.
Concentrations of Credit Risk
Concentration of credit risks arises where monetary assets are invested with
a particular individual customer or in a particular industrial or geographic
sector.
The Group manages concentration of credit risk by placing restrictions on the
maximum amounts which may be deposited with a Registered Bank.
Liquidity Risk
Liquidity risk is the risk that the Group will encounter difficulty in
meeting obligations from its financial liabilities.
Management of Liquidity Risk
The Group''s approach to managing liquidity is to ensure, as far as possible,
that it will always have sufficient liquidity to meet its liabilities when
due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Group''s reputation.
The Group mitigates its liquidity risk through the holding of liquid cash
reserves and by having supporting credit lines.
Based on current cash flow projections the Directors expect that the Group
will have sufficient liquidity to meet the Group''s ongoing requirements. For
this reason the Directors consider that the adoption of the going concern
assumption is appropriate
Exposure to Liquidity Risk
The following tables set out the contractual cash flows for all financial
assets and liabilities and derivatives that are settled on a gross cash flow
basis:
31 December 2012 Carrying Amount Gross Nominal Cash Flow On Demand Less than
3 Months 3-6 Months 6-12 Months 1-2 Years 2-5 Years
$''000 $''000 $''000 $''000 $''000 $''000 $''000 $''000
Non-Derivative Assets
Cash and Cash Equivalents 656 656 656 - - - - -
Loans and Advances 200 211 - 5 206 - - -
Trade and Other Receivables 1,858 1,858 - 1,285 - - - 573
Total 2,714 2,725 656 1,290 206 - - 573
31 December 2012 Carrying Amount Gross Nominal Cash Flow On Demand Less than
3 Months 3-6 Months 6-12 Months 1-2 Years 2-5 Years
$''000 $''000 $''000 $''000 $''000 $''000 $''000 $''000
Non-Derivative Liabilities
Trade and Other Payables 2,966 2,966 - 2,966 - - - -
Borrowings 4,298 4,681 - 98 98 3,802 683 -
Total 7,264 7,647 - 3,064 98 3,802 683 -
30 June 2012 Carrying Amount Gross Nominal Cash Flow On Demand Less than 3
Months 3-6 Months 6-12 Months 1-2 Years 2-5 Years
$''000 $''000 $''000 $''000 $''000 $''000 $''000 $''000
Non-Derivative Assets
Cash and Cash Equivalents 339 339 339 - - - - -
Loans and Advances 200 221 - 5 5 211 - -
Trade and Other Receivables 1,748 1,748 - 1,205 - - - 543
Total 2,287 2,308 339 1,210 5 211 - 543
30 June 2012 Carrying Amount Gross Nominal Cash Flow On Demand Less than 3
Months 3-6 Months 6-12 Months 1-2 Years 2-5 Years
$''000 $''000 $''000 $''000 $''000 $''000 $''000 $''000
Non-Derivative Liabilities
Trade and Other Payables 1,814 1,814 - 1,814 - - - -
Borrowings 4,086 4,593 - 94 94 188 4,217 -
Total 5,900 6,407 - 1,908 94 188 4,217 -
31 December 2011 Carrying Amount Gross Nominal Cash Flow On Demand Less than
3 Months 3-6 Months 6-12 Months 1-2 Years 2-5 Years
$''000 $''000 $''000 $''000 $''000 $''000 $''000 $''000
Non-Derivative Assets
Cash and Cash Equivalents 317 317 317 - - - - -
Loans and Advances 200 232 - 5 5 11 211
Trade and Other Receivables 1,638 1,638 - 1,638 - - - -
Total 2,155 2,187 317 1,643 5 11 211 -
31 December 2011 Carrying Amount Gross Nominal Cash Flow On Demand Less than
3 Months 3-6 Months 6-12 Months 1-2 Years 2-5 Years
$''000 $''000 $''000 $''000 $''000 $''000 $''000 $''000
Non-Derivative Liabilities
Trade and Other Payables 1,870 1,870 - 1,870 - - - -
Borrowings 4,639 5,470 - 106 106 213 4,523 522
Total 6,509 7,340 - 1,976 106 213 4,523 522
The Group had no contractual cash flows with respect to financial liabilities
going out beyond 5 years.
The above tables show the undiscounted cash flows of the Group''s financial
liabilities on the basis of their earliest possible contractual maturity.
The gross nominal cash flow disclosed in the above tables is the contractual,
undiscounted cash flow on the financial liability.
Market Risk
Market risk is the risk that changes in market prices, such as interest rate,
equity prices, foreign exchange rates and credit spreads (not relating to
changes in the obligor / issuer''s credit standing) will affect the Group''s
income or the value of its holdings of financial instruments. The objective
of market risk management is to manage and control market risk exposures
within acceptable parameters, while optimising return on risk.
Management of Market Risk
The Group undertakes minimal transactions denominated in foreign currencies.
At 31 December 2012, 30 June 2012 and 31 December 2011 the Group had no
foreign currency exposures.
Equity price risk and credit spread risk (not relating to the obligor /
issuer''s credit standing) are not monitored by management as they are not
currently significant in relation to the overall results and financial
position of the Group.
Exposure to Interest Rate Risk
Interest rate margin risk arises as a result of mismatches between the
repricing dates of advances and debt securities.
The interest rate gap position is calculated based on the earlier of the
underlying instruments'' maturity date or repricing date. A summary of the
interest rate gap positions is as follows:
31 December 2012 Carrying Amount Non-Interest Bearing Less than 3 Months 3-6
Months 6-12 Months 1-2 Years 2-5 Years
$''000 $''000 $''000 $''000 $''000 $''000 $''000
Cash and Cash Equivalents 656 453 203 - - - -
Loans and receivables 200 - - 200 - - -
856 453 203 200 - - -
Borrowings 4,298 - - - 3,643 655 -
4,298 - - - 3,643 655 -
(3,442) 453 203 200 (3,643) (655) -
The Directors intend to renegotiate funding lines when the above liabilities
arise in 2013.
30 June 2012 Carrying Amount Non-Interest Bearing Less than 3 Months 3-6
Months 6-12 Months 1-2 Years 2-5 Years
$''000 $''000 $''000 $''000 $''000 $''000 $''000
Cash and Cash Equivalents 339 234 105 - - - -
Loans and Receivables 200 - - - 200 - -
539 234 105 - 200 - -
Borrowings 4,086 - - 1,190 - 2,896 -
4,086 - - 1,190 - 2,896 -
(3,547) 234 105 (1,190) 200 (2,896) -
The Directors intend to renegotiate funding lines when the above liabilities
arise in 2013.
31 December 2011 Carrying Amount Non-Interest Bearing Less than 3 Months 3-6
Months 6-12 Months 1-2 Years 2-5 Years
$''000 $''000 $''000 $''000 $''000 $''000 $''000
Cash and Cash Equivalents 317 239 78 - - - -
Loans and receivables 200 - - - - 200
517 239 78 - - 200 -
Borrowings 4,639 - - - 1,190 2,949 500
4,639 - - - 1,190 2,949 500
(4,122) 239 78 - (1,190) (2,749) (500)
The Group had no contractual cash flows with respect to financial assets
going out beyond 5 years.
Capital Management
The Group''s capital includes share capital and accumulated deficits. The
Group''s policy is to maintain a strong capital base so as to maintain
investor, creditor and market confidence and to sustain future development of
the business. To achieve this the Directors and management monitor such
matters as profitability and capital held on a monthly basis.
The Group''s equity at the reporting dates comprises:
31 December
2012
$''000
30 June
2012
'' $''000
31 December
2011
$''000
Contributed Equity 13,391 13,391 12,807
Accumulated Deficits (12,872) (12,509) (12,040)
Total Equity Balance at Period End 519 882 767
There have been no material changes in the Group''s management of capital
during the period.
4 CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS
The Group makes assumptions and estimates that affect the reported amounts of
assets and liabilities. Estimates and judgements are continually evaluated
and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the
circumstances. The accounting estimates and assumptions deemed critical to
the Group''s results and financial position, based upon materiality and
significant judgements and estimates, are discussed below:
Valuation Assumptions of Investment in Rosa Foods Limited
The Group has conducted impairment tests over this cash generating unit using
cash flow projections based on financial forecasts approved by senior
management covering a five year period and an assumed terminal real growth
rate of 2% (2012: 2%). The Group has applied a discount rate of 18.80%
(2012: 18.80%) to pre tax cash flows.
Recoverability of NFA Limited (In Liquidation) Perpetual Bonds
The recoverability of the Bonds is subject to any proceeds received from the
Liquidator of NFA Limited. As there is little prospect of any future
recoveries the directors have deemed it appropriate that a full provision
remains in place against the Bonds.
Speirs Nutritionals Partners LP
Speirs Group Limited''s carrying value of its investment in Speirs
Nutritionals Partners LP is based upon the underlying value of the Limited
partnership''s net assets. The Limited Partnership is currently in the
process of disposing of some items of plant and equipment. At 31 December
2012 best estimates of the estimated selling value of certain items of plant
and equipment have been made and appropriate impairment provisions made.
Should the actual sales value be less than the estimated realisable value
additional losses will be incurred.
Valuation of Subordinated Debt in Speirs Securities Limited
Speirs Securitisation LP''s carrying value in relation to its share of the
subordinated debt in Speirs Securities Limited is dependent upon the recovery
of loans made to Speirs Securities Limited borrowers, which are predominantly
secured over commercial motor vehicles. In arriving at the carrying value of
Speirs Securitisation LP''s share of the subordinated debt in Speirs
Securities Limited provision has been made for non performance by some
borrowers.
5 SEGMENT REPORTING
For the purposes of this note, the chief operating decision-maker has been
identified as the Board of Directors of Speirs Group Limited. The Board
reviews the Group''s internal reporting pack on a monthly basis to assess
performance and to allocate resources. Within the pack, operating segments
have primarily been determined with reference to differences in products and
services.
The Board of Directors assesses the performance of the operating segments
based on a measure of net profit after tax. This measurement basis excludes
the effects of non-recurring expenditure from the operating segments such as
restructuring costs, legal expenses and goodwill impairments when the
impairment is the result of an isolated, non-recurring event.
A summarised description of each business unit is shown below:
Speirs Foods The supply of salad and fresh cut vegetables to retailers and
caterers.
Corporate The Group has some central operations and corporate costs which
are not allocated to business segments. This includes the operations of
Speirs Investments Limited and Speirs Securitisation LP
The Group operates predominantly within New Zealand.
Group 6 months 31 December 2012 Speirs Foods Corporate Reconciliation
Consolidated
$''000 $''000 $''000 $''000
External Revenue
Interest Income 2 11 - 13
Revenue 7,476 - - 7,476
Other Income 92 277 - 369
Intersegment Revenue/(Eliminations) - 433 (433) -
Total Segment Revenue/(Eliminations) 7,570 721 (433) 7,858
Interest Expense (30) (237) - (267)
Overall Segment Result 77 (9) (400) (332)
Income Tax Expense -
Profit/(Loss) for the 6 Month Period (332)
Segment Assets 6,581 5,202 (4,000) 7,783
Segment Liabilities 3,670 3,594 - 7,264
Depreciation, Impairment and Amortisation 195 - - 195
Capital Expenditure 71 - - 71
The Group receives Trading Income from two customers who account for 74% of
total Trading Income
Group 12 months June 2012 Speirs Foods Corporate Reconciliation
Consolidated
$''000 $''000 $''000 $''000
External Revenue
Interest Income 8 21 - 29
Revenue 13,393 - - 13,393
Other Income 147 599 - 746
Intersegment Revenue / (Eliminations) - 866 (866) -
Total Segment Revenue 13,548 1,486 (866) 14,168
Interest Expense (44) (572) - (616)
Overall Segment Result 136 53 (940) (751)
Income Tax Expense -
Profit/(Loss) for the Year (751)
Segment Assets 5,252 5,530 (4,000) 6,782
Segment Liabilities 2,017 3,883 - 5,900
Depreciation and Amortisation 504 - - 504
Capital Expenditure 105 - - 105
The Group receives Trading Income from two customers who account for 76% of
total Trading Income
Group 6 months 31 December 2011 Speirs Foods Corporate Reconciliation
Consolidated
$''000 $''000 $''000 $''000
External Revenue
Interest Income 3 11 - 14
Trading Income 7,108 - - 7,108
Other Income 62 6 - 68
Intersegment Revenue/(Eliminations) - 433 (433) -
Total Segment Revenue/(Eliminations) 7,173 450 (433) 7,190
Interest Expense (23) (290) - (313)
Share of Loss of Associates - (131) - (131)
Overall Segment Result 293 (142) (433) (282)
Income Tax Expense -
Profit/(Loss) for the 6 Month Period (282)
Segment Assets 6,285 4,996 (4,000) 7,281
Segment Liabilities 2,492 4,022 - 6,514
Depreciation and Amortisation 237 - - 237
Capital Expenditure 45 - - 45
The Group receives Trading Income from two customers who account for 77% of
total Trading Income
6 FINANCIAL ASSETS AND LIABILITIES
Accounting Classifications and Fair Values
The table below sets out the Group''s classification of each class of
financial assets and liabilities, and their fair values (excluding accrued
interest).
31 December 2012 Available for Sale Loans and Receivables Other Amortised
Cost Total Carrying Value Fair Value
$''000 $''000 $''000 $''000 $''000
Cash and Cash Equivalents - 656 - 656 656
Loans and Advances - 200 - 200 200
Trade and Other Receivables 573 1,858 - 2,431 2,431
573 2,714 - 3,287 3,287
Trade and Other Payables - - 2,966 2,966 2,966
Borrowings - - 4,298 4,298 4,298
- - 7,264 7,264 7,264
30 June 2012 Available for Sale Loans and Receivables Other Amortised Cost
Total Carrying Value Fair Value
$''000 $''000 $''000 $''000 $''000
Trade and Other Receivables 543 1,205 - 1,748 1,748
Loans and Advances - 200 - 200 200
Cash and Cash Equivalents - 339 - 339 339
543 1,744 - 2,287 2,287
Trade and Other Payables - - 1,814 1,814 1,814
Borrowings - - 4,086 4,086 4,086
- - 5,900 5,900 5,900
31 December 2011 Loans and Receivables Other Amortised Cost Total Carrying
Value Fair Value
$''000 $''000 $''000 $''000
Cash and Cash Equivalents 317 - 317 317
Loans and Advances 200 - 200 200
Trade and Other Receivables 1,638 - 1,638 1,638
2,155 - 2,155 2,155
Trade and Other Payables - 1,870 1,870 1,870
Borrowings - 4,639 4,639 4,639
- 6,509 6,509 6,509
Determination of Fair Values
The fair value of financial instruments traded in active markets is based on
quoted market prices at the balance sheet date.
The fair value of financial instruments that are not traded in an active
market is determined by using valuation techniques. These valuation
techniques maximise the use of observable market data where it is available
and rely as little as possible on entity specific estimates.
Cash and Cash Equivalents - at face value, as this approximates fair value
Trade and Other Receivables - at face value, after allowance for any assessed
impairment, as this approximates fair value
Investments in Debt and Equity Securities - at market or, if no active
market, at value assessed by management using a valuation technique and
approved by directors.
Non-Derivative Financial Liabilities - at net present value.
7 EMPLOYEE BENEFITS EXPENSE
6 months
31 December 2012
$''000 12 months
30 June
2012
$''000 6 months
31 December
2011
$''000
Wages and Salaries 2,053 3,343 1,700
Other Personnel Expenses 49 70 77
Total Personnel Expenses 2,102 3,413 1,777
8 OTHER INCOME
6 months
31 December 2012
$''000 12 months
30 June
2012
$''000 6 months
31 December
2011
$''000
Rental Income 52 72 24
Gain on Sale of Property, Plant and Equipment - - 5
Gain on Acquisition of Speirs Securities Limited 50 555 -
Other Income 267 119 39
Total Other Income 369 746 68
9 OTHER EXPENSES
6 months
31 December 2012
$''000 12 months
30 June
2012
$''000 6 months
31 December
2011
$''000
Fees Paid to Auditors
Statutory Audit of Financial Statements - KPMG 19 36 17
Under accrual of 2012 Audit Fee - KPMG 6 - -
Under accrual of 2011 Audit Fee - PwC - 12 12
Other Assurance Services - KPMG* - - -
Taxation Compliance Services - PwC - 6 -
Directors Fees - Parent 49 130 70
Directors Fees - Subsidiaries 26 32 5
Insurance 137 248 110
Legal Fees - Speirs Securitisation LP Transaction - 185 -
Legal Fees 30 28 5
Loss on Disposal of Sale of Property, Plant and Equipment - 27 -
Rental Expenditure 23 7 1
Other Expenses 262 685 271
Total Other Expenses 552 1,396 491
* In the year ended 30 June 2012 KPMG was paid $7,700 for advice provided in
relation to the issue of the Perpetual Preference Shares. In accordance with
IFRS this amount was deducted from the equity raised rather than appearing as
an expense in the Statement of Comprehensive Income.
10 NET INTEREST EXPENSE
6 months
31 December 2012
$''000 12 months
30 June
2012
$''000 6 months
31December
2011
$''000
Interest Income
Cash and Cash Equivalents 2 8 3
Loans and Advances 11 21 11
Total Interest Income 13 29 14
Interest Expense
Borrowings
Convertible Redeemable Preference Shares 116 293 146
Unwind of Discount on Convertible Redeemable Preference Shares 62 147 74
Secured Stock 60 119 60
Mortgage 26 44 23
On all other borrowings 3 13 10
Total Interest Expense 267 616 313
Net Interest Expense 254 (587) (299)
11 INCOME TAX EXPENSE
6 months
31 December 2012
$''000 12 months
30 June
2012
$''000 6 months
31 December
2011
$''000
Tax Expense
Current Tax - - -
Deferred Tax - - -
Income Tax Expense - - -
6 months
31 December 2012 12 months
30 June 2012 6 months
31 December 2011
$''000 $''000 $''000
Reconciliation of Effective Tax Rate
Profit/(Loss) Before Income Tax (332) (751) (282)
Income Tax at 28 % (93) (210) (79)
Loss on Associates 19 44 30
Non-deductible Expenses 51 133 63
Unrecognised Future Income Tax Benefit 23 33 (14)
- - -
6 months
31 December
2012
$''000 12 months
30 June
2012
$''000 6 months
31 December
2011
$''000
Imputation Credits
Imputation Credits at Start of Period 3,820 3,945 3,945
Income Tax Paid/(Refunds Received) - - -
Imputation Credits Attached to Dividends Received - - -
Imputation Credits Attached to Convertible Redeemable Preference Share
Dividends Paid (63) (125) (63)
Imputation Credits at Period End 3,757 3,820 3,882
The imputation credits are available to shareholders of the Company through
their shareholdings in the Company.
12 EARNINGS PER SHARE
Basic and Diluted Loss per Share
6 months
31 December
2012
$''000 12 months
30 June
2012
$''000 6 months
31 December
2011
$''000
Loss Attributable to Ordinary Shareholders
Loss for the Period (332) (751) (282)
Loss for the Period Attributable to Ordinary Shareholders (332) (751) (282)
6 months
31 December
2012
''000 12 months
30 June
2012
''000 6 months
31 December
2011
''000
Weighted Average Number of Ordinary Shares
Issued Ordinary Shares at beginning of period 11,335 10,835 10,835
Issued Ordinary Shares at end of period 11,335 11,335 11,335
Weighted Average Number of Ordinary Shares at Period End 11,335 10,085
11,085
13 CASH AND CASH EQUIVALENTS
31 December
2012
$''000 30 June
2012
$''000 31 December
2011
$''000
Cash at Bank 453 234 239
Short Term Deposits - Call 203 105 78
Total Cash & Cash Equivalents 656 339 317
All cash and cash equivalents are held in registered banks.
The Company has no overdraft facility.
14 TRADE AND OTHER RECEIVABLES
31 December 2012
Gross Amount
$''000 Impairment Allowance
$''000 Carrying Amount
$''000
Trade and Other Receivables
Trade Receivables 1,728 - 1,728
Subordinated Debt in Speirs Securities Limited 573 - 573
Prepayments 130 - 130
Total Trade and Other Receivables 2,431 - 2,431
Current 1,858 - 1,858
Non Current 573 - 573
Total 2,431 - 2,431
Trade and Other Receivables are considered to be collectable in full.
Accordingly, no allowance for impairment has been made.
30 June 2012
Gross Amount
$''000 Impairment Allowance
$''000 Carrying Amount
$''000
Trade and Other Receivables
Trade Receivables 1,086 - 1,086
Subordinated Debt in Speirs Securities Limited 543 - 543
GST Refund 20 - 20
Prepayments 99 - 99
Total Trade and Other Receivables 1,748 - 1,748
Current 1,205 - 1,205
Non Current 543 - 543
Total 1,748 - 1,748
Trade and Other Receivables are considered to be collectable in full.
Accordingly, no allowance for impairment has been made.
31 December 2011
Gross Amount
$''000 Impairment Allowance
$''000 Carrying Amount
$''000
Trade and Other Receivables
Trade Receivables 1,638 - 1,638
Prepayments 158 - 158
Total Trade and Other Receivables 1,796 - 1,796
Current 1,796 - 1,796
Non Current - - -
Total 1,796 - 1,796
Trade and Other Receivables are considered to be collectable in full.
Accordingly, no allowance for impairment has been made.
15 INVENTORIES
31 December
2012
$''000 30 June
2012
$''000 31 December
2011
$''000
Inventories
Raw Materials and Consumables 429 312 366
Finished Goods 127 64 60
Total 556 376 426
No inventory is subject to retention of title clauses.
16 ASSOCIATE ENTITIES
Overall Summary
Investments Equity Accounted
31 December
2012
$''000
30 June
2011
$''000
331 December
2011
$''000
Share of Rosa Foods Limited 424 417 412
Share of Speirs Nutritionals Partners LP 222 284 434
646 701 846
Share of Profit/(Loss) of Associates 6 months
31 December
2012
$''000 12 months
30 June
2011
$''000 6 months
3 31 December
2011
$''000
Share of Profit/(Loss) of Rosa Foods Limited 7 (10) (15)
Share of Profit/(Loss) of Speirs Nutritionals Partners LP (62) (266) (116)
(55) (276) (131)
(a) Rosa Foods Limited
On 1 April 2008 Speirs Group Limited purchased 40% of the ordinary shares of
Rosa Foods Limited ("Rosa"). Rosa is a Wellington based food manufacturer
providing prepared meal products to the supermarket chains. Rosa has a
reporting date of 31 March. Financial information for Rosa has been
extracted from management accounts for the period ended 31 December 2012.
The Company did not receive a dividend from Rosa during the period ended 31
December 2012.
6 months
31 December
2012
$''000 12 months
30 June
2012
$''000 6 months
31 December
2011
$''000
Opening Balance 417 427 427
Share of profit/(loss) after tax of associate 7 (10) (15)
Closing Balance 424 417 412
At period end the statement of financial position of Rosa was as follows:
31 December
2012
$''000
30 June
2012
$''000
31 December
2011
$''000
Current Assets 472 355 358
Goodwill 550 550 550
Property Plant and Equipment 555 591 627
Total Assets 1,577 1,496 1,535
Current Liabilities 542 440 454
Non Current Liabilities 85 124 161
Total Liabilities 627 564 615
Net Assets 950 932 920
(b)Speirs Nutritionals Partners LP
On 1 February 2010 Speirs Group Limited acquired a 59.61% interest in Speirs
Nutritionals Partners LP ("SNPLP") in return for selling the Company''s shares
in Speirs Nutritionals Limited following a restructuring of the entities
within the Group. Subsequently Speirs Group Limited increased its interest
to 60.657%. SNPLP is a Limited Partnership which was formed when Speirs
Nutritionals trading entity was changed from that of a company to that of a
Limited Partnership. Financial information for SNPLP has been extracted from
management accounts. Speirs Nutritionals is not accounted for as a
subsidiary as Speirs Group (under the terms of the underlying Partnership
Agreement) does not have control of Speirs Nutritionals. It does, however,
have significant influence.
31 December
2012
$''000
30 June
2012
$''000
31 December
2011
$''000
Share of surplus/(deficit) of associate (62) (266) (116)
Less share of dividends received - - -
Net addition/(deletion) to the investment carrying value (62) (266) (116)
Share of associate''s equity at the beginning of the period 284 550 550
Closing Balance 222 284 434
At period end the statement of financial position of SNPLP was as follows:
31 December
2012
$''000
30 June
2012
$''000
31 December
2011
$''000
Current Assets 113 105 59
Property Plant and Equipment 502 568 913
Total Assets 615 673 972
Current Liabilities 248 4 57
Non Current Liabilities - 200 200
Total Liabilities 248 204 257
Net Assets 367 469 715
Speirs Group Share (60.657%) 222 284 434
17 LOANS AND ADVANCES
31 December
2012
$''000 30 June
2012
$''000 31 December
2011
$''000
Allied Capital - Convertible Redeemable Preference Shares - - 500
Allied Capital - Debt Owing - 500 -
Loan to Speirs Nutritionals LP 200 200 200
NFA Limited (In Liquidation) (previously Allied Nationwide Finance Limited)
Perpetual Bonds 2,000 2,000 2,000
2,200 2,700 2,700
Provision for Impairment (2,000) (2,500) (2,500)
Carrying Value 200 200 200
Current 200 200 -
Non Current - - 200
Total 200 200 200
Allied Capital Convertible Redeemable Preference Shares/Debt Owing
As part of the sale of the Group''s shareholding in Allied Farmers Limited to
Allied Capital Limited on 22 May 2009 the Group received 500,000 $1
Convertible Redeemable Preference Shares in Allied Capital Limited. The main
terms of issue are that the Convertible Redeemable Preference shares have a
coupon rate of 10% per annum. The Convertible Redeemable Preference shares
could be converted (at Speirs'' option) to either cash or ordinary shares in
Allied Capital Limited in the period from 30 May 2011 to 30 May 2012.
On 29 February 2012 Speirs Group Limited converted its Allied Capital
Convertible Redeemable Preference Shares into an unsecured debt owing from
Allied Capital Limited. The unsecured debt ranks ahead of Allied Capital
Limited''s shareholders funds.
On 6 June 2012 Speirs Group Limited applied to the High Court to have a
liquidator appointed to liquidate Allied Capital Limited. On 18 July 2012 the
High Court appointed the Official Assignee as Allied Capital Limited''s
liquidator.
On 24 August 2012 the first liquidator''s report noted that "from present
information based on investigations conducted by the liquidator, the company
has no assets of any value to the unsecured creditors". For this reason the
directors wrote off this fully provided receivable in the period ending 31
December 2012. A full provision for impairment for this asset had previously
been made, therefore no additional loss was incurred. On 24 January 2013 the
Liquidator issued their final report which advised that "No funds were
received for the benefit of creditors" and that Allied Capital Limited would
shortly be struck off the Register of Companies.
NFA Limited (In Liquidation) (Previously Allied Nationwide Finance Limited)
Perpetual Bonds
As part of the sale of the finance division of Speirs Group Limited on 30
September 2008, the Group received, as part of the consideration 2,000,000 $1
Subordinated Perpetual Bonds in Allied Nationwide Finance Limited. The
Allied Nationwide Finance Limited Perpetual Bonds ("The Bonds") have a par
value of $1.00 per bond.
The interest rate on the Bonds is reset annually on the 30th of September at
the greater of 10.00% or the one year swap rate plus 4.50%. For the period
ended 31 December 2012 the interest rate applicable to The Bonds was 10.00%.
The Bonds are a component of Subordinated Debt of Allied Nationwide Finance
Limited.
During the year ended 30 June 2010 the Bonds were transferred to a wholly
owned subsidiary of Speirs Group Limited, Speirs Investments Limited. 0n 20
August 2010 Allied Nationwide Finance Limited went into receivership. On 2
August 2012 Allied Nationwide Finance Limited (In Receivership) changed its
name to NFA Limited. On 31 October 2012 NFA Limited was placed into
liquidation. At 31 December 2012 NFA Limited (In Receivership and
Liquidation) remains in receivership and liquidation. For this reason the
directors have decided to continue to fully impair this receivable.
Loan to Speirs Nutritionals Partners LP
The Group has a loan facility to Speirs Nutritionals Partners LP. The
facility is supported by a first charge over the assets of Speirs
Nutritionals Partners LP. The interest rate on the loan is 10.50%. The loan
matures on 30 June 2013. Note 16 discloses the assets and liabilities of
Speirs Nutritionals Partners LP at 31 December 2012 and 2011 and 30 June
2012.
18 DEFERRED INCOME TAX ASSET
Unrecognised Deferred Tax Assets
The Group has a deferred tax asset of $7,908,490 (30 June 2012: $7,885,939;
31 December 2011: $7,838,934) which has not been recognised. The asset not
recognised is principally composed of tax losses which would require taxable
profit to realise them in excess of that which can be reliably estimated in
the medium term.
19 PROPERTY, PLANT AND EQUIPMENT
31 December 2012 Land Buildings Computer Equipment Vehicles Other Plant &
Equipment Capital Work in Progress Total
$''000 $''000 $''000 $''000 $''000 $''000 $''000
Cost or Valuation
Balance at Start of Period 80 2,806 912 385 4,235 12 8,430
Additions - 26 4 17 13 11 71
Disposals - - - - - - -
Balance at Period End 80 2,832 916 402 4,248 23 8,501
Depreciation and Impairment Losses
Balance at Start of Period - 602 736 310 3,381 - 5,029
Depreciation for the Period - 60 26 12 96 - 194
Impairment - - - - (5) - (5)
Disposals - - - - - - -
Balance at Period End - 662 762 322 3,472 - 5,218
Carrying Amounts
At Start of Period 80 2,204 176 75 854 12 3,401
At Period End 80 2,170 154 80 776 23 3,283
30 June 2012 Land Buildings Computer Equipment Vehicles Other Plant &
Equipment Capital Work in Progress Total
$''000 $''000 $''000 $''000 $''000 $''000 $''000
Cost or Valuation
Balance at Start of Period 80 2,794 910 386 4,279 6 8,455
Additions - 12 2 15 70 6 105
Disposals / Transfers - - - (16) (114) - (130)
Balance at Period End 80 2,806 912 385 4,235 12 8,430
Depreciation and Impairment Losses
Balance at Start of Period - 484 681 303 3,129 - 4,597
Depreciation for the Year - 118 55 23 242 - 438
Impairment - - - - 54 - 54
Disposals - - - (16) (44) - (60)
Balance at Period End - 602 736 310 3,381 - 5,029
Carrying Amounts
At Start of Period 80 2,310 229 83 1,150 6 3,858
At Period End 80 2,204 176 75 854 12 3,401
31 December 2011 Land Buildings Computer Equipment Vehicles Other Plant &
Equipment Capital Work in Progress Total
$''000 $''000 $''000 $''000 $''000 $''000 $''000
Cost or Valuation
Balance at Start of Period 80 2,794 910 386 4,279 6 8,455
Additions - 13 2 15 11 4 45
Disposals - - - (16) - - (16)
Balance at Period End 80 2,807 912 385 4,290 10 8,484
Depreciation and Impairment Losses
Balance at Start of Period - 484 681 303 3,129 - 4,597
Depreciation for the Period - 59 29 12 130 - 230
Disposals - - - (16) - - (16)
Balance at Period End - 543 710 299 3,259 - 4,811
Carrying Amounts
At Start of Period 80 2,310 229 83 1,150 6 3,858
At Period End 80 2,264 202 86 1,031 10 3,673
20 INTANGIBLES
31 December 2012
Purchased Software 30 June 2012 Purchased Software 31 December 2011
Purchased Software
$''000 $''000 $''000
Cost
Balance at Start of Period 165 164 164
Additions - 1 1
Disposals - - -
Balance at Period End 165 165 165
Amortisation and Impairment Losses
Balance at Start of Period 148 135 135
Amortisation for the Period 6 13 7
Impairment Loss - - -
Balance at Period End 154 148 142
Carrying Amounts
At Start of Period 17 29 29
At Period End 11 17 23
21 TRADE AND OTHER PAYABLES
31 December
2012
$''000 30 June
2012
$''000 31 December
2011
$''000
Trade and Other Payables
Other Trade Payables 2,199 1,397 1,263
Provisions 5 5 5
Non-Trade Payables and Accrued Expenses 762 412 607
2,966 1,814 1,875
22 BORROWINGS
31 December
2012
$''000 30 June
2012
$''000 31 December
2011
$''000
Borrowings
Secured Stock - Speirs Investments 1,190 1,190 1,190
Convertible Redeemable Preference Shares 2,453 2,391 2,949
Mortgage Facility 655 505 500
4,298 4,086 4,639
Current 3,643 - -
Non-Current 655 4,086 4,639
4,298 4,086 4,639
The weighted average effective interest rates with respect to borrowings are
set out in the table below:
31 December
2012
% 30 June
2012
% 31 December
2011
%
Borrowings
Secured Stock - Speirs Investments Limited 10.00% 10.00% 10.00%
Convertible Redeemable Preference Shares 9.00% 9.00% 9.00%
Mortgage 8.25% 8.25% 8.25%
Secured Stock - Speirs Investments Limited
The secured stock is secured under the Terms of the Trust Deed dated 20 July
2009 between Speirs Investments Limited and Perpetual Trust Limited. The
secured stock matures on 2 October 2013. The interest rate on the secured
stock is reset annually on the 30th of September at the greater of 10.00% or
the one year swap rate plus 4.50%.
Mortgage Facility
Speirs Foods Limited has a mortgage funding facility for up to $985,000. The
facility has a maturity date of 10 July 2014. The facility is secured by a
mortgage over the properties owned by Speirs Foods Limited, along with a
charge over the assets and undertakings of Speirs Foods Limited and an
unsecured guarantee from Speirs Group Limited.
Convertible Redeemable Preference Shares
During the year ended 30 June 2010 3,250,000 convertible redeemable
preference shares were issued at $1 each. The convertible redeemable
preference shares have a redemption date of 14 December 2013. At the
redemption date the holders of the convertible redeemable preference shares
have the option in redeeming their shares in cash (on a $ for $ basis) or
converting the convertible redeemable preference shares to ordinary shares in
the company at a ratio of 3 ordinary shares for every 2 convertible
redeemable preference shares held. The convertible redeemable preference
shares rank behind all other liabilities of the company but ahead of ordinary
shareholders. During the year ended 30 June 2012, in accordance with
shareholder resolutions passed at a special shareholder meeting, 679,000
convertible redeemable preference shares were repurchased and cancelled by
the company.
23 CONTRIBUTED CAPITAL
31 December
2012
$''000 30 June
2012
$''000 31 December
2011
$''000
Balance at Beginning of Period 13,391 12,757 12,757
Issue of Perpetual Preference Shares (net of issue costs) - 584 -
Issue of 500,000 Ordinary Shares at 10c per share - 50 50
Balance at Period End 13,391 13,391 12,807
The Company has issued Convertible Redeemable Preference Shares (see Note
22). Under NZ IFRS such instruments are required to be discounted using an
appropriate discount rate for instruments of similar risk. Any variance
between the discounted cash flow calculation and the carrying value is
accounted for as a component of Contributed Capital.
Ordinary Shares
Ordinary Shares
31 December
2012
''000 30 June
2012
''000 31 December
2011
''000
Number of Shares on issue at Start of Period 11,335 10,835 10,835
Issue of Fully Paid Ordinary Shares - 500 500
Number of Shares on issue at Period End 11,335 11,335 11,335
The total authorised number of ordinary shares is 11,334,576 (30 June 2012:
11,334,576; 31 December 2011 11,334,576). All issued shares were fully paid.
There are no preferences or restrictions attached to this class of share.
Perpetual Preference Shares
Perpetual Preference Shares
31 December
2012
''000 30 June
2012
''000 31 December
2011
''000
Number of Shares on issue at Start of Period 679 - -
Issue of Fully Paid Perpetual Preference Shares - 679 -
Number of Shares on issue at Period End 679 679 -
During the year ended 30 June 2012, in accordance with shareholder
resolutions passed at a special shareholder meeting, 679,000 perpetual
preference shares ("PPS") were issued at $1 each
The table below sets out some of the key terms of the PPS.
Issue price $1.00 each.
Dividends payable by the Company Dividends are only payable if authorised by
the Board. If authorised, dividends are payable at the higher of:
(a) 9% per annum; and
(b) the average bid and offered swap rate for a one year swap as quoted on
the Reuters Screen Page "FISSWAP" (which is currently around 2.4%) plus 5%.
No dividends may be authorised by the Board in respect of ordinary shares in
the Company unless dividends are authorised in respect of the PPS and all
dividends on the PPS, including authorised but unpaid dividends, have been
paid.
Ranking in respect of dividends Behind the dividends payable on the CRPS,
equally with all other dividends payable on the PPS, and ahead of dividends
payable on ordinary shares in the Company and any other shares in the Company
that are expressed to rank behind the PPS.
When redeemable May, at the sole option of the Company, be redeemed by the
Company at any time after 10 years from the issue date (i.e. from 2022).
Redemption amount payable by the Company $1.00 plus any authorised but unpaid
dividends.
When convertible Convertible at the election of the holder between 5 and 10
years from the date of issue (i.e. between 2017 and 2022).
Rate of conversion 1 PPS converts into 8 ordinary shares in the Company.
Ranking in liquidation Behind the creditors of the Company, behind the CRPS
holders, but ahead of ordinary shareholders and any other holders of shares
that are expressed to rank behind the CRPS.
Dividends
The following dividends were declared and paid by the Company:
31 December
2012
''000 30 June
2012
''000 31 December
2011
''000
$0.00 per Qualifying Ordinary Share (30 June 2012: $0.00; 31 December 2011:
$0.00) - - -
4.5c per Qualifying Perpetual Preference Share (30 June 2012: $0.00; 31
December 2011: $0.00) 31 - -
The Directors have not proposed the payment of any ordinary dividends at 31
December 2012.
24 RECONILIATION OF PROFIT/ (LOSS) FOR THE PERIOD TO NET CASH FROM OPERATING
ACTIVITIES
6 months
31 December
2012
$''000 12 months
30 June
2012
$''000 6 months
31 December
2011
$''000
Reconciliation of Profit/(Loss) for the Period to Net Cash from Operating
Activities
Profit/(Loss) for the Period (332) (751) (282)
Adjustments for Non-Cash Items:
Depreciation and Impairment on Property, Plant and Equipment 189 492 230
Amortisation of Intangible Assets 6 12 7
Non Cash Gain on Acquisition of Speirs Securities Limited (30) (543) -
Loss/(Gain) on Disposal of Property, Plant and Equipment - 27 (5)
Unwind of Discount on Convertible Redeemable Preference Shares 62 147 74
Share of Associates (Gains)/ Losses 55 276 131
(50) (340) 155
Movement in Other Working Capital Items:
Change in Inventories (180) - (50)
Change in Trade and Other Receivables and Other Assets (653) (98) (689)
Change in Trade and Other Payables 1,152 386 447
Net Cash From Operating Activities 269 (52) (137)
25 RELATED PARTIES
Transactions with Key Management Personnel
Key management personnel are considered to be the Directors of the Company
and executives with the greatest authority for the strategic direction and
management of the company.
Key Management Personnel Compensation
6 Months
31 December
2012
$''000 12 Months
30 June
2011
$''000 6 Months
31 December
2011
$''000
Short-Term Employee Benefits 204 403 204
Termination Benefits - - -
204 403 204
Other Transactions with Key Management Personnel
A number of key management personnel, or their related parties, hold
positions in other entities that result in them having control or significant
influence over the financial or operating policies of these entities.
A number of these entities transacted with the Group in the reporting period.
The terms and conditions of the transactions with key management personnel
and their related parties were no more favourable than those available, or
for which might reasonably be expected to be available, on similar
transactions to non-key management personnel related entities on an arm''s
length basis.
There were no material transactions or outstanding balances relating to key
management personnel.
Transactions with related parties are summarised below:
o Speirs Group Limited provided funding to Speirs Nutritionals by way of a
term loan facility. The interest charge on the credit facility for the period
was $10,500 (30 June 2012: $21,000; 31 December 2011: $10,500). At 31
December 2011 and 2012 and 30 June 2012 the outstanding balance of the credit
facility was $200,000.
o Speirs Group Limited received a dividend of $400,000 from Speirs Foods
Limited (30 June 2012: $800,000; 31 December 2011: $400,000)
o Speirs Group Limited charged Speirs Foods Limited $33,000 (30 June 2012:
$66,000; 31 December 2011: $33,000) in respect of corporate services provided
by Speirs Group Limited.
o Speirs Group Limited paid Speirs Investments Limited $100,000 (30 June
2012: $200,000; 31 December 2011: $100,000) in relation to an interest
guarantee on secured and unsecured stock issued by Speirs Investments
Limited. At 31 December 2012 and 2011 and 30 June 2012 and 2011 the amount
of the guarantee was $2,000,000.
o Speirs Group Limited received $40,500 (30 June 2012: $81,000; 31 December
2011: $40,500) from Speirs Investments Limited in relation to interest on
unsecured stock held by Speirs Group and issued by Speirs Investments
Limited. At 31 December 2012 and 2011 and 30 June 2012 the balance of the
unsecured stock was $810,000.
o Speirs Group Limited received a dividend on preference shares for $5,000
(30 June 2012: $10,000; 31 December 2011; $10,000) from Rosa Foods Limited.
At 31 December 2012 and 2011 and 30 June 2012 the balance of the preference
shares was $100,000.
o Speirs Foods charged Rosa Foods Limited $144,128 (30 June 2012: $266,426;
31 December 2011: $157,958) for freight and marketing services provided. At
31 December 2012 Rosa Foods Limited owed Speirs Foods Limited $58,591 (30
June 2012: $75,334; 31 December 2011: $51,791).
o Speirs Group Limited provided a credit facility of $191,000 to Speirs
Securitisation LP (30 June 2012; $150,000; 31 December 2011: $Nil).
All interest and fees charged Partnership by related parties have been
charged at fair market rates
From time to time directors of the Group, or their related entities, may
purchase goods from the Group. These purchases are on the same terms and
conditions as those entered into by other Group employees or customers and
are trivial or domestic in nature.
26 CAPITAL COMMITMENTS AND CONTINGENCIES
Commitments
The Group was committed to the following at year end:
31 December 2012 Property Rentals Capital Expenditure Total
$''000 $''000 $''000
Less than One Year - - -
Between One and Five Years - - -
More than Five Years - - -
- - -
30 June 2012 Property Rentals Capital Expenditure Total
$''000 $''000 $''000
Less than One Year - 18 18
Between One and Five Years - - -
More than Five Years - - -
- 18 18
31 December 2011 Property Rentals Capital Expenditure Total
$''000 $''000 $''000
Less than One Year - 4 4
Between One and Five Years - - -
More than Five Years - - -
- 4 4
Contingent Liabilities
The Company and Group have no contingent liabilities.
27 EVENTS AFTER THE REPORTING PERIOD
There have been no events subsequent to balance date requiring disclosure in,
or adjustment to, the financial statements.
28 DIVIDEND OR DISTRIBUTION REINVESTMENT PLANS
The Group has no such plans in place.
29 NET TANGIBLE ASSETS PER SECURITY
31 December 30 June 31 December
2012 $ 2012 $ 2011 $
Net Tangible Assets Per Security 0.04 0.08 0.07
30 ENTITIES OVER WHICH CONTROL HAS BEEN GAINED OR LOST DURING THE PERIOD
There have been no entities over which the Group has gained or lost control
during the period.
31 ASSOCIATES AND JOINT VENTURES
The Group has no joint ventures. The Company has Associate entities - see
note 16 for full details.
End CA:00233953 For:SGL Type:HALFYR Time:2013-03-08 13:07:44