AFC Interim Condensed Consolidated Financial Statements
AFC GROUP HOLDINGS LIMITED
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018
AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED REPORT CONTENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018
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 - 23
Corporate Information24
Interim Report September 2018
Page 1
AFC GROUP HOLDINGS LIMITED
QIANG LI
HAO LONG
ZILEI WANG
Mr. Hao Long 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), a member of
Chartered Accountants Australia and New
Zealand, and a Chartered Member of the
Institute of Director (CMInstD). He has over 12
years professional accounting experience,
including working for a Big 4 accounting firm plus
governance and management experience in the
commercial sectors in China and New Zealand.
Mr. Long joined AFC in 2015 and is the
Executive Director and CFO of AFC Group
Holdings Ltd, and the CEO of AFC Longview
Limited.
Mr. Qiang Li had more than 10 years’ experience
in the health industry before he came to New
Zealand in 2001 to study for his MBA
qualification. He joined GMP Dairy Limited in
2004. He gained experience in R&D, purchasing,
production department. He’s also promoted New
Zealand health products into the Chinese market
successfully while he was working with GMP. He
joined the GMP management group in 2010, and
during that time promoted the “KAWALA” brand
of milk products into the Chinese market.
Mr. Li joined AFC in 2016 and is an Independent
Director of AFC Group Holdings Limited, and
member of the Audit and Risk committee.
Mr. Zilei Wang graduated from Shanghai
International Studies University, where he
obtained a Master Degree of Arts in English
Language and Literature. He is a member of The
Chinese Institute of Certified Public Accountants
(CICPA) and has business experience in
corporate finance, cross-border mergers and
acquisitions, corporate governance and financial
management in New Zealand. He sits on the
Board of several private companies in New
Zealand.
Mr. Wang joined AFC in 2018 and is an
Independent Director of AFC Group Holdings
Limited, and member of the Audit and Risk
committee.
DIRECTORS' PROFILES
YANG XIA BO XIAN CAO
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 Yinrui 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.
Mr. Bo Xian 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 and he is currently
the director of AFC Group Holdings Limited, and
Chairman of the Audit and Risk committee.
Interim Report September 2018
Page 2
AFC GROUP HOLDINGS LIMITED
Hao Long
Director of the Board/ CFO
DIRECTORS' REPORT
The interim financial statements of AFC Group Holdings Limited (“AFC Group”) for the period ended 30
September 2018 have not been audited.
The net assets of AFC Group were NZ$4,635 thousand, with a 6% decrease from the half year position as at 30
September 2017. Cash and cash equivalent products was NZ$522 thousand, and property, plant and
equipment were NZ$1,874 thousand.
The revenue for the period to 30 September 2018 was NZ$1,645 thousand. AFC Group experienced a net loss
of NZ$78 thousand for the period, which is NZ$171 thousand less than the loss incurred in the period ended 30
September 2017.
The Group operates in a number of business segments in New Zealand. These are:
International Marketing
AFC International Trading Group Limited is a bridge for trade between Australia, New Zealand and China by
integrating the resources, markets, capital and talents of China and New Zealand, and increasing the number of
products agency.
Vineyard and Winery
We have built a series of projects of the world's top sweet white wine brands based on the principles of quality
priority, value discovery, value enhancement and differentiated management. At the same time, Longview
Estate has also launched a selection of fine wines in cooperation with the famous New Zealand estates.
Manufacturing
AFC Biotechnology Manufacture Co Ltd has the highest capacity, the most automated and intelligent GMP
standard mask production line in New Zealand. Its products and brands are loved and favoured by consumers
in New Zealand and China. In order to provide business partners with opportunities for cooperation and
development, we will also launch few new products this year.
Corporate
AFC Group has further improved its comprehensive financial team and management system, and formulated
policies and procedures covering all aspects from top to bottom.
Overall, the company has a qualitative improvement on the system and management, brand building and
publicity, work production and financial processes, staffing, managerial level, or employee's work awareness.
Interim Report September 2018
Page 3
AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018
Unaudited Unaudited
6 Months6 Months
September 2018
September 2017
$$
Operating Revenue1,645,065 4,890,074
Cost of Sales(741,080)(4,030,331)
Gross profit
903,985 859,743
Other Income10,810 35,712
Expenses
Selling and Distribution Expenses(435,703)(136,906)
Administration Expenses(559,952)(1,002,375)
(80,860)(243,826)
Finance Income
2,719 579
Finance Expense
(99)(6,160)
2,620 (5,581)
Profit / (Loss) before income tax
(78,240)(249,407)
Income tax(200)-
Net profit / (loss) for the period
(78,440)(249,407)
Other comprehensive income
- -
Total comprehensive income / (loss) for the period
(78,440)(249,407)
Equity holders of the parent(87,824)(230,027)
Non-controlling interest 9,384 (19,380)
(78,440)(249,407)
Profit / (loss) per share:
Basic earnings per share (cents per share)
(0.00002)(0.00007)
Diluted earnings per share (cents per share)
(0.00002)(0.00007)
Operating profit / (loss)
Profit/(loss) and Total Comprehensive Income/(Loss)
Attributable to:
Interim Report September 2018
Page 4
AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018
Notes
Issued
Share
Capital
Accumulated
Loss
Equity
Holders
Non-
Controlling
Interests
Total
$ $ $ $ $
Balance as at 1 April 201728,679,503 (24,706,885) 3,972,618 1,014,071 4,986,689
.
Comprehensive income
Net profit for the financial period- (230,027) (230,027) (19,380) (249,407)
Other comprehensive income- - - - -
Total comprehensive income
- (230,027) (230,027) (19,380) (249,407)
Transactions with owners
Ordinary Shares Issued- - - 200,000 200,000
Exercise of Warrants
3
- - - - -
Share Issue Costs
3
- - - - -
Treasury Shares- - - - -
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
Balance as at 1 April 201728,679,503 (24,706,885) 3,972,618 1,014,071 4,986,689
Comprehensive income
Net loss for the financial year- (412,406) (412,406) (60,416) (472,822)
Other comprehensive income- - - - -
Total comprehensive income
- (412,406) (412,406) (60,416) (472,822)
Transactions with owners
Ordinary Shares Issued- - - 200,000 200,000
Exercise of Warrants
3
- - - - -
Share Issue Costs
3
- - - - -
Total transactions with owners
- - - 200,000 200,000
Balance as at 31 March 2018 (audited)28,679,503 (25,119,291) 3,560,212 1,153,655 4,713,867
Comprehensive income
Net loss for the period- (87,824) (87,824) 9,384 (78,440)
Other comprehensive income- - - - -
Total comprehensive income/(loss)- (87,824) (87,824) 9,384 (78,440)
Transactions with owners
Ordinary shares issued
3
- - - - -
Exercise of Warrants - - - - -
Share Issue Costs - - - - -
Total transactions with owners
- - - - -
Balance as at 30 September 2018 (unaudited)28,679,503 (25,207,115) 3,472,388 1,163,039 4,635,427
Interim Report September 2018
Page 5
AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2018
Unaudited Audited
At 30 SeptemberAt 31 March
20182018
Note
$$
SHAREHOLDERS EQUITY
Issued share capital328,679,503 28,679,503
Accumulated losses(25,207,115)(25,119,291)
3,472,388 3,560,212
Non-controlling Interest1,163,039 1,153,655
Total shareholders funds 4,635,427 4,713,867
Represented by:
CURRENT ASSETS
Cash and cash equivalents4522,113 665,779
Inventories51,041,286 1,308,632
Trade, other and related party receivables61,194,922 1,298,761
Prepayments and other current assets236,045 313,793
Total current assets2,994,366 3,586,965
NON-CURRENT ASSETS
Property, plant and equipment
71,874,042 1,912,123
Intangible assets and goodwill
82,121 2,249
Deferred tax assets
2- -
Total non-current assets1,876,163 1,914,372
Total assets4,870,529 5,501,337
CURRENT LIABILITIES
Trade, other and related party payables 9235,102 787,470
Total current liabilities235,102 787,470
Total liabilities235,102 787,470
Net assets 4,635,427 4,713,867
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 23.
Interim Report September 2018
Page 6
AFC GROUP HOLDINGS LIMITED
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018
Unaudited Unaudited
6 Months6 Months
September 2018 September 2017
Note
$$
Cash flows from operating activities
Cash was received from:
Receipts from customers 1,785,676 4,934,054
Receipts from related parties103,972 478,173
Interest received2,719 579
Other receipts10,810 32,717
Cash was applied to:
Payments to suppliers and employees(1,531,680)(5,750,378)
Payments to related parties10(349,431)(289,073)
Interest paid(99)(6,160)
Net cash outflow from operating activities(78,033)(600,088)
Cash flows from investing activities
Cash was applied to:
Purchase of property, plant and equipment7(16,385)(24,962)
8- (1,500)
Net cash outflow from investing activities(16,385)(26,462)
Cash flows from financing activities
Cash was received from:
Proceeds from issue of equity to non-controlling interests - 200,000
Receipts from related parties10- 6,151
Cash was applied to:
Payments to related parties10(40,744)(61,936)
Net cash outflow from financing activities(40,744)144,215
(135,162)(482,335)
Foreign currency translation adjustment
(8,504)2,995
Cash and cash equivalents at the beginning of the period
665,779 777,841
Cash and cash equivalents at the end of the period
522,113 298,501
Net decrease in cash and cash equivalents
Purchase of intangible assets
Interim Report September 2018
Page 7
AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018
1.ACCOUNTING POLICIES
REPORTING ENTITY
1.1Statement of compliance
1.2 Basis of preparation
1.3 Significant accounting policies
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 2018 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 New Zealand and the Chinese markets. The Group is also operates in the winery
and vineyard industry has manufacturing operations.
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 2018.
The interim consolidated financial statements are prepared on a cost basis except for financial assets which are
carried at armotised cost. 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
2018, except for those that relate to new standards and interpretations effective for the first time for periods beginning
on (or after) 1 April 2018 and will be adopted in the 2019 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 2018 have a material effect on Group.
Interim Report September 2018
Page 8
14/12/2018
AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018
1.4 Critical accounting judgments and key sources of estimation uncertainty
2.INCOME TAX
3.AUTHORISED AND ISSUED SHARE CAPITAL
Shares Issued
Balance as at 31 March 2018
No.$
Ordinary shares
Balance at 1 April 2017
Ordinary shares on issue
3,664,253,194 28,679,577
Treasury shares
(37,082)(74)
Ordinary shares on issue at 1 April 2017 excluding treasury shares
3,664,216,112 28,679,503
Movement for 2018 financial year
Ordinary shares authorised and issued
- -
Ordinary shares on issue at 31 March 2018
3,664,216,112 28,679,503
Movement to 30 September 2018
Ordinary shares authorised and issued
- -
Ordinary shares on issue at 30 September 2018 excluding treasury shares
3,664,216,112 28,679,503
The Group has tax losses of $969,582 bought forward from 31 March 2018. 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).
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 2018 (September 2017: Nil).
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 2018 have been applied to these Interim Consolidated
Financial Statements.
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 2017: 28%)
Interim Report September 2018
Page 9
AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018
3.AUTHORISED AND ISSUED SHARE CAPITAL (continued)
4.CASH AND CASH EQUIVALENTS
SeptemberMarch
20182018
$$
Cash at bank and on hand522,113 665,779
Total cash and cash equivalents
522,113 665,779
5.INVENTORIES
SeptemberMarch
20182018
$$
Work in progress
157,829 54,545
Finished goods
889,631 930,762
Raw materials
84,810 136,194
Inventory in transit
-312,016
Write down of closing stock
(90,984)(124,885)
Total Inventories
1,041,286 1,308,632
Write down of closing stock
Opening write down of closing stock
(124,885)(241,374)
Reversal of prior year's write down of closing stock to profit and loss
53,809 241,374
Current period's write down of closing stock charged to profit and loss
(19,908)(124,885)
Closing provision for closing stock
(90,984)(124,885)
The carrying amount of cash and cash equivalents approximates their fair value. Cash at bank earns interest at
floating rates on daily deposit balances.
Treasury shares are those shares acquired by the company from shareholders who exercised their minority buy back
rights at the time shares were issued to NZ Silveray Group Limited. These shares are held by the company until the
directors resolve to reissue the shares or to cancel the shares. At reporting date, the company held 37,082 treasury
shares which were acquired during 2016.
There has been $19,908 charged to the profit and loss for inventory in the current year and there is $90,984 has been
written down to net realisable value (March 2018: $124,885). Assessing write downs for inventory obsolescence and
net realisable value involves making estimates and judgements in relation to future selling prices between the most
recent store stock counts and reporting date.
Interim Report September 2018
Page 10
AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018
6.
TRADE, OTHER AND RELATED PARTY RECEIVABLES
SeptemberMarch
20182018
Note
$$
Trade receivables - third parties316,069 490,615
Trade receivables - related parties
10
774,122 778,227
Allowance for impairment losses(1,150)(35,085)
Total trade receivables
1,089,041 1,233,757
Other related party receivables
10
105,881 65,004
Total trade and related party receivables
1,194,922 1,298,761
SeptemberMarch
20182018
$$
Movement in the allowance for impairment losses
Opening Balance 1 April
35,085 20,411
(33,935)14,674
1,150 35,085
Trade debtors are non-interest bearing and receipt is normally on 30 days terms. Related party receivables are
non-interest bearing and repayable on demand as disclosed in note 10.
The directors consider that there is no material difference between the carrying value and fair value of trade
debtors and related party receivables. The Group's management considers that all financial assets that are not
impaired or past due for each of the reporting dates under review are of good credit quality. The directors also
consider that the receivables that are past due and not impaired are fully recoverable.
The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of
trade and related party receivables. The main component of this allowance is a specific loss component that
relates to individually significant exposures, and a collective loss component established for groups of similar
assets in respect of losses that have been incurred but not yet identified. The collective loss allowance is
determined based on historical data of payment statistics for similar financial assets.
(Decrese)/Increase in provision
Closing Balance 30 September/31 March
Interim Report September 2018
Page 11
AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018
7.
PROPERTY, PLANT AND EQUIPMENT
Land Buildings
Land
Improvements
Plant &
Equipment
Motor
Vehicles
Computer
Equipment
Fixture &
Fittings,
Office
Equipment
Bearer
Plants -
Grape Vines
Total
$$$$$$$$$
As at 31 March 2018
Cost
Cost as at 1 April 2017320,000 901,166 50,000 426,796 94,790 13,703 183,971 80,000
2,070,426
Additions - - - 12,790 3,954 4,569 20,442 -
41,755
Cost as at 31 March 2018
320,000 901,166 50,000 439,586 98,744 18,272 204,413 80,000
2,112,181
Accumulated Depreciation
- (231)- (28,147) (21,945) (4,568) (18,291) (6,000)(79,182)
- (2,756)- (62,695) (18,068) (5,947) (25,860) (5,550)(120,876)
- (2,987)- (90,842) (40,013) (10,515) (44,151) (11,550)
(200,058)
Carrying Amount
Cost 320,000 901,166 50,000 439,586 98,744 18,272 204,413 80,000
2,112,181
- (2,987)- (90,842) (40,013) (10,515) (44,151) (11,550)(200,058)
320,000 898,179 50,000 348,744 58,731 7,757 160,262 68,450
1,912,123
As at 30 September 2018
Cost
Cost as at 1 April 2018320,000 901,166 50,000 439,586 98,744 18,272 204,413 80,000
2,112,181
Additions - 4,033 - 1,559 - 10,170 623 -
16,385
Cost as at 30 September 2018
320,000 905,199 50,000 441,145 98,744 28,442 205,036 80,000
2,128,566
Accumulated Depreciation
- (2,987)- (90,842) (40,013) (10,515) (44,151) (11,550)(200,058)
- (1,295)- (26,713) (8,104) (3,961) (11,826) (2,567)(54,466)
- (4,282)- (117,555) (48,117) (14,476) (55,977) (14,117)
(254,524)
Carrying Amount
Cost 320,000 905,199 50,000 441,145 98,744 28,442 205,036 80,000
2,128,566
- (4,282)- (117,555) (48,117) (14,476) (55,977) (14,117)
(254,524)
320,000 900,917 50,000 323,590 50,627 13,966 149,059 65,883 1,874,042
Accumulated Depreciation at 1
April 2017
Depreciation charge for the year
Accumulated Depreciation at
31 March 2018
Accumulated Depreciation
Carrying Amount 31 March
2018
Carrying Amount 30
September 2018
Accumulated Depreciation at 1
April 2018
Depreciation charge for the
period
Accumulated Depreciation at
30 September 2018
Accumulated Depreciation
Interim Report September 2018
Page 12
AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018
8.INTANGIBLE ASSETS
Goodwill Brands Trademarks
Distribution Right
Asset Total
$$$$$
Year ended 31 March 2018
Cost
Cost as at 1 April 2017
495,785 31,161 1,100 454,467
982,513
- - 1,500 - 1,500
Cost as at 31 March 2018495,785 31,161 2,600 454,467 984,013
Accumulated Amortisation
- - (109)(265,093)(265,202)
- - (242)(75,750)(75,992)
- - (351)(340,843)(341,194)
Accumulated Impairment
(495,785) (31,161)- (21,208)(548,154)
- - - (92,416)(92,416)
(495,785) (31,161)- (113,624)(640,570)
Carrying Amount
Cost
495,785 31,161 2,600 454,467
984,013
- - (351)(340,843)(341,194)
(495,785) (31,161)- (113,624)(640,570)
- - 2,249 - 2,249
Period ended 30 September 2018
Cost
Cost as at 1 April 2018
495,785 31,161 2,600 454,467
984,013
Additions by- - - - -
Fully written off- - - (454,467)(454,467)
Cost as at 30 September 2018495,785 31,161 2,600 - 529,546
Accumulated Amortisation
- - (351)(340,843)(341,194)
- - (128)- (128)
Fully written off- - - 340,843 340,843
- - (479)- (479)
Accumulated amortisation 1 April
2018
Amortisation for the period
Accumulated amortisation as at
30 September 2018
Additions by
Accumulated impairment as at 31
March 2018
Carrying Amount 31 March 2018
Accumulated impairment
Accumulated amortisation 1 April
2017
Impairment for the
year
Accumulated amortisation 1 April
2017
Accumulated amortisation as at
31 March 2018
Amortisation for the year
Accumulated amortisation
Interim Report September 2018
Page 13
AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018
8.INTANGIBLE ASSETS (continued)
Goodwill Brands Trademarks
Distribution Right
Asset Total
$$$$$
Period ended 30 September 2018 (continued)
Accumulated Impairment
(495,785) (31,161)- (113,624)(640,570)
- - - --
Fully written off- - - 113,624 113,624
(495,785) (31,161)- - (526,946)
Carrying Amount
Cost 495,785 31,161 2,600 - 529,546
- - (479)- (479)
(495,785) (31,161)- - (526,946)
- - 2,121 - 2,121
9.TRADE, OTHER AND RELATED PARTY PAYABLES
SeptemberMarch
20182018
Note$$
Trade payables
53,547 155,762
Accruals
99,823 203,045
Related party payables
10 41,603 391,034
Other payables
40,129 37,629
235,102 787,470
Accumulated amortisation
The normal trade credit terms granted to the Group range from 30 to 90 days. The trade creditors are unsecured
and non-interest bearing. The carrying amount disclosed above is a reasonable approximation of fair value.
Related party payables are unsecured and repayable on demand. The related party payables except for NZ
Silveray Limited are non-interest bearing. For NZ Silveray Limited, interest is charged at 7.04% for amounts
advanced up to $600,000 and at 8.32% for amounts advanced over $600,000.
Accumulated Impairment 1 April
2018
Impairment for the period
Accumulated impairment as at 30
September 2018
The goodwill and brands were allocated to the Longview Estate winery and vineyard and have a $nil carrying balance
as at 30 September 2018 (31 March 2018: $nil).
Accumulated impairment
Carrying Amount 30 September
2018
Amortisation and impairment charges of $128 are recognised under administration expenses in the Statement of
Comprehensive Income.
The distribution right asset is allocated to National Dairy Group Limited. During the March 2018 financial year, the
distribution right asset suffered impairment as a result of the distribution right agreement with Guangdong ceasing
trading.
Interim Report September 2018
Page 14
AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018
10.RELATED PARTIES
Related Parties:
Australasian International Group Limited
Bo Xian Cao
E Way Holdings Group Limited
E Way Trading Limited
KWXS Trading Limited
Lin FangShareholder of company
May Sun Trading Limited
NZ Silveray Group Limited
Qiang Li
Super Life NZ Ltd
Tongqu Trading Group Limited
Yang Xia
Yinrui Shen
New Zealand National Trade Limited
Company associated with director, Mr Bo Xian Cao
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.
Guangdong Silver Fern Network Technology Co.
Limited
Guangdong Sanjiang Industry Development Limited
Guangdong Farmside International Trading Co.
Limited
Director of company and subsidiaries
Company associated to company's major shareholder
Company associated to company's major shareholder
New Zealand Guangdong General Association of
Commerce Inc
Company associated with director, Mr Bo Xian Cao
Company associated with director, Mr Qiang Li
Director of company and subsidiary
Federation of New Zealand Shenzhen Societies Inc.
Company associated to company's major shareholder
Company associated to company's major shareholder
Company associated to company's major shareholder
Company associated with director, Mr Bo Xian Cao
Guangdong Yinrui Investment & Management
Company
Howard & Co Chartered Accountants Limited
Company associated to company's major shareholder
Director of company and subsidiaries, senior employee of AFC,
director of NZ Silveray Group Limited
Company associated to company's major shareholder
Company associated with director Mr Hao Long
Hao Long
Company associated with Shuang Xia, director of subsidiary
Company associated to company's major shareholder
Company associated to company's major shareholder
Company's major shareholder
Director of company
NZ Guangdong Business Development Corporation
Limited
New Zealand Asia-Pacific Cultural Exchange Centre
Limited
Company associated with director, Mr Zilei Wang
Director of subsidiary and shareholder
Company associated with director, Mr Bo Xian Cao
Interim Report September 2018
Page 15
AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018
10.RELATED PARTIES (continued)
Related party balances
The following balances were held with related parties at year end.
SeptemberMarch
20182018
Related Party Receivables
$$
Australasian International Group LimitedSale of products101,642 121,608
667,085 648,800
KWXS Trading LimitedAdvances132 -
52,291 -
Super Life NZ Limited Sale of products58,853 72,823
880,003 843,231
SeptemberMarch
20182018
Related Party Payables
$$
Australasian International Group Limited Purchase of goods- 380,718
E Way Holdings Group LimitedDirector fee- 3,833
26,029 -
9,632 -
- 1,500
NZ Silveray Group Limited4,983 4,983
Tongqu Trading Group Limited959 -
41,603 391,034
Sales of products, advances
and interest
New Zealand Asia-Pacific Cultural Exchange Centre
Limited
Director fee
Purchaseofgoodsand
services
Guangdong Silver Fern Network Technology Co.
Limited
Sale of products and refund
of Distribution Fees
Guangdong Farmside International Trading Co.
Limited
Nature of Transactions
The related parties receivables and payables are unsecured advances and repayable on demand. There is no
collateral or guarantees for related parties payables.
Sales made to related parties in China are made on extended terms with payment due 3 months from the date the
goods are received by the related party.
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
Management fee
NZ Silveray Group Limited
GuangdongFarmsideInternationalTradingCo.
Limited
Nature of Transactions
Purchase of goods and
services
Interim Report September 2018
Page 16
AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018
10.RELATED PARTIES (continued)
SeptemberMarch
20182018
Related party transactions
$$
Sales of products or services provided to the following:
Australasian International Group Limited (sales of products)
108,780 184,320
E Way Holdings Group Limited
1,280 2,162
E Way Trading Limited
13,506 30,146
Federation of New Zealand Shenzhen Societies Inc.
- 438
Guangdong Farmside International Trading Co., Ltd (sales of products)
610,991 889,618
Howard & Co Chartered Accountants
- 1,176
KWXS Trading Limited
115 -
Mr Bo Xian Cao
- 1,176
New Zealand Asia-Pacific Cultural Exchange Centre Limited
- 324
New Zealand Guangdong General Association of Commerce Inc.
300 491
NZ Silveray Group Limited
2,058 69
Super Life NZ Limited (sales of products)
- 392,352
737,030 1,502,272
Expenses repaid/recharged on behalf of the Group:
Guangdong Farmside International Trading Co. Ltd21,246 33,729
Guangdong Silver Fern Network Technology Co. Limited
8,632 1,056
Guangdong Yinrui Investment & Management Company Limited
- 18,647
Other related parties
93 29,806
29,971 83,238
Australasian International Group Limited (purchase of goods) 307,509 664,447
Australasian International Group Limited (marketing services) 156,000 -
E Way Holdings Group Limited
20,000 41,000
Guangdong Farmside International Trading Co. Limited (purchase of goods)55,509 702,782
Guangdong Farmside International Trading Co. Limited (sales commission)2,307 2,497
Guangdong Sanjiang Industry Development Limited- 18,398
Guangdong Yinrui Investment & Management Company9,423 12,243
10,000 20,000
May Sun Trading Limited-12,000
New Zealand Asia-Pacific Cultural Exchange Centre Limited2,595 12,342
New Zealand National Trade Limited8,750 -
NZ Guangdong Business Development Corporation Limited- 1,696
NZ Silveray Group Limited26,000 56,333
Tongqu Trading Group Limited4,167 -
602,260 1,543,738
Interest received or debited on related party balances:
Guangdong Farmside International Trading Co. Limited
105 189
NZ Silveray Group Limited
135 -
240 189
Howard & Co Charted Accountants Limited
Purchases from the following for services or products provided:
Interim Report September 2018
Page 17
AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018
10.RELATED PARTIES (continued)
SeptemberMarch
20182018
Related party transactions (continued)
$$
Interest paid or credited on related party balances:
NZ Silveray Group Limited - on advances
- 10,315
- 3,010
- 13,325
Other transactions:
-
276,991
- 276,991
The have been no share placement during the period ended 30 September 2018.
Key Management Personnel
SeptemberMarch
20182018
$$
Short-term employee benefits
3,422 11,324
Directors' fees
67,666 114,667
Other remuneration
114,077 180,608
185,165 306,599
11.COMMITMENTS AND CONTINGENCIES
SeptemberMarch
20182018
$$
Less than one year187,438 193,383
Between one and five years92,938 183,200
More than five years- -
Total operating lease commitments280,376 376,583
The Group has no capital commitments at 30 September 2018 (31 March 2018: Nil)
The Group leases offices and warehouse under a non-cancellable operating lease expiring in three years. The Group
also leases additional viveyard land in Whangarei which is just under five hectares in area. The lease is for a term of
three years less one day and commenced 1 March 2016. The Group has also entered into operating leases for eftpos
and printing equipment with lease terms expiring in three years.
NZ Silveray Group Limited - deferred consideration payable for Distribution Right
Asset extinguished due to Distribution Rights agreement ceasing
NZ Silveray Group Limited - on deferred consideration payable for Distribution Right
Asset
Commitments for minimum lease payments in relation to non-cancellable
operating leases are payable as follows:
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:
Interim Report September 2018
Page 18
AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018
12.FINANCIAL INSTRUMENTS
Loans and
receivables
Financial
liabilities at
amortised cost
Total
$$$
Financial Assets:
Cash and cash equivalents522,113 - 522,113
Trade debtors and other receivables314,919 - 314,919
Related party receivables880,003 - 880,003
Total financial assets1,717,035 - 1,717,035
Financial liabilities:
Trade creditors and other payables- 188,442 188,442
Related party payables and loans41,603 - 41,603
Total financial liabilities41,603 188,442 230,045
Financial Assets:
Cash and cash equivalents665,779 - 665,779
Trade debtors and other receivables455,530 - 455,530
Related party receivables843,231 - 843,231
Total financial assets1,964,540 - 1,964,540
Financial liabilities:
Trade creditors and other payables- 396,436 396,436
Related party payables and loans391,034 - 391,034
Total financial liabilities391,034 396,436 787,470
13. INVESTMENT IN SUBSIDIARIES
Name of subsidiaryPrincipal activity
September
2018
March
2018
Vineyard and winery
51%51%
Commodity trading
100%100%
National Dairy Group Limited100%100%
51%51%
100%100%
100%100%
The fair value of the financial instruments of the Group approximates their carrying value.
31 March 2018
The carrying amounts presented in the statement of financial position relate to the following categories of assets and
liabilities:
Non-Trading
Manufacturing
Ownership interest and voting
rights
AFC Longview Limited
AFC International Trading Group Limited
AFC Biotechnology Manufacture Co Limited
AFC GoGlobal Education Limited
AFC Education Investment Limited
Non-Trading
Non-Trading
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.
30 September 2018
Categories of financial assets and liabilities
Interim Report September 2018
Page 19
AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018
13. INVESTMENT IN SUBSIDIARIES (continued)
14.SEGMENT REPORTING
International marketing and distribution
Vineyard and winery
Manufacturing
AFC Biotechnology Manufacture Co Limited which manufactures disposable face masks.
Corporate
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 operations of this segment include providing accounting, management and administration services to other
segments of the Group. AFC GoGlobal Ecommerce Limited and AFC Education Investment Limited did not trade
during the period and have been included under this segment.
AFC Longview Limited, a vineyard and winery based in Whangarei which produces and sells a number of varietals
and blends of wine.
National Dairy Group Limited, which sources food products for distribution for China. National Dairy Group Limited
became non-active during the period.
AFC International Trading Group Limited, which sources packaged food products, cosmetics and health products.
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 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.
All the subsidiaries are incorporated in New Zealand and have 31 March balance dates. They also apply uniform
accounting policies with the parent company.
Interim Report September 2018
Page 20
AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018
14.SEGMENT REPORTING (continued)
For the six months ended 30 September 2018
International
Marketing
Vineyard
and winery Corporate Manufacturing
Eliminations and
adjustments
Period ended 30
September 2018
$$$$$$
Operating Income
876,069 347,547 - 421,449 - 1,645,065
Inter-segment Revenue- 314 - 432,999 (433,313)-
Other Income59,577
6,746 3,582 691
(59,786)10,810
Finance Income105 -
61,671 115
(59,172)2,719
Total Revenue935,751 354,607 65,253 855,254 552,271- 1,658,594
Operating Expenses
Finance Expense2,742 31,204
135 25,190
(59,172)99
128 - - - - 128
Depreciation
3,164 15,833 11,285 24,184 - 54,466
(168,028) (59,341) (62,119)(82,688)(11,219)(383,395)
For the six months ended 30 September 2017
International
Marketing
Vineyard
and winery Corporate Manufacturing
Eliminations and
adjustments
Period ended 30
September 2017
$$$$$$
Operating Income
4,010,349 338,805-540,920-4,890,074
Inter-segment Revenue17,076 9,087-375,360(401,523)0
Other Income42,606
5,830 89,829 5,970
(108,523)35,712
Finance Income122 19
32 406
- 579
Total Revenue4,070,153 353,741 89,861 922,656 (510,046)4,926,365
Operating Expenses
Finance Expense54,345 14,248
6,151 8,871
(77,455)6,160
168,281- - - - 168,281
Depreciation
3,124 17,843 9,830 28,259 - 59,056
(314,947) (143,972) 128,522 104,421 (23,431)(249,407)
Revenue from external
customers
The following tables present revenue and profit information for the Group's operating segments for the six months
ended 30 September 2018 and 2017, respectively:
Amortisationand
impairment losses
Revenue from external
customers
Segment profit/(loss)
before tax
Segment profit/(loss)
before tax
Amortisationand
impairment losses
Interim Report September 2018
Page 21
AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018
14.SEGMENT REPORTING (continued)
As at 30 September 2018
International
Marketing
Vineyard
and winery Corporate Manufacturing
Eliminations and
adjustments
Period ended 30
September 2018
$$$$$$
Assets
Segment assets814,595 2,238,425 4,759,273 1,697,763 (4,639,527)4,870,529
Capital Expenditure623 5,592 10,170 - - 16,385
Segment Liabilities362,018 869,774 107,597 738,743 (1,843,030)235,102
As at 31 March 2018
International
Marketing
Vineyard
and winery Corporate Manufacturing
Eliminations and
adjustments
Year ended 31
March 2018
$$$$$$
Assets
Segment assets872,765 2,159,273 4,884,550 2,201,335 (4,616,586)5,501,337
Capital Expenditure11,543 9,504 1,119 19,589 - 41,755
Segment Liabilities395,935 833,607 170,755 1,218,481 (1,831,308)787,470
15. NET TANGIBLE ASSETS PER SHARE
SeptemberMarch
20182018
$$
Total Assets4,870,529 5,501,337
Less Intangible assets2,121 2,249
Tangible assets4,868,408 5,499,088
Less total liabilities235,102 787,470
Net tangible assets4,633,306 4,711,618
Number of ordinary shares on issue3,664,253,194 3,664,253,194
Net tangible assets / liabilities per share in cents0.0013 0.0013
The following tables present assets and liabilities information for the Group's operating segments as at 30 September
2018 and 31 March 2018, respectively:
The eliminations and adjustments of segment profit, assets and liabilities relate to intercompany transactions and
balances which are eliminated on consolidation.
The net tangible assets and number of shares are as follows:
Interim Report September 2018
Page 22
AFC GROUP HOLDINGS LIMITED
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED 30 SEPTEMBER 2018
16.CONTINGENT LIABILITIES
The Group has no contingent liabilities at 30 September 2018 (31 March 2018 : Nil)
17.EVENTS AFTER THE REPORTING PERIOD
18.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 2018
Page 23
AFC GROUP HOLDINGS LIMITED
CORPORATE INFORMATION
SOLICITORSAFC GROUP HOLDINGS LIMITED
DLA Piper New ZealandSecurity code: AFC
P O Box 160Listed on NZAX Market
Auckland 1140NZ Company number: 1799581
SHARE REGISTRAR HEAD OFFICE / REGISTERED OFFICE
Computershare Investor Services Limited AFC Group Holdings Limited
Private Bag 92119245 Ti Rakau Drive
Level 2, 159 Hurstmere RoadBurswood
TakapunaAuckland 2013
Auckland 1142
TELEPHONE
ACCOUNTANTS 64-9-930-0245
RSM New Zealand (Auckland)
PO Box 204276WEBSITE
Level 2, Building 5www.afcnz.com
60 Highbrook Drive, Highbrook
Auckland 2013
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 2018
Page 24
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.
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