AFC Interim Condensed Consolidated Financial Statements
AFC GROUP HOLDINGS LIMITED
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017
AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED REPORT CONTENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017
Page
Directors' Profiles
2
Directors' Report
3
Financial Statements
Interim Consolidated Statement of Comprehensive Income 4
Interim Consolidated Statement of Changes in Equity 5
Interim Consolidated Statement of Financial Position 6
Interim Consolidated Statement of Cash Flows7
Notes to the Interim Consolidated Financial Statements 8 - 21
Corporate Information22
Interim Report September 2017
Page 1
AFC GROUP HOLDINGS LIMITED
HAO LONG
Mr. Hao (Howard) Long is a Chinese National
and a New Zealand Permanent Resident. He
moved to New Zealand in 2002 and graduated
from Massey University with a double major in
Accounting and Marketing. He is a Chartered
Accountant (CA) and a member of Chartered
Accountants Australia and New Zealand. He has
over 10 years professional accounting
experience, including working for a Big 4
accounting firm plus experience in the
commercial sectors in China and New Zealand.
Mr. Long joined AFC in 2015 and is also the
chairman of the AFC Audit Committee and the
CEO of AFC Longview Limited.
DIRECTORS' PROFILES
Yang Xia is a Chinese National with more than
30 years of experience in commerce and
finance. Prior to starting his own business, he
held management and leadership roles in the
Chinese Government’s finance department and
in major nationally owned Chinese companies.
He is a former director general of the Anhui
Chaohu Foreign Trade and Economic Relations
Commission. He currently holds directorships in
various Chinese companies spanning a range of
industries.
In 2007 Mr Xia formed his own investment
company, Guangdong Yinruy Investment &
Management Company. While a majority of his
investments are in China, he has also invested in
a chemical company in Thailand. Mr Xia is
currently in the process of expanding his
investment activities into Australia and New
Zealand having founded NZ Silveray Group
Limited in February 2014.
YANG XIA BO XIAN CAO
Mr. Bo Xian (Charles) Cao is a Chinese National
and a New Zealand Citizen. He moved to New
Zealand in 1994 and he has over 22 years
business experience in China and New Zealand.
He has held various executive positions in export
related sectors specifically primary industries
(including Hydroponics) and Skin Care
industries. Mr. Cao has developed skills in
trading between New Zealand and Asian
countries specialising in Hong Kong and China.
Mr. Cao joined AFC in 2016.
Interim Report September 2017
Page 2
AFC GROUP HOLDINGS LIMITED
Yang Xia
Chairman of the Board of Directors
DIRECTORS' REPORT
The interim financial statements of AFC Group Holdings Limited (“AFC Group”) for the period ended 30
September 2017 have not been audited.
The net assets of AFC Group were NZ$4.94 million, with a 10% decrease from the half year position as at 30
September 2016. Cash and cash equivalent products was NZ$0.36 million, and property, plant and equipment
were $1.96 million.
The revenue for the period to 30 September 2017 was NZ$4.89 million. AFC Group experienced a net loss of
NZ$249 thousand for the period, which is NZ$300 thousand less than the loss incurred in the period ended 30
September 2016.
The Group operates in a number of business segments in New Zealand. These are:
International Marketing
This includes AFC International Trading Group Limited, who source packaged food products, cosmetics and
health products and National Dairy Group Limited, who source food products for distribution to China. The half
year sales of AFC International Trading Group Limited, an AFC Group subsidiary, were more than NZ$4 million.
The company is actively changing the current low margin trade, by adjusting its product mix and increasing
sales of “DD Mask”. The company is expecting a decrease in turnover but an increase in margin.
Vineyard and Winery
The half year wine sales of AFC Longview Ltd were more than NZ$300 thousand.
Manufacturing
AFC Biotechnology Manufacture Co Ltd has started manufacturing its product “DD Mask” from the beginning of
2018 financial year, resulting in half year sales of more than NZ$910 thousand.
Corporate
The operations of this segment include providing accounting, management and administration services to other
segments of the Group.
Interim Report September 2017
Page 3
AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017
Unaudited Unaudited
6 Months6 Months
Note
September 2017
September 2016
$ $
Operating Revenue4,890,074 6,472,329
Cost of Sales(4,030,331)(5,885,910)
Gross profit859,743 586,419
Other Income35,712 22,575
Expenses
Selling and Distribution Expenses(136,906)(38,068)
Administration Expenses(1,002,375)(1,093,874)
(243,826)(522,948)
Finance Income
579 1,507
Finance Expense
(6,160)(28,429)
(5,581)(26,922)
Profit / (Loss) before income tax(249,407)(549,870)
Income tax benefit--
Net profit / (loss) for the period(249,407)(549,870)
Other comprehensive income
- -
Total comprehensive income / (loss) for the period(249,407)(549,870)
Equity holders of the parent(230,027)(486,144)
Non-controlling interest(19,380)(63,726)
(249,407)(549,870)
Profit / (loss) per share:
Basic earnings per share (cents per share)
(0.00007)(0.00002)
Diluted earnings per share (cents per share)
(0.00007)(0.00002)
Operating profit / (loss)
Profit/(loss) and Total Comprehensive Income/(Loss)
Attributable to:
The interim financial statements are to be read in conjunction with the notes to the financial statements set out on pages 8 to 21.
Interim Report September 2017
Page 4
AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017
Notes
Issued
Share
Capital
Accumulated
Loss
Equity
Holders
Non-
Controlling
Interests
Total
$ $ $ $ $
Balance as at 1 April 201625,540,835 (23,810,181) 1,730,654 1,151,151 2,881,805
.
Comprehensive income
Net profit for the financial period- (486,144) (486,144) (63,726) (549,870)
Other comprehensive income- - - - -
Total comprehensive income
- (486,144) (486,144) (63,726) (549,870)
Transactions with owners
Ordinary Shares Issued- - - - -
Exercise of Warrants
3
3,160,346 - 3,160,346 - 3,160,346
Share Issue Costs
3
(21,728) - (21,728) - (21,728)
Treasury Shares- - - - -
Total transactions with owners
3,138,618 - 3,138,618 - 3,138,618
Balance as at 30 September 2016 (unaudited)28,679,453 (24,296,325) 4,383,128 1,087,425 5,470,553
Balance as at 1 April 201625,540,835 (23,810,181) 1,730,654 1,151,151 2,881,805
Comprehensive income
Net profit for the financial year- (896,704) (896,704) (427,080) (1,323,784)
Other comprehensive income- - - - -
Total comprehensive income
- (896,704) (896,704) (427,080) (1,323,784)
Transactions with owners
Ordinary Shares Issued- - - 290,000 290,000
Exercise of Warrants
3
3,160,396 - 3,160,396 - 3,160,396
Share Issue Costs
3
(21,728) - (21,728) - (21,728)
Total transactions with owners
3,138,668 - 3,138,668 290,000 3,428,668
Balance as at 31 March 2017 (audited)28,679,503 (24,706,885) 3,972,618 1,014,071 4,986,689
Comprehensive income
Net loss for the period- (230,027) (230,027) (19,380) (249,407)
Other comprehensive income- - - - -
Total comprehensive income/(loss)
- (230,027) (230,027) (19,380) (249,407)
Transactions with owners
Ordinary shares issued
3
- - - 200,000 200,000
Exercise of Warrants - - - - -
Share Issue Costs - - - - -
Total transactions with owners
- - - 200,000 200,000
Balance as at 30 September 2017 (unaudited)28,679,503 (24,936,912) 3,742,591 1,194,691 4,937,282
The interim financial statements are to be read in conjunction with the notes to the financial statements set out on pages 8 to 21.
Interim Report September 2017
Page 5
AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2017
Unaudited Audited
At 30 SeptemberAt 31 March
20172017
Note
$ $
SHAREHOLDERS EQUITY
Issued share capital328,679,503 28,679,503
Accumulated losses(24,936,912)(24,706,885)
3,742,591 3,972,618
Non-controlling Interest1,194,691 1,014,071
Total shareholders funds 4,937,282 4,986,689
Represented by:
CURRENT ASSETS
Cash and cash equivalents4360,029 777,841
Trade and other receivables432,353 744,119
Inventories51,410,159 1,429,472
Related party receivables
101,474,620 1,017,353
Prepayments and other current assets319,660 574,865
Total current assets3,996,821 4,543,650
NON-CURRENT ASSETS
Property, plant and equipment
71,957,150 1,991,244
Biological assets
- -
Intangible assets and goodwill
82,376 169,157
Deferred tax assets
2- -
Total non-current assets1,959,526 2,160,401
Total assets5,956,347 6,704,051
CURRENT LIABILITIES
Trade and other payables 397,302 1,306,751
Related party payables10621,763 410,611
Total current liabilities1,019,065 1,717,362
NON-CURRENT LIABILITIES
Related party payables- -
Total non-current liabilities- -
Total liabilities1,019,065 1,717,362
Net assets 4,937,282 4,986,689
For and on behalf of the Board,
Total Equity attributable to shareholders of
the company
The interim financial statements are to be read in conjunction with the notes to the financial statements set out on
pages 8 to 21.
Interim Report September 2017
Page 6
AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017
Unaudited Unaudited
6 Months6 Months
September 2017 September 2016
Note
NZ$ NZ$
Cash flows from operating activities
Cash was received from:
Receipts from customers 6,119,602 6,526,803
Interest received579 1,507
Other receipts32,717 5,970
Cash was applied to:
Payments to suppliers and employees(6,164,808)(6,041,772)
Interest paid(6,160)(48)
Net cash outflow from operating activities(18,070)492,460
Cash flows from investing activities
Cash was applied to:
Purchase of property, plant and equipment7(24,962)(116,547)
8(1,500)-
Net cash outflow from investing activities(26,462)(116,547)
Cash flows from financing activities
Cash was received from:
Proceeds from exercise of warrants- 3,160,346
Proceeds from Non-controlling interests for unpaid share capital200,000 -
Proceeds from Related party payables10898,754 -
Cash was applied to:
Payments to related parties10(1,475,029)(2,822,274)
Payment of share issue costs
- (21,728)
Net cash inflow from financing activities(376,275)316,344
(420,807)692,257
Foreign currency translation adjustment
2,995 -
Cash and cash equivalents at the beginning of the period
777,841 688,988
Cash and cash equivalents at the end of the period
360,029 1,381,245
Net increase in cash and cash equivalents
Purchase of intangible assets
The interim financial statements are to be read in conjunction with the notes to the financial statements set out on pages 8 to 21.
Interim Report September 2017
Page 7
AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017
1.ACCOUNTING POLICIES
REPORTING ENTITY
1.1Statement of compliance
1.2 Basis of preparation
1.3 Significant accounting policies
1.4 Critical accounting judgments and key sources of estimation uncertainty
AFC Group Holdings Limited (the “Company”) is a company incorporated and domiciled in New Zealand and
registered under the Companies Act 1993. The Company is listed on the Alternative Market of the New Zealand
Stock Exchange (“NZAX”) and the addresses of its registered office and principal place of business are disclosed in
the Corporate Information section of this report. The Company is an FMC Reporting Entity under the Financial
Markets Conduct Act 2013 and its financial statements comply with the Companies Act 1993 and the Financial
Markets Conduct Act 2013.
The interim consolidated financial statements of AFC Group Holdings Limited for the six month period ended 30
September 2017 comprise the Company and its subsidiaries (together referred to as the "Group"). For the purposes
of complying with generally accepted accounting practice in New Zealand ("NZ GAAP"), the Group is a for-profit entity.
The principal activity of the Company and the Group is to produce, manufacture and purchase food, health, and
cosmetic products for distribution in the New Zealand and the Chinese markets. The Group is also operates in the
winery and vineyard industry and has also started manufacturing operations during the year.
The condensed interim consolidated financial statements were approved and authorised for issue by the directors on
____________
. The directors are not able to amend the financial statements after issue.
These interim financial statements have been prepared in accordance with NZ GAAP. These interim consolidated
financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include
all disclosures that would otherwise be required in a complete set of financial statements and should be read in
conjunction with AFC Group Holdings Limited's Annual Report for the year ended 31 March 2017.
The interim consolidated financial statements for the Group are presented in New Zealand dollars ($), which is the
functional currency of all entities within the Group. All financial information has been rounded to the nearest dollar
unless otherwise stated.
The preparation of the interim financial statements in compliance with IAS 34 requires the use of certain critical
accounting estimates. It also requires management to exercise its judgement in the process of applying the group’s
accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and
estimates are significant to the consolidated financial statements are disclosed in note 1.4.
AFC Group Holdings Limited has applied the same accounting policies and methods of computation in its interim
consolidated financial statements as were applied in the annual financial statements for the year ended 31 March
2017, except for those that relate to new standards and interpretations effective for the first time for periods beginning
on (or after) 1 April 2017 and will be adopted in the 2018 annual financial statements.
None of the new standards and amendments that are effective for the first time for periods beginning on (or after) 1
April 2017 have a material effect on AFC Group.
The same significant judgments, estimates and assumptions included in the notes to the financial statements in the
Group's financial statements for the year ended 31 March 2017 have been applied to these Interim Consolidated
Financial Statements.
Interim Report September 2017
Page 8
AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017
2. INCOME TAX
3.AUTHORISED AND ISSUED SHARE CAPITAL
Shares Issued
Balance as at 31 March 2017
No.$
Ordinary shares
Balance at 1 April 2016
2,084,043,091 25,540,835
Ordinary shares authorised and issued:
Shares issued at 0.2 cents per share
1,580,173,021 3,160,396
Share issue expenses
- (21,728)
Balance as at 31 March 2017
3,664,216,112 28,679,503
Movement to 30 September 2017
Ordinary shares authorised and issued:
Shares issued
- -
Share issue expenses
- -
Balance at 30 September 2017
3,664,216,112 28,679,503
The Group has tax losses of $612,500 bought forward from 31 March 2017. Losses can be carried forward
indefinitely under New Zealand tax law (assuming shareholder continuity requirements are met and approval of the
Inland Revenue Department is obtained).
AFC Group Holdings Limited, AFC International Trading Group Limited, National Dairy Group Limited, AFC Longview
Limited and AFC Biotechnology Manufacture Co. Limited are considered a 'group' for income tax purposes. AFC
Group Holdings Limited has 100% shareholding in AFC International Trading Group Limited and National Dairy Group
Limited. AFC Longview Limited and AFC Biotechnology Manufacture Co. Limited are also considered as part of the
'group' as AFC Longview Limited and AFC Biotechnology Manufacture Co. have shareholder commonality with AFC
Group Holdings Limited of more than 66%. Companies that are considered to be part of the same 'group' and the
same taxation authority are able to make subventions and offset losses with one another.
The Group has not recognised a deferred tax asset on its Statement of Financial Position as at reporting date. In
deciding whether to recognise the deferred tax assets, the Group has determined if the utilisation of deferred assets is
probable and whether it is likely that sufficient and suitable taxable profits will be available in the future against which
the reversal of temporary differences can be deducted.
The company has not issued any new shares during the period.
All ordinary shares issued are fully paid. All ordinary shares rank equally with one vote attached to each fully paid
ordinary share and have equal dividend rights and no par value. The Group has not declared or proposed to pay any
dividends for the period ended 30 September 2017 (September 2016: Nil).
The Group has received $200,000 during the period from non-controlling interests for share capital that was unpaid as
at 31 March 2017.
The Group calculates the period's income tax expense using 28% which is the tax rate that would be applicable to the
expected total annual earnings (September 2016: 28%)
Interim Report September 2017
Page 9
AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017
4.CASH AND CASH EQUIVALENTS
SeptemberMarch
20172017
$$
Cash at bank and on hand360,029 777,841
Total cash and cash equivalents
360,029 777,841
5.INVENTORIES
SeptemberMarch
20172017
$$
Work in progress
187,894 237,071
Finished goods
1,047,065 1,433,775
Raw materials
264,853 -
Write down of closing stock
(89,652)(241,374)
Total Inventories
1,410,159 1,429,472
Write down of closing stock
Opening write down of closing stock
(241,374)-
Reversal of prior year's write down of closing stock to profit and loss
241,374 -
Current period's write down of closing stock charged to profit and loss
89,652 241,374
Closing provision for closing stock
89,652 241,374
6.SEGMENT REPORTING
Inventory of $89,652 has been expensed and written down to net realisable value (March 2017: $241,374).
Assessing write downs for inventory obsolescence and net realisable value involves making estimates and
judgements in relation to future selling prices between the most recent store stock counts and reporting date.
The Group's operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision-maker. The chief operating decision-maker is the person or group that allocates resources to and
assesses the performance of the operating segments on an entity. The Group has determined the Group's Board of
Directors as its chief operating decision-maker as the board is responsible for allocating resources and assessing the
performance of the operating segments and making strategic and operating decisions. Income and expenses directly
associated with each segment are included in determining each segment's performance.
The Group operates in a number of business segments in New Zealand. The Group has determined its operating
segments into four segments, namely international marketing and distribution, vineyard and winery, manufacturing
and corporate. These segments reflect the different type of industry sectors within which the Group operates. The
Company is considered to be in the corporate operating segment. Information regarding the operations of each
reportable operating segment is included below.
The carrying amount of cash and cash equivalents approximates their fair value. Cash at bank earns interest at
floating rates on daily deposit balances.
Interim Report September 2017
Page 10
AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017
6.SEGMENT REPORTING (continued)
International marketing and distribution
Vineyard and winery
Manufacturing
AFC Biotechnology Manufacture Co Limited which has introduced an advanced face-mask production line.
Corporate
For the six months ended 30 September 2017
International
Marketing
Vineyard and
winery
Corporate Manufacturing
Eliminations and
adjustments
Period ended
30 September
2017
$$$$$$
Operating Income
4,010,349338,805-540,920-4,890,074
Inter-segment Revenue17,0769,087-375,360(401,523)-
Other Revenue42,606
5,830 89,829 5,970
(108,523)35,712
Interest Income122 19
32 406
- 579
Total Revenue4,070,153 353,741 89,861 922,656 (510,046)4,926,365
Operating Expenses
Interest54,345 14,248
6,151 8,871
(77,455)6,160
171,40517,843 9,830 28,259 - 227,337
(314,947)(143,972) 128,522 104,421 (23,431)(249,407)
Depreciation and
Amortisation
Segment profit (loss)
before tax
AFC International Trading Group Limited, which sources packaged food products, cosmetics and health products.
National Dairy Group Limited, which sources food products for distribution for China.
AFC Longview Limited, a vineyard and winery based in Whangarei which produces and sells a number of varietals
and blends of wine.
The operations of this segment include providing accounting, management and administration services to other
segments of the Group.
No operating segments have been aggregated to form the above reportable operating segments. The Group's
taxation has not been allocated to segments and is included centrally. Financing has been allocated to segments.
Sales between the segments of the Group are carried out at an arm’s length basis in a similar manner to transactions
with third parties.
The following tables present revenue and profit information for the Group's operating segments for the six months
ended 30 September 2017 and 2016, respectively:
Revenue from external
customers
Interim Report September 2017
Page 11
AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017
6.SEGMENT REPORTING (continued)
For the six months ended 30 September 2016
International
Marketing
Vineyard and
winery
Corporate Manufacturing
Eliminations and
adjustments
Period ended
30 September
2016
$$$$$$
Operating Income
6,427,77744,552---6,472,329
Inter-segment Revenue- 36,607--(36,607)-
Other Revenue-
16,605 - -
- 16,605
Interest Income359 -
1,148 -
- 1,507
Total Revenue6,428,136 97,764 1,148 - (36,607)6,490,441
Operating Expenses
Interest- 48
28,381 -
- 28,429
397922,115 80,646 - - 106,740
(325,369)(129,965)(81,716)- (12,820)(549,870)
As at 30 September 2017
International
Marketing
Vineyard and
winery
Corporate Manufacturing
Eliminations and
adjustments
Period ended
30 September
2017
$$$$$$
Assets
Segment assets1,745,145 2,729,456 5,089,042 1,857,609 (5,464,905)5,956,347
Capital Expenditure1,764 5,004 1,119 17,075 - 24,962
Segment Liabilities1,312,217 1,105,663 219,522 1,089,136 (2,707,473)1,019,065
As at 31 March 2017
International
Marketing
Vineyard and
winery
Corporate Manufacturing
Eliminations and
adjustments
Year ended 31
March 2017
$$$$$$
Assets
Segment assets2,693,781 2,581,451 5,421,602 614,672 (4,607,455)6,704,051
Capital Expenditure32,598 82,016 55,101 355,035 - 524,750
Segment Liabilities1,945,906 813,686 680,603 310,621 (2,033,454)1,717,362
The following tables present assets and liabilities information for the Group's operating segments as at 30 September
2017 and 31 March 2017, respectively:
The eliminations and adjustments of segment profit, assets and liabilities relate to intercompany transactions and
balances which are eliminated on consolidation.
Depreciation and
Amortisation
Segment profit (loss)
before tax
Revenue from external
customers
Interim Report September 2017
Page 12
AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017
7.
PROPERTY, PLANT AND EQUIPMENT
Land Buildings
Land
Improvement
s
Plant &
Equipment
Motor
Vehicles
Computer
Equipment
Fixture &
Fittings,
Office
Equipment
Bearer
Plants -
Grape Vines Total
$$$$$$$$$
As at 31 March 2017
Cost
Cost as at 1 April 2016
320,000 855,000 50,000 146,169 72,181 1,027 21,299 80,000
1,545,676
Additions - 46,166 - 280,627 22,609 12,676 162,672 - 524,750
Cost as at 31 March 2017320,000 901,166 50,000 426,796 94,790 13,703 183,971 80,000 2,070,426
Accumulated Depreciation
- - - (1,485) (3,037)(43)(207)- (4,772)
- (231)- (26,662) (18,908) (4,525) (18,084) (6,000)(74,410)
- (231)(28,147) (21,945) (4,568) (18,291) (6,000)
(79,182)
Carrying Amount
Cost
320,000 901,166 50,000 426,796 94,790 13,703 183,971 80,000 2,070,426
- (231)- (28,147) (21,945) (4,568) (18,291) (6,000)(79,182)
320,000 900,935 50,000 398,649 72,845 9,135 165,680 74,000
1,991,244
As at 30 September 2017
Cost
Cost as at 1 April 2017
320,000 901,166 50,000 426,796 94,790 13,703 183,971 80,000
2,070,426
Additions - - - 5,241 3,954 3,450 12,317 - 24,962
Cost as at 30 September 2017320,000 901,166 50,000 432,037 98,744 17,153 196,288 80,000 2,095,388
Accumulated Depreciation
- (231)- (28,147) (21,945) (4,568) (18,291) (6,000)(79,182)
- (1,378)- (30,996) (8,704) (2,521) (12,682) (2,775)(59,056)
- (1,609)- (59,143) (30,649) (7,089) (30,973) (8,775)
(138,238)
Carrying Amount
Cost
320,000 901,166 50,000 432,037 98,744 17,153 196,288 80,000 2,095,388
- (1,609)- (59,143) (30,649) (7,089) (30,973) (8,775)(138,238)
320,000 899,557 50,000 372,894 68,095 10,064 165,315 71,225 1,957,150
Carrying Amount 30
September 2017
Accumulated Depreciation at 1
April 2017
Depreciation charge for the
period
Accumulated Depreciation at
30 September 2017
Accumulated Depreciation
Accumulated Depreciation at 1
April 2016
Depreciation charge for the
year
Accumulated Depreciation at
31 March 2017
Accumulated Depreciation
Carrying Amount 31 March
2017
Interim Report September 2017
Page 13
AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017
8.INTANGIBLE ASSETS
GoodwillBrands Trademarks
Distribution
Right Asset Total
$$$$$
Year ended 31 March 2017
Cost
Cost as at 1 April 2016
495,785 31,161 - 454,467
981,413
- - - - -
Additions other- - 1,100 - 1,100
Cost as at 31 March 2017495,785 31,161 1,100 454,467 982,513
-
Accumulated Amortisation and Impairment-
- - - (113,594)(113,594)
(495,785)(31,161)(109)(172,707)(699,762)
(495,785)(31,161)(109)(286,301)(813,356)
Carrying Amount
Cost
495,785 31,161 1,100 454,467
982,513
(495,785)(31,161)(109)(286,301)(813,356)
- - 991 168,166 169,157
At 30 September 2017
Cost
Cost as at 1 April 2017
495,785 31,161 1,100 454,467
982,513
- - - - -
Additions other- - 1,500 - 1,500
Cost as at 30 September 2017495,785 31,161 2,600 454,467 984,013
Accumulated Amortisation and Impairment
(495,785)(31,161)(109)(286,301)(813,356)
- - (115)(168,166)(168,281)
(495,785)(31,161)(224)(454,467)(981,637)
Carrying Amount
Cost
495,785 31,161 2,600 454,467 984,013
(495,785)(31,161)(224)(454,467)(981,637)
- - 2,376 - 2,376
Accumulated amortisation and
Impairment
Carrying Amount 30 September
2017
Amortisation and
impairment for the year
Accumulated amortisation and
Impairment 1 April 2017
Amortisation and impairment for
the period
Accumulated amortisation and
impairment as at 30 September
2017
Additions by
Accumulated
amortisation and
Accumulated amortisation and
impairment as at 31 March 2017
Carrying Amount 31 March 2017
Additions by acquisition
Accumulated amortisation and
impairment
Interim Report September 2017
Page 14
AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017
8.INTANGIBLE ASSETS (continued)
9. INVESTMENT IN SUBSIDIARIES
Name of subsidiaryPrincipal activity
September
2017
March
2017
Vineyard and winery
51%51%
Commodity trading
100%100%
National Dairy Group Limited100%100%
51%51%
100%100%
100%100%
10.RELATED PARTIES
Related Parties:
Almond Draw Limited
Australasian International Group Limited
Bo Xian CaoDirector of company and subsidiary
E Way Holdings Group LimitedCompany associated with director, Mr Bo Xian Cao
E Way Trading LimitedCompany associated with director, Mr Bo Xian Cao
Non-Trading
Non-Trading
Related party transactions have arisen where a person(s) has control or significant influence over the reporting
entity or where two entities are controlled or jointly controlled by a person(s) that has control or significant
influence over the reporting entity.
AFC GoGlobal Education Limited
AFC Education Investment Limited
All the subsidiaries are incorporated in New Zealand and have 31 March balance dates. They also apply uniform
accounting policies with the parent company.
Federation of New Zealand Shenzhen Societies
Inc.
Company associated with Garth Ward, CFO of Investment Research
Group Limited and associated with management of AFC.
Company associated to company's major shareholder
Company associated to company's major shareholder
Ownership interest and voting
rights
AFC Longview Limited
AFC International Trading Group Limited
AFC Biotechnology Manufacture Co Limited
Guangdong Farmside Dairy Development Limited Company associated to company's major shareholder
Royalty income
Manufacturing
The goodwill and brands were allocated to the Longview Estate winery and vineyard. The distribution right asset
is allocated to National Dairy Group Limited.
Amortisation and impairment charges of $168,281 are recognised under administration expenses in the
Statement of Comprehensive Income.
The Group has not achieved the minimum sales target under the Distribution Right Agreement and as a result of
the sales targets not being met, the distribution right income has ceased. The Distribution Right Asset has
therefore been fully impaired during the period. The amount payable to NZ Silveray Limited for the acquisition of
the Distribution Right has also been extinguished.
Interim Report September 2017
Page 15
AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017
10.RELATED PARTIES (continued)
Related Parties (continued):
Hao Long
Company associated with director Mr Howard Long
Investment Research Group Limited
Lin FangShareholder of subsidiary
May Sun Trading Limited
Company associated with director, Mr Bo Xian Cao
NZ Silveray Group LimitedCompany's major shareholder
Precision NZ Limited
Qiang LiDirector of subsidiary and shareholder
Super Life NZ Ltd
T & S International LimitedCompany associated with Huaiji Zhou, director
Yang XiaDirector of company and subsidiary
Ying Ying Trading LimitedCompany associated to Lin Fang, a shareholder
Yinrui Shen Director of subsidiary and shareholder
Related party balances
The following balances were held with related parties at year end.
SeptemberMarch
20172017
Related Party Receivables
$$
Australasian International Group LimitedSale of products613,629 536,501
Sale of products504 -
- 456,434
Sale of products399,510 -
Guangdong SunshineSale of products1,068 -
Guangdong Yinrui InvestmentSale of products6,268 -
Maysun Trading Limited Sale of products616 -
NZ Silveray Group LimitedSale of products- 24,055
Other related partiesAdvances- 363
Super Life NZ Limited Sale of products453,025 -
1,474,620 1,017,353
Guangdong Yinrui Investment & Management
Company
Nature of Transactions
New Zealand Asia-Pacific Cultural
Exchange Centre Limited
NZ Guangdong Business
Development Corporation Limited
Howard & Co Chartered Accountants Limited
Guangzhou Miaoguang Trading Co. Limited
Company associated to company's major shareholder
Company associated to company's major shareholder
Director of company and subsidiary, senior employee of AFC,
director of NZ Silveray Group Limited
Company associated with previous director Mr Brent King
Company associated with Lin Fang, director of subsidiary
Company associated to company's major shareholder
Company associated with Alex Zhang, previous director
Company associated to company's major shareholder
Company associated to company's major shareholder
Company associated to company's major shareholder
Company associated to company's major shareholderGuangdong Sunshine
Guangdong Silver Fern Network Technology Co.
Limited
Guangdong Sanjiang Industry Development
Limited
Guangdong Farmside International Trading Co.
Limited
Company associated to company's major shareholder
Federation of New Zealand Shenzhen Societies
Inc.
Guangdong Farmside International Trading Co.
Limited
Sale of products and
Distribution Fees
Guangdong Farmside Dairy Development Limited
Interim Report September 2017
Page 16
AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017
10.RELATED PARTIES (continued)
SeptemberMarch
20172017
Related Party Payables
$$
Almond Draw LimitedServices- 8,937
Australasian International Group Limited Expenses99,397 -
32,609 -
263,947 -
Guangdong Miaoguang Trading Co Limited
3,819 -
69,878 -
1,063 -
Guangdong Yinrui Investment
18,647 -
1,569 -
NZ Silveray Group Limited130,834 127,693
NZ Silveray Group Limited- 273,981
621,763 410,611
SeptemberMarch
20172017
Related party transactions
$$
Expenses repaid/recharged on behalf of the Group:
Other related parties
53,477 163,050
53,477 163,050
Sales of products or services provided to the following:
Australasian International Group Limited
186,826 744,773
E Way Holdings Group Limited
18,333 2,956
Federation of New Zealand Shenzhen Societies Inc.
302 -
Guangdong Farmside Dairy Development Limited
- 468,653
Guangdong Farmside International Trading Co., Ltd
276,829 -
May Sun Trading Limited
- 1,467
Mr Bo Xian Cao
1,176 -
NZ Silveray Group Limited
69 24,203
Super Life NZ Limited
393,935 -
877,470 1,242,052
The related parties receivables and payables are unsecured advances and repayable on demand. There is no
collateral or guarantees for related parties payables.
Balances receivable from or payable to NZ Silveray Group are unsecured and repayable on demand. Interest is
charged at 7.04% per annum for amounts below $600,000 and 8.32% per annum for amounts above $600,000.
Purchase of goods and
services
Purchase of goods and
services
Advances, Interest
Deferred consideration for
Distribution Right Asset
New Zealand Asia-Pacific Cultural Exchange
Centre Limited
Guangdong Farmside Dairy Development
Limited
Guangdong Farmside International Trading Co
Limited
Purchase of goods and
services
Nature of Transactions
Purchase of goods and
services
Purchase of goods and
services
Purchase of goods and
services
Purchase of goods and
services and credit note for
distribution fee
Guangdong Sanjiang Industry Development
Limited
Guangdong Silver Fern Network Technology Co.
Limited
Interim Report September 2017
Page 17
AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017
10.RELATED PARTIES (continued)
SeptemberMarch
20172017
Related party transactions
$$
Almond Draw Limited - 76,953
Australasian International Group Limited 100,126 -
E Way Holdings Group Limited
2,745 -
E Way Trading Limited
94 -
Guangdong Farmside International Trading Co. Limited623,890 -
Guangdong Sanjiang Industry Development Limited18,398 -
Guangdong Yinrui Investment & Management Company3,789 -
Guangzhou Miaoguang Trading Co. Limited3,819 -
Howard & Co Charted Accountants Limited10,000 -
Investment Research Group Limited
- 72,890
May Sun Trading Limited 12,000 197,872
New Zealand Asia-Pacific Cultural Exchange Centre Limited26,000 -
NZ Guangdong Business Development Corporation Limited1,696 -
802,557 347,715
Interest paid or credited on related party balances:
NZ Silveray Group Limited
3,141 61,643
3,141 61,643
Interest paid on deferred consideration for Distribution Right Asset
NZ Silveray Group Limited
3,010 14,713
3,010 14,713
Related party advances to AFC during the year:
NZ Silveray Group Limited
- 1,141,011
- 1,141,011
Other transactions:
276,991
-
276,991 -
Share Placements during the year:
- 1,717,273
- 200,000
- 240,000
- 180,000
- 40,000
- 2,377,273
The have been no share placement during the period ended 30 September 2017.
Purchases from the following for services or products provided:
NZ Silveray Group Limited subscribed to 858,636,792 shares in AFC at 0.2
cents per share credited to the related party balance
Ms Lin Fang subscribed for 100,000,000 shares in AFC at 0.2 cents per share
paid in cash
NZ Silveray Group Limited subscribed to 24 shares in AFC Biotechnology
Manufacture Co Limited at $10,000 per share.
Ms Yinrui Shen subscribed for 90,000,000 shares in AFC at 0.2 cents per share
paid in cash
Mr Howard Long subscribed for 20,000,000 shares in AFC Group Holdings
Limited at 0.2 cents per share
NZ Silveray Group Limited - deferred consideration payable for Distribution
Right Asset extinguished due to Distribution Rights agreement ceasing.
Interim Report September 2017
Page 18
AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017
10.RELATED PARTIES (continued)
Key Management Personnel
SeptemberMarch
20172017
$$
Short-term employee benefits8,1961,800
Directors' fees44,333178,333
Other remuneration
118,866 61,800
Termination benefits
- -
Share-based payments
- -
171,395 241,933
11.COMMITMENTS AND CONTINGENCIES
September
2017
March
2017
$$
Less than one year177,113 177,113
Between one and five years266,926 387,345
More than five years- -
Total operating lease commitments444,039 564,458
The Group has no capital commitments at 31 March 2017 (2016: Nil)
12.FINANCIAL INSTRUMENTS
Loans and
receivables
Financial
liabilities at
amortised
cost
Total
$$$
Financial Assets:
Cash and cash equivalents360,029 - 360,029
Trade debtors and other receivables432,353 - 432,353
Related party receivables1,474,620 - 1,474,620
Total financial assets2,267,002 - 2,267,002
Key management personnel are defined as those persons having authority and responsibility for planning,
directing and controlling the activities of the Group, directly or indirectly, and include the directors and the Chief
Executive. Remuneration paid to key management personnel is as follows:
30 September 2017
Categories of financial assets and liabilities
The group leases offices and warehouse under a non-cancellable operating lease expiring in three years. The
lease may be renewed for two further periods of four years with rent reviews every two years. The group has also
entered into operating leases for eftpos and printing equipment with lease terms expiring in three years.
The carrying amounts presented in the statement of financial position relate to the following categories of assets
and liabilities:
Commitments for minimum lease payments in relation to non-
cancellable operating leases are payable as follows:
Interim Report September 2017
Page 19
AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017
12.FINANCIAL INSTRUMENTS (continued)
Loans and
receivables
Financial
liabilities at
amortised
cost
Total
$$$
Financial liabilities:
Trade creditors and other payables- 305,614 305,614
Related party payables and loans- 621,763 621,763
Total financial liabilities- 927,377 927,377
Financial Assets:
Cash and cash equivalents777,841 - 777,841
Trade debtors and other receivables744,119 - 744,119
Related party receivables1,017,353 - 1,017,353
Total financial assets2,539,313 - 2,539,313
Financial liabilities:
Trade creditors and other payables- 1,306,751 1,306,751
Related party payables and loans- 410,611 410,611
Total financial liabilities- 1,717,362 1,717,362
13.
BUSINESS COMBINATION / GROUP RESTRUCTURE
14. NET TANGIBLE ASSETS PER SHARE
September 2017March 2017
$$
Total Assets5,956,347 6,704,051
Less Intangible assets2,376 169,157
Tangible assets5,953,971 6,534,894
Less total liabilities1,019,065 1,717,362
Net tangible assets4,934,906 4,817,532
Number of ordinary shares on issue3,664,253,194 3,664,253,194
Net tangible assets / liabilities per share in cents0.00130.0013
The use of financial instruments exposes the Group to credit, interest rate and liquidity risks. The Group's overall
risk management programme seeks to minimise potential adverse effects on the Group's financial performance.
The fair value of the financial instruments of the Group approximates their carrying value.
The net tangible assets and number of shares are as follows:
There were no business combinations or Group restructuring during the period.
31 March 2017
30 September 2017
Interim Report September 2017
Page 20
AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2017
15.CONTINGENT LIABILITIES
The Group has no contingent liabilities at 30 September 2017 (31 March 2017 : Nil)
16.EVENTS AFTER THE REPORTING PERIOD
17.SEASONALITY OF INTERIM OPERATIONS
The vineyard and winery segment harvest it's grapes in the second half of the financial year, and processes the
grapes into bottles in the interim period. This does not affect the sales for the segment.
There are no other significant seasonality or cyclicality of business affecting the interim operations.
There are no significant events after the reporting period.
Interim Report September 2017
Page 21
AFC GROUP HOLDINGS LIMITED
CORPORATE INFORMATION
SOLICITORSAFC GROUP HOLDINGS LIMITED
Lowndes AssociatesSecurity code: AFC / AFCWA
P.O Box 7311Listed on NZAX Market
18 Shortland StreetNZ Company number: 1799581
Auckland
SHARE REGISTRAR HEAD OFFICE / REGISTERED OFFICE
Computershare Investor Services Limited AFC Group Holdings Limited
Level 2, 159 Hurstmere Road245 Ti Rakau Drive
TakapunaBurswood
Private Bag 92-119Auckland 2013
Auckland 1142
ACCOUNTANTS TELEPHONE
RSM New Zealand (Auckland)0064-21-0283-1697
PO Box 204276
Ford Building, 86 Highbrook Drive, HighbrookWEBSITE
Auckland 2013
www.afcnz.com
AUDITORS
William Buck Audit (NZ) Limited
P O Box 106 090
Level 4, 21 Queen Street
Auckland 1010
BANKERS
ANZ Bank New Zealand Limited
Interim Report September 2017
Page 22
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.