AFC releases Annual Report for the year ended 31 March 2019
AFC GROUP HOLDINGS LIMITED
ANNUAL REPORT 2019
FOR THE YEAR ENDED 31 MARCH 2019
AFC GROUP HOLDINGS LIMITED
ANNUAL REPORT CONTENTS
FOR THE YEAR ENDED 31 MARCH 2019
Page
Directors' Profiles
2
Directors' Report
3
Corporate Governance Statement4 - 5
AFC Longview Limited6
AFC International Trading Group Limited 7
National Dairy Group Limited 8
AFC Biotechnology Manufacture Co Limited 9
AFC GoGlobal Ecommerce Limited 10
AFC Education Investment Limited 10
Financial Statements 11
Consolidated Statement of Comprehensive Income 12
Consolidated Statement of Changes in Equity 13
Consolidated Statement of Financial Position 14
Consolidated Statement of Cash Flows15
Notes to the Consolidated Financial Statements 16 - 55
Independent Auditor's Report56 - 58
Shareholder and Statutory Information59 - 62
Corporate Information63
AFC Group Holdings Limited Annual Report 2019
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.ZileiWanggraduatedfromShanghai
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.
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 research and
development, purchasing and 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.
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.
AFC Group Holdings Limited Annual Report 2019
Page 2
AFC GROUP HOLDINGS LIMITED
Yang Xia
Chairman of the Board of Directors
Looking forward to the next year, AFC Group and its subsidiaries have a series of new plans and management
from personnel structure to product structures, new products development to customer service, sales channels
development to brand promotions, achieving a cost-effective model, and revising the Group's profit model and
organisation. There is some good news that the DDMASK Tmall (Alibaba) flagship store will be officially opened
soon. The celebration promotion event of the 50th anniversary of AFC Longview will also begin in July 2019.
Overall, AFC Group has made a qualitative leap in corporate governance and management, brand building and
publicity, and work production throughout the year. This is due to the strong support and substantial help by the
shareholders, staff and the support from the communities. On behalf of all the staffs of AFC Group, I would like
to sincerely thanks for all the support given throughout the year.
In addition, the Group participated in the first China International Import Expo in October 2018 and achieved
good results in on-site sales and contracted customers. The consolidated financial statement of the Group has
been successfully audited and we had no audit adjustment in the current year.
DIRECTORS' REPORT
After three years of development, AFC Group is constantly exploring the paths suitable for its own development
and has continuously organised the winery, biotechnology, trading, education and other sectors. Over the past
few years, AFC Group has provided more than 40 jobs opportunities to the local communities and paid nearly a
million in taxes. In the process of continuous development and exploration, AFC Group has repeatedly adjusted
its tactics and strategic decisions, and finally formed a stable structure led by AFC Group which focuses on the
two major sectors of wineries and biotechnology. As a result, the Group has a clearer future development plan.
The DDMASK facial mask brand produced by AFC Biotechnology Manufacturing Co Ltd. became the first mask
brand in New Zealand registered by China's National Medical Products Administration (NMPA) in April 2018.
The record marks that DDMASK officially entered China in a commodities trade and directly faced Chinese
consumers. In addition, in order to provide better service in the market and to consumers, and to strengthen
brand management, the company has successfully reached strategic cooperation agreements with several
large distributors at the end of 2018. At the beginning of 2019, the company launched the new scenery view
series masks. DDMASK products have successfully entered the airport duty-free shops and are available to the
general public.
AFC Group Holdings Limited successfully merged to the NZX main board equity security market (NZX) on the 1
February 2019 and became one of the 173 listed companies in New Zealand. The listing of the NZX main board
has laid a solid foundation for the future development of the AFC Group in the New Zealand capital market.
In 2018-2019, AFC Longview Limited actively participated in an official event and exhibition organised by the
New Zealand Wine and the NZTE. These events have greatly enhanced the reputation of AFC Longview. At the
same time, the winery also cooperated with several New Zealand well-known vineyards and launched a variety
of red and white wines. In 2018, these wines won the Golden Bottle Award, G100 Gold Award, and other wine
awards in China.
AFC Group Holdings Limited Annual Report 2019
Page 3
AFC GROUP HOLDINGS LIMITED
Meetings
Attended
Meetings Held
Yang Xia
33
33
33
Qiang Li
33
23
AUDIT COMMITTEE
Yang Xia
Qiang Li
Zilei Wang
20192018
MaleMale
Directors54
CORPORATE GOVERNANCE STATEMENT
Profiles of the individual Directors can be found on
page 2.
A breakdown of the gender composition of directors
and officers as at the Company's balance date,
including comparative figures is shown below:
The Board met 3 times during the year and received
papers, including regular reports from management,
to read and consider before each meeting. The Board
is provided at all times with accurate timely
information on all aspects of AFC’s operations and is
kept informed of key risks to AFC on a continuing
basis.
In addition, the Board meets whenever necessary to
deal with specific matters needing attention between
scheduled meetings, including a number of meetings
to consider various opportunities. These meetings are
not included in the numbers below.
Board Members
Hao Long
Bo Xian Cao
The AFC Audit Committee has been established to
focus on audit and risk management and specifically
addresses responsibilities relative to financial
reporting and regulatory conformance.
Non-Executive (Chair)
Non-Executive
Executive
Independent
Bo Xian Cao
Zilei Wang
The Audit Committee held and attended 3 meetings
during the year and comprised of the following
members:
The Board of Directors (“the Board”) of AFC Group
Holdings Limited (“AFC” or “the Company”)
recognises the need for strong corporate
governance practices and has adopted a
comprehensive corporate governance code.
The Board believes that the corporate governance
structures and practices encourage the creation of
value for AFC shareholders whilst ensuring the
highest standards of ethical conduct and providing
accountability and control systems commensurate
with the risks involved.
ROLE AND COMPOSITION OF THE BOARD
The Board is responsible for the direction and
control of AFC and is accountable to shareholders
and others for AFC’s performance and its
compliance with applicable laws, regulations and
standards.
AFC offers shareholders an experienced Board
with skills across a number of industries and
disciplines.
The AFC Constitution requires a minimum of three
Directors. The Board elects a Chairman whose
primary responsibility is the efficient functioning of
the Board.
For 31 March 2019, the Board comprised of the
following directors:
The Audit Committee is accountable for ensuring the
performance and independence of the external
auditors and also makes recommendations to the
Board. The committee met twice during the year.
Bo Xian Cao (Chairman)
Qiang Li
Zilei Wang
ETHICAL CONDUCT
AFC has adopted a policy of business ethical conduct
that is designed to formalise its commitment to high
standards of ethical conduct and to provide all
Directors and representatives with clear guidance on
those standards. These are governed by its Code of
Ethics, Conflicts of Interest Policy and its Insider
Trading Policy.
Hao Long
Independent
AFC Group Holdings Limited Annual Report 2019
Page 4
AFC GROUP HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT CONTINUED
OTHER COMMITTEES
SHAREHOLDER INFORMATION
AFC’s Code of Ethics details the ethical and
professional behavioural standards required of the
Directors and other officers. The code also
provides the means for proactively addressing and
resolving potential ethical issues.
The Conflicts of Interest Policy details the process
to be adopted for identifying conflicts of interest and
the actions that should be taken.
The Code of Ethics and Conflicts of Interest Policy
are available for the shareholders upon request.
The Board recognises the importance of providing
comprehensive and timely information to
shareholders.
Due to the importance of nomination and
remuneration matters the Board as a whole
addresses these and consequently there is no
separate Nomination or Remuneration Committee.
AFC maintains a website for shareholders,
www.afcnz.com. Shareholder reports, market
announcements, copies of Annual Reports,
presentations, press releases and news articles, as
well as performance data, are posted on the
website.
AFC Group Holdings Limited Annual Report 2019
Page 5
AFC GROUP HOLDINGS LIMITED
AFC LONGVIEW LIMITED
Longview Estate was established by the Vuletich family in 1969. Longview Estate Wines pioneered wine-growing
in Whangarei. Longview is the oldest commercially operating vineyard in northern New Zealand with a total area
of 6.5 hectares of vines. The Winery produces a series of wines with annual output of 18,000 litres. Varieties
include Cabernet Sauvignon, Merlot, Cabernet Franc, Malbec, Syrah, Chardonnay, White Diamond and
Gewürztraminer. The major wines are Reserve Gewurztraminer, Chardonnay, White Diamond, Merlot Cabernet
Franc Malbec-Syrah and Gumdiggers Port. White Diamond is the unique product in New Zealand. White
Diamond grapes produce a sweet fragrant, fruity wine, with an intense grape flavour. “Once tasted never
forgotten”.
AFC Group Holdings Limited Annual Report 2019
Page 6
AFC GROUP HOLDINGS LIMITED
AFC INTERNATIONAL TRADING GROUP LIMITED
AFC International Trading Group Limited (AFCIT) was setup to purchase products in New Zealand and to
export these to China and Hong Kong. AFCIT is able to draw on the capital resources of AFC and hence it can
purchase products from suppliers and export these to the most lucrative markets. AFCIT has helped many
exporters to gain access to the Chinese and Hong Kong markets without having to spend valuable money on
expensive marketing trips and promotion.
AFC Group Holdings Limited Annual Report 2019
Page 7
AFC GROUP HOLDINGS LIMITED
NATIONAL DAIRY GROUP LIMITED
National Dairy Group Limited (NDG) is involved in research and development, manufacturing and
management. All NDG products pass the qualification of GMP (Good Manufacturing Practice) in New
Zealand. NDG is a wholly owned subsidiary of AFC Group Holdings Limited (AFC), NDG owns the “ Morning “
brand plus other brands. Its products are sold across New Zealand, Australia and China. NDG promotes
natural health and scientific nutrition so it is able to provide its customers with high quality health food.
AFC Group Holdings Limited Annual Report 2019
Page 8
AFC GROUP HOLDINGS LIMITED
AFC Biotechnology Manufacture Co Limited started production within six months after incorporation in July
2016. The designed annual capacity of the production line is 7 million sheets of face mask. With the most
advanced face mask production line in New Zealand, the company adopts GMP standard and operates in a
dust-free work shop. The Company sells both in New Zealand and exports primarily to China.
AFC BIOTECHNOLOGY MANUFACTURE CO. LIMITED
AFC Group Holdings Limited Annual Report 2019
Page 9
AFC GROUP HOLDINGS LIMITED
AFC EDUCATION INVESTMENT LIMITED
AFC Education Investment Limited (AFCEI) was established to acquire and reconstruct for educational
institutes. It will integrate the educational resources and models of studying abroad between China and New
Zealand.
AFC GOGLOBAL ECOMMERCE LIMITED
GoGlobal is designed to be a platform which specialises in the sale of quality New Zealand and Australian
products to China. This easy to use international platform allows producers and retailers to access the vast
Chinese market with ease. The sellers can control their own prices, inventory, and all other aspects of the
marketing and sales process from New Zealand.
AFC Group Holdings Limited Annual Report 2019
Page 10
AFC GROUP HOLDINGS LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
AFC GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2019
20192018
Notes
NZ$ NZ$
Operating Revenue2 2,602,043 6,506,888
Cost of Sales(1,436,205) (5,146,361)
Gross profit1,165,838 1,360,527
Other Income2 20,820 347,473
Expenses
Selling and Distribution Expenses3 (957,643) (510,382)
Administration Expenses3 (1,187,412) (1,628,208)
Impairment loss on trade receivables(25,377)(29,674)
(983,774) (460,264)
Finance Income
2 3,726
1,431
Finance Expense
3 (100)
(13,989)
3,626 (12,558)
Profit / (Loss) before income tax(980,148) (472,822)
Income tax expenses4 - -
Profit / (loss) for the year(980,148)(472,822)
Other comprehensive income
- -
Total comprehensive income / (loss) for the year(980,148) (472,822)
Profit/(loss) and Total Comprehensive Income Attributable to:
Equity holders of the parent(583,177) (412,406)
Non-controlling interest
7
(396,971)(60,416)
(980,148) (472,822)
Profit / (loss) per share:
Basic earnings per share (cents per share)
5 (0.00027) (0.00013)
Diluted earnings per share (cents per share)
5 (0.00027) (0.00013)
Operating profit / (loss)
The financial statements are to be read in conjunction with the notes to the financial statements set out on pages 16 to 55.
AFC Group Holdings Limited Annual Report 2019
Page 12
AFC GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2019
Notes
Issued
Share
Capital
Accumulated
Losses
Equity
Holders of
the Parent
Non-
Controlling
Interests
Total
NZ$ NZ$ NZ$ NZ$ NZ$
Balance as at 1 April 201728,679,503 (24,706,885) 3,972,618 1,014,071 4,986,689
Net loss for the financial year-(412,406) (412,406) (60,416) (472,822)
Other comprehensive income-----
Total comprehensive income/(loss)-(412,406) (412,406) (60,416) (472,822)
Transactions with owners
Ordinary shares issued
6,7
--- 200,000 200,000
Total transactions with owners--- 200,000 200,000
Balance as at 31 March 201828,679,503 (25,119,291) 3,560,212 1,153,655 4,713,867
Net loss for the financial year-(583,177) (583,177) (396,971) (980,148)
Other comprehensive income-----
Total comprehensive income/(loss)-(583,177) (583,177) (396,971) (980,148)
Balance as at 31 March 201928,679,503 (25,702,468) 2,977,035 756,684 3,733,719
The financial statements are to be read in conjunction with the notes to the financial statements set out on pages 16 to 55.
AFC Group Holdings Limited Annual Report 2019
Page 13
AFC GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2019
20192018
Notes
NZ$
NZ$
SHAREHOLDERS EQUITY
Issued share capital
6
28,679,503 28,679,503
Accumulated losses(25,702,468) (25,119,291)
Total Equity attributable to shareholders of the company2,977,035 3,560,212
Non-controlling Interest
7
756,684 1,153,655
Total shareholders funds 3,733,719 4,713,867
Represented by:
CURRENT ASSETS
Cash and cash equivalents
8
240,645 665,779
Trade, other and related party receivables
9
969,876 1,298,761
Inventories
11
1,207,417 1,308,632
Prepayments and other current assets
10
139,348 313,793
Total current assets2,557,286 3,586,965
NON-CURRENT ASSETS
Property, plant and equipment
12
1,828,860 1,912,123
Intangible assets and goodwill
14
1,158 2,249
Deferred tax assets
4
- -
Total non-current assets1,830,018 1,914,372
Total assets4,387,304 5,501,337
CURRENT LIABILITIES
Trade, other and related party payables
15
653,585 787,470
Total current liabilities653,585 787,470
Total liabilities653,585 787,470
Net assets 3,733,719 4,713,867
For and behalf of the Board, dated ______________________
Yang XiaHao Long
Director Director
The financial statements are to be read in conjunction with the notes to the financial statements set out on pages 16 to 55.
AFC Group Holdings Limited Annual Report 2019
Page 14
26/06/2019
AFC GROUP HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2019
20192018
Notes
NZ$ NZ$
Cash flows from operating activities
Cash was received from:
Receipts from customers 2,955,678 6,628,350
Receipts from related parties- 718,364
Interest received3,726 1,431
Other receipts20,820 56,930
Cash was applied to:
Payments to suppliers and employees(3,333,134) (7,553,745)
Payments to related parties(41,524)-
Interest paid(100)(13,989)
Income tax paid-
-
Net cash outflow from operating activities
17
(394,534) (162,659)
Cash flows from investing activities
Cash was received from:
Proceeds from disposal of property, plant and equipment
1,058 -
Cash was applied to:
Purchase of property, plant and equipment
12
(25,978)(41,755)
14
- (1,500)
Net cash outflow from investing activities(24,920)(43,255)
Cash flows from financing activities
Cash was received from:
Proceeds from issue of equity to non-controlling interests
7
- 200,000
Cash was applied to:
Payments to related parties- (119,701)
Net cash inflow from financing activities- 80,299
(419,454) (125,615)
Foreign currency translation adjustment
(5,680)13,553
Cash and cash equivalents at the beginning of the year
665,779 777,841
Cash and cash equivalents at the end of the year
8
240,645 665,779
Purchase of intangible assets
Net increase/(decrease) in cash and cash equivalents
The financial statements are to be read in conjunction with the notes to the financial statements set out on pages 16 to 55.
AFC Group Holdings Limited Annual Report 2019
Page 15
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
1.ACCOUNTING POLICIES
REPORTING ENTITY
1.1Statement of compliance
1.2 Basis of preparation
1.3 New accounting standards adopted
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 and its ordinary shares are quoted on the NZX main
board equity security market (NZX main market) 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 consolidated financial statements of AFC Group Holdings Limited for the year ended 31 March 2019 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. As a listed company, the
Group is considered a Tier One 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 also operates in the winery and vineyard industry which has manufacturing operations.
These financial statements have been prepared in accordance with NZ GAAP. They comply with New Zealand
equivalents to International Financial Reporting Standards and other applicable Financial Reporting Standards ("NZ
IFRS"), as applicable to the Group as a profit oriented entity. These financial statements also comply with International
Financial Reporting Standards ("IFRS").
The 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.
The consolidated financial statements are prepared on a cost basis except for biological produce which has been
measured at fair value and financial assets which are carried at amortised cost. The preparation of financial
statements in conformity with NZ IFRS and IFRS requires the use of certain critical accounting estimates and
assumptions. 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 1.24.
The 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 Group has applied NZ IFRS 15 (Revenue from Contracts with Customers) and NZ IFRS 9 (Financial Instruments)
from 1 April 2018.
AFC Group Holdings Limited Annual Report 2019
Page 16
26/06/2019
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
1.ACCOUNTING POLICIES (continued)
1.3 New accounting standards adopted (continued)
NZ IFRS 9 sets out the requirements for recognising and measuring financial assets and financial liabilities and
replaces IAS 39 Financial Instruments: Recognition and Measurement. NZ IFRS 9 replaces the multiple classification
and measurement categories in IAS 39 with a single model that has initially two main classification categories:
amortised cost and fair value. Classification of debt assets will be driven by the entity’s business model for managing
the financial assets and the contractual cash flow characteristics of the financial assets.
As a result of the adoption of NZ IFRS 9, the Group has adopted consequential amendments to IAS 1 Presentation of
Financial Statements, which require impairment of financial assets to be presented in the Statement of
Comprehensive Income as a separate line item. Previously, the Group presented impairment of trade receivables
under administration expenses. The Group has reclassified impairment losses of $29,674, recognised under
administration expenses to 'impairment losses on trade receivables' for the year ended 31 March 2018.
The Group has also adopted consequential amendments to NZ IFRS 7 Financial Instruments: Disclosures that are
applied to disclosures about 2018 but have not been generally applied to comparative information.
NZ IFRS 15: Revenue from Contracts with Customers – applicable to the Group from 1 April 2018
NZ IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is
recognised and replaces IAS 18 Revenue.
Under NZ IFRS 15, revenue is recognised when a customer obtains control of the goods or services. The Group will
recognise revenue from contracts with customers in accordance with that core principle by applying the following
steps: Step 1: Identify the contract(s) with a customer; Step 2: Identify the performance obligations in the contract;
Step 3: Determine the transaction price; Step 4: Allocate the transaction price to the performance obligations within the
contract; Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation. Under NZ IFRS 15,
revenue is recognised when a customer obtains control of the goods or services. Determining the timing of the transfer
of control - at a point in time or over time requires judgement.
There has been no material impact on the retained earnings as a result of the transition to NZ IFRS 15 as at 1 April
2018 as the recognition and measurement of revenue by the Group has not materially changed under the new
standard. The Group's contracts with customers for the supply of products and revenue are recognised at a point in
time when the sale is completed and the customer obtains control of the goods under the sale contract. The Group
does not have any additional performance obligations under these contracts that would need to be spread over a
longer term.
There has been no material impacts of adopting NZ IFRS 15 on the Group’s statement of financial position as at 31
March 2019 and statement of comprehensive income for the year ended 31 March 2019. There was also no material
impact on the Group’s statement of cash flows for the year ended 31 March 2019.
Contracts for the supply of goods
Under IAS 18, revenue for the contracts for the supply of goods to customers was recognised when the goods were
delivered to the customers which was taken to be the point in time at which the customer accepted the goods and the
related risks and rewards of ownership transferred. Revenue was recognised at that point provided that the revenue
and costs could be measured reliably and the recovery of the consideration was probable. Under NZ IFRS 15, revenue
for contracts for the supply of goods is recognised at a point in time when the customer obtains control of the goods
and all performance obligations have been satisfied.
NZ NZ IFRS 9: Financial Instruments
AFC Group Holdings Limited Annual Report 2019
Page 17
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
1.ACCOUNTING POLICIES (continued)
1.3 New accounting standards adopted (continued)
Original
carrying
amount
under IAS
39
New
carrying
amount
under NZ
IFRS 9
665,779 665,779
455,530 455,530
843,231 843,231
Total Financial Assets1,964,540 1,964,540
Financial Liabilities
396,436 396,436
391,034 391,034
Total Financial Liabilities787,470 787,470
Related party payables and loans
Trade creditors and other payables
There has been no significant impact of adopting NZ IFRS 9 on the opening balance of retained earnings and non-
controlling interest.
NZ NZ IFRS 9: Financial Instruments (continued)
New classification under
NZ IFRS 9
Amortised cost
Amortised cost
Amortised cost
Amortised cost
Impairment of financial assets
The impairment model in the NZ IFRS 9 also moves from the previous “incurred loss” model to an “expected loss”
model. The impairment provisioning on trade receivables is one of the main area of impact as a result of the
requirement to use a "expected loss" model.
The Group has determined that the application of NZ IFRS 9's impairment requirements as at 1 April 2018 did not
result in an material additional allowance for impairment.
Classification and measurement of financial assets and financial liabilities
NZ IFRS 9 sets out three principal categories for classifying financial assets as measure at amortised cost, Fair Value
Through Other Comprehensive Income ("FVOCI") and Fair Value Through Profit or Loss ("FVTPL") and eliminates the
previous IAS 39 categories of held to maturity, loans and receivables and available for sale.
NZ IFRS 9 largely retains the existing requirement in IAS 39 for the classification and measurement of financial
liabilities.
Financial assets and liabilities of the Group are measured at amortised cost. The classification and measurement of
these has remained the same under NZ IFRS 9. However, for those financial liabilities held at fair value, the Group will
be required to separate the fair value movement that relates to changes in the Group’s credit risk and record this
through Other Comprehensive Income rather than through profit or loss where the remaining change in value will be
recorded.
The following table summarises the original measurement categories under IAS 39 and the new measurement and
classification categories under NZ IFRS 9 for each class of the Group's financial assets and financial liabilities as at 1
April 2018.
Financial Assets
Amortised cost
Original
classification under
IAS 39
Loans and receivables
Loans and receivables
Loans and receivables
Loans and receivables
Amortised Cost
Financial Instrument
Related party receivables
Trade debtors and other receivables
Cash and cash equivalents
AFC Group Holdings Limited Annual Report 2019
Page 18
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
1.ACCOUNTING POLICIES (continued)
1.4New accounting standards and interpretations not yet adopted
1.5Basis of consolidation
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are
changes to one or more of the three elements of control. Consolidation of an investee begins when the Group obtains
control over the investee and ceases when the Group loses control of the investee. Assets, liabilities, income and
expenses of an investee acquired or disposed of during the year are included in the statement of comprehensive
income from the date the Group gains control until the date the Group ceases to control the investee.
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at 31
March 2019. Subsidiaries are those entities over which the Group has control. Control is achieved when the Group is
exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those
returns through its power over the investee.
NZ IFRS 16: Leases – applicable to the Group from 1 April 2019
NZ IFRS 16 requires lessees to account for all leases under a single on-balance sheet model (subject to certain
exemptions) in a similar way to finance leases under IAS 17: Leases. Lessees will be required to recognise a liability to
pay rentals with a corresponding asset, and recognise interest expense and depreciation separately. Reassessment of
certain key considerations (e.g. lease term, variable rents based on an index or rate, discount rate) by the lessee is
required upon certain events. Lessor accounting is substantially the same as lessor accounting under IAS 17’s dual
classification approach.
Impact: The Group currently has the operating lease commitments as disclosed under note 19, which will fall under
NZ IFRS 16. The Group has assessed the impact of the changes in NZ IFRS 16 on its accounting policy for the
recognition of leases. The Group will be required to recognise a ‘Right-of-use Asset’ and a corresponding ‘Finance
Liability’ in the statement of financial position for all of the leases. The change will also affect the profile of expenses
(interest and depreciation) and the timing of these expenses relative to the lease payments which are currently
recognised. Based on the operating lease commitments as at 31 March 2019, the Group will have a 'Right of use
Asset' approximately $780,000 and a corresponding 'Finance Liability' approximately $780,000 to recognise as at 1
April 2019.
When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant
facts and circumstances in assessing whether it has power over an investee, including:
- The contractual arrangement with the other vote holders of the investee;
- Rights arising from other contractual arrangements; and
- The Group’s voting rights and potential voting rights.
Profit or loss and each component of other comprehensive income ("OCI") are attributed to the equity holders of the
parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a
deficit balance. The financial statements of subsidiaries are prepared for the same reporting period as the Company,
using consistent accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows
relating to transactions between members of the Group are eliminated in full on consolidation.
A number of new standards, amendments to standards and interpretations have been approved but are not yet
effective and have not been adopted by the Group for the year ended 31 March 2019. These will be applied when they
become mandatory.
AFC Group Holdings Limited Annual Report 2019
Page 19
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
1.ACCOUNTING POLICIES (continued)
1.5Basis of consolidation (continued)
1.6Intangible assets and goodwill
1.7Going concern
- The Group has no external debt and is therefore not subject to any externally imposed capital requirements.
The consolidated financial statements have been prepared on a going concern basis. Management has reasonable
expectation that the Group had adequate resources to continue in operational existence for the foreseeable future.
As at 31 March 2019, the Group is in a positive working capital position of $1,903,701 (2018: $2,799,495) and net
equity of $3,733,719 (2018: $4,713.867). The Group did not raise any equity funding during the year (2018: $Nil) from
share placements. The Directors consider that using the going concern basis is appropriate having reviewed cash flow
projections of the Group to September 2020 based on a number of key assumptions and Director’s intentions
including:
Distribution right asset is amortised on the straight line basis over the life of the agreement and is also tested for
impairment annually. The distribution right asset is recognised in the statement of financial position at cost less
accumulated amortisation and any impairment losses.
Trademarks are also tested for impairment annually and are carried at cost less any accumulated amortisation and
impairment losses. Trademarks have a finite useful life of 10 years and the Group amortises these using the straight-
line method over 10 years. Trademarks are recognised in the statement of financial position at cost less accumulated
amortisation.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those
cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in
which the goodwill arose. The units or groups of units are identified at the lowest level at which goodwill is monitored
for internal management purposes, being the operating segments.
The Group treats transactions with non-controlling interests as transactions with equity owners of the Group. For
purchases from non-controlling interests, the difference between any consideration paid and the relevant share
acquired of the carrying value of net assets of the investee is recorded in equity. Gains or losses on disposals to non-
controlling interests are also recorded in equity.
- The Directors have forecasts that indicate the Group can manage its working capital requirements and trade
levels for at least 12 months from the date of these financial statements.
- All amounts receivable from trade receivables will be received as per customer agreements and repayment terms.
Intangible assets comprise goodwill and acquired brands, trademarks and distribution right asset. Goodwill and brands
are indefinite life intangibles subject to annual impairment testing. Brands are not amortised but are tested for
impairment annually and are carried at cost less any accumulated impairment losses.
- Bearing in mind past losses, the Group has restructured its business operations and forecasts for profits to
September 2020 by launching new products, entered into e-commerce platform, new marketing and pricing
strategies for AFC Longview Limited.
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the identifiable
net assets of the acquired subsidiary at the date of acquisition. Goodwill is not amortised but it is tested for impairment
annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at
cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of
goodwill relating to the entity sold.
AFC Group Holdings Limited Annual Report 2019
Page 20
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
1.ACCOUNTING POLICIES (continued)
1.8 Revenue
Sale of goods - Contracts with customers
Sale of goods - Other
Interest income
1.9Foreign currency
1.10Inventories
The Group generates revenue primarily from the sale of food, wine, health products and DD masks to its customers.
Other sources of revenue include interest income and rental income.
The Group recognises revenue under NZ IFRS 15 when a customer obtains control of the goods. The Group
recognises revenue to depict the transfer of products to customers in an amount that reflects the consideration to
which the entity expects to be entitled to in exchange for those goods or services.
Transactions in foreign currencies are translated to the functional currency of the Group at exchange rates at the dates
of the transactions.
Revenue from contracts with customers is recognised when the goods are delivered to the port of delivery and have
been accepted by the customer.
For contracts that permit the customer to return an item, revenue is recognised to the extent that it is highly probable
that a significant reversal in the revenue recognised will not occur. The amount of revenue recognised is adjusted for
expected returns based on historical data and trends for returns. The Group reviews its estimate of expected returns
at each reporting date.
Revenue is recognised when the goods are delivered to the customers and the customers obtain control of the goods.
The valuation of inventory is determined under the principle of lower of cost or net realisable value. The cost of
inventories is based on the first in first out principle, and includes expenditure incurred in acquiring the inventories and
bringing them to their existing location and condition. Net realisable value is the estimated selling price in the ordinary
course of business, less the estimated costs of completion and selling expenses.
Rental Income
Rental Income is recognised as income on a straight-line basis over the term of the lease.
Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the
functional currency at the exchange rate at the date. The foreign currency gains or loss on monetary items is the
difference between amortised cost in the functional currency at the beginning of the year, adjusted for effective interest
and payments during the year, and the amortised cost in foreign currency translated at the exchange rate at the end of
year.
Interest income is accrued on a time apportioned basis, by reference to the principal outstanding and at the effective
interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected
life of the financial asset to that asset's net carrying amount.
AFC Group Holdings Limited Annual Report 2019
Page 21
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
1.ACCOUNTING POLICIES (continued)
1.10Inventories (continued)
1.11Leases – Operating leases
The Group as lessee
The Group as a lessor
1.12Cash and cash equivalents
1.13Employee benefits
1.14Financial assets
The Directors’ assessment of the value is determined after reviewing and comparing the market price with the cost
and as a result of this, the carrying value of some inventories have been written down to estimated net realisable
value. The total amount of the provision written off to profit or loss at 31 March 2019 was $76,019 (31 March 2018:
$124,885).
Provision is made for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave
when it is probable that settlement will be required and they are capable of being measured reliably. Provisions made
in respect of employee benefits are measured at their nominal values using the remuneration rate expected to apply at
the time of settlement.
Included within the cost of inventory is the fair value of the grapes (agricultural produce) at the time the grapes are
harvested. At the point of harvest, the harvest of grapes qualify as agricultural produce under NZ IAS 41: Agriculture
and are recorded at fair value at that date. The fair value at balance date becomes the basis of cost when accounting
for inventories.
Growing Costs: Harvesting of the grape crop is ordinarily performed in late March. Costs incurred in growing the
grapes including any applicable harvest costs, are initially allocated into the cost of inventory as part of the total cost to
acquire and grow the agricultural produce. At the point of harvest, a fair value adjustment is made so that the cost per
tonne is adjusted to fair value in accordance with NZ IAS 41: Agriculture and NZ IFRS 13: Fair Value Measurement.
Any difference between cost and fair value is included within the statement of comprehensive income as cost of sales.
The Group measures debt assets at amortised cost as the Group holds the financial assets for the collection of the
contractual cash flows, and the contractual cash flows under the instrument solely represent payments of principal and
interest. All other debt and equity instruments including investments in equity investments are recognised at fair value.
Cash and cash equivalents comprise cash on hand and cash in bank.
Rental Income from operating leases is recognised as income on a straight-line basis over the period of the lease.
Leases in which significant portion of the risks and rewards of ownership are retained by the lessor are classified as
operating leases.
Payments made under operating leases are charged to the income statement on a straight-line basis over the period
of the lease. Lease incentives received are recognised in profit or loss in a straight-line basis over the lease term as an
integral part of the total lease expense.
AFC Group Holdings Limited Annual Report 2019
Page 22
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
1.ACCOUNTING POLICIES (continued)
1.14Financial assets (continued)
Financial assets at amortised cost
1.15Financial Liabilities
Financial liabilities at amortised cost
Interest and dividends
Related party payables
1.16Equity
1.17Goods and services tax (“GST”)
Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs and are
subsequently measured at amortised cost using the effective interest method.
Interest and dividends are classified as expenses or as distributions of profit consistent with the statement of financial
position classification of the related debt or equity instruments or component parts of compound instruments.
When shares recognised as equity are repurchased, the amount of the consideration paid, which includes directly
attributable costs is recognised as a deduction from equity. Repurchased shares are classified as treasury shares.
When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity
and the resulting surplus or deficit on the transaction is presented within share premium.
Revenue, expenses, assets and liabilities are recognised net of the amount of goods and services tax (GST), except
for receivables and payables, which are recognised inclusive of GST.
Trade and other payables are initially measured at fair value less transaction costs and subsequently carried at
amortised cost and due to their short term nature they are not discounted. They represent liabilities for goods and
services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group
becomes obliged to make future payments in respect of the purchase of these goods and services.
Trade, other and related party receivables are amounts due from customers and related parties in the ordinary course
of business. The Group holds the trade, other and related party receivables with the objective to collect the contractual
cash flows and therefore subsequently measures them at amortised cost using the effective interest method.
Loans and receivables are also measured and classified at amortised cost using the effective interest method less
impairment. Interest is not charged on overdue amounts.
Transaction costs arising on the issue of equity instruments are recognised directly in equity as a reduction of the
proceeds of the equity instruments to which the costs relate. Transactions costs are the costs that are incurred directly
in connection with the issue of those equity instruments and which would not have been incurred had those
instruments not been issued.
Share capital is classified as equity when the amount represents a residual interest. Incremental costs directly
attributable to the issue of new shares or warrants are shown in equity as a deduction, net of tax, from the proceeds.
AFC Group Holdings Limited Annual Report 2019
Page 23
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
1.ACCOUNTING POLICIES (continued)
1.18Income tax
1.19Property, plant and equipment
Recognition and measurement
Subsequent costs
Depreciation
not depreciated
0% - 6% Diminishing Value
40% - 50% Diminishing Value
20% Diminishing Value
10% - 40% Diminishing Value
20% - 30% Diminishing Value
Fixture and Fittings and Office Equipment8% - 67% Diminishing Value
7.5% Diminishing Value
Computer Equipment
Leasehold Improvements
Plant & Equipment
Deferred tax assets are recognised to the extent that it is probable that sufficient taxable amounts will be available
against which deductible temporary differences or unused tax losses and tax offsets can be utilised.
Items of property, plant and equipment are measured at cost less accumulated depreciation and any impairment
losses.
Cost includes expenditure that is directly attributable to the acquisition of the asset. In the event that settlement of all or
part of the purchase consideration is deferred, cost is determined by discounting the amounts payable in the future to
their present value as at the date of acquisition.
The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item
if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be
measured reliably. The costs of the day-to-day servicing of property, plant and equipment are recognised in the profit
and loss component of the consolidated statement of comprehensive income as incurred.
Grape Vines / Bearer Plants
Motor Vehicles
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate
items (major components) of property, plant and equipment.
Land & Land Improvements
Buildings
Depreciation is recognised in the consolidated statement of comprehensive income to write off the cost of an item of
property, plant and equipment over its expected useful life, at the following rates:
Taxation expense comprises both current and deferred tax.
Current tax is the expected tax payable on the taxable income for the financial year, using tax rates enacted or
substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Income tax is recognised in the Income Statement except when it relates to items that are recognised directly under
other comprehensive income, in which case the income tax is recognised in other comprehensive income.
Deferred tax is accounted for using the balance sheet method, providing for temporary differences between the
carrying values of assets and liabilities in the financial statements and the corresponding tax base of these items.
Deferred tax is determined using tax rates and regulations enacted at the balance sheet date in New Zealand, which is
the jurisdiction the Group operates and generates taxable income in.
AFC Group Holdings Limited Annual Report 2019
Page 24
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
1.ACCOUNTING POLICIES (continued)
1.19Property, plant and equipment (continued)
1.20 Biological Assets
1.21Impairment of assets
Financial assets
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to
an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed
through profit or loss to the extent the carrying amount of the investment at the date the impairment is reversed does
not exceed what the amortised cost would have been had the impairment not been recognised.
The group has revised its impairment methodology under NZ IFRS 9.
For trade, other and related party receivables, the group applies the NZ IFRS 9 simplified approach in measuring
expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets.
The Group also considers other forward looking economic factors in determining the impairment of trade, other and
related party receivables.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains or
losses are included in the profit and loss component of the consolidated statement of comprehensive income.
For financial assets carried at amortised cost, the amount of the impairment is the difference between the asset’s
carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate.
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the
exception of loan and trade receivables where the carrying amount is reduced through the use of an allowance
account.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is
greater than its estimated recoverable amount. The useful lives and residual values are reviewed annually.
Financial assets are impaired where there is objective evidence, that as a result of one or more events that occurred
after the initial recognition of the financial assets, the estimated future cash flows of the investment have been
impacted.
Biological assets consist of grape fruit bunches. The Group grows and purchases grapes to use in the production of
wine, as part of normal operations. Grapes are normally harvested between March and May each year. The grapes
harvested and purchased are adjusted to fair value at the point of harvest after taking into consideration of various
market factors, as well as reviewing the district average pricing report for grapes of similar quality and variety. Any
adjustment to bring the cost of sales to fair value is recognised in inventory and cost of sales.
When a trade receivable is uncollectible, it is written off against the allowance account. Subsequent recoveries of
amounts previously written off are credited against the allowance account. Changes in the carrying amount of the
allowance account are recognised in profit or loss.
AFC Group Holdings Limited Annual Report 2019
Page 25
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
1.ACCOUNTING POLICIES (continued)
1.21Impairment of assets (continued)
Non-financial assets
1.22Earnings per share
1.23Cash Flows
The following are the definitions used in the consolidated statement of cash flows:
Recoverable amount is the higher of fair value less costs to sell and value in use. 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 for which the estimates of future
cash flows have not been adjusted. If the recoverable amount of an asset is estimated to be less than its carrying
amount, the carrying value is reduced to the recoverable amount. An impairment loss is recognised in profit or loss
immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as
a revaluation decrease.
All impairment losses are immediately recognised through profit and loss.
At each reporting date the Group reviews the carrying amounts of its tangible and intangible assets to determine
whether there is any indication that those assets have suffered an impairment loss. If any such impairment exists, the
recoverable amount of the asset is estimated to establish the impairment loss, if any. Goodwill is tested for impairment
annually and whenever there is an indication that the asset may be impaired an adjustment is made and is not
subsequently reversed.
Investing activities are the acquisition and disposal of long-term assets not included in cash and cash equivalents.
Financing activities are activities that result in changes in the size and composition of the contributed equity and
borrowings of the Group.
Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted
average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which comprises
of warrants.
Cash and cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of
cash and which are subject to an insignificant risk of changes in value.
Operating activities are the principal revenue-producing activities of the Group and other activities that are not
investing or financing activities.
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated
by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of
ordinary shares outstanding during the period.
AFC Group Holdings Limited Annual Report 2019
Page 26
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
1.ACCOUNTING POLICIES (continued)
1.24 Critical accounting judgments and key sources of estimation uncertainty
Recognition of provision for deferred tax assets
Impairment of trade, other and related party receivables
Provision for Inventory
The Group's assessment of provisions for inventory obsolescence and net realisable value involves making estimates
and judgements in relation to future selling prices. The Group considers a wide range of factors including historical
data, current trends, recent sales data and product information from buyers as part of the process to determine the
appropriate value of these provisions.
In determining the impairment of trade, other and related party receivables provision, the Group assesses the
balances by applying the expected loss and forward looking approach under NZ IFRS 9. This assessment involves
making estimates and judgements regarding the historical data and trends, factors such as economic conditions,
external ratings, cash flow projections and other information available that impacts the customers of the Group.
The Group has not recognised a deferred tax asset (2018: had not recognised a deferred tax asset) on its statement
of financial position as at reporting date. Significant judgement is required in determining if the utilisation of deferred
assets is probable. The recognition of deferred tax assets is based upon whether it is more likely than not that
sufficient and suitable taxable profits will be available in the future against which the reversal of temporary differences
can be deducted. To determine the future taxable profits, reference is made to the latest forecasts of future earnings
of the Group. Where the temporary differences are related to losses, relevant tax law is considered to determine the
availability of the losses to offset against the future taxable profits (refer note 4).
In determining and applying accounting policies, judgement is often required in respect of items where the choice of
specific policy, accounting estimate or assumption to be followed could materially affect the reported results or net
asset position of the Group should it later be determined that a different choice would be more appropriate.
The Group prepares its consolidated financial statements in accordance with NZ IFRS, the application of which often
requires judgements to be made by management when formulating the Group’s financial position and results. Under
NZ IFRS, the Directors are required to adopt those accounting policies most appropriate to the Group’s circumstances
for the purpose of presenting a true and fair view of the Group’s financial position, financial performance and cash
flows.
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 and in any future periods affected. In particular, information
about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the
most significant effect on the amount recognised in the financial statements are described in more detail below.
AFC Group Holdings Limited Annual Report 2019
Page 27
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
2.REVENUE
20192018
Operating revenue
NoteNZ$NZ$
Sale of goods
2,602,043 6,606,888
Rendering of services - distribution fees
- (100,000)
Total operating revenue
2,602,043 6,506,888
Other Income
6,780 57,482
Rental Income
14,040 13,000
Gain on forgiveness of debt
- 276,991
20,820 347,473
Total Income
2,622,863 6,854,361
Finance Income:
Interest received on bank account
313 247
Interest received from related parties
181,031 189
Other Interest received
2,382 995
3,726 1,431
Gain on forgiveness of debt
Distribution Fees
Performance Obligations and Revenue Recognition
Revenue is measured based on the consideration specified in a contract with a customer. The Group
recognises revenue when it transfers control over a good or service to a customer.
The effect of initially adopting NZ IFRS 15 on the Group's revenue from contracts with customers is discussed
in note 1.3. Due to the transition method chosen in applying NZ IFRS 15, comparative information has not been
disclosed.
The Group had a loan from NZ Silveray Limited for the deferred consideration of the NDG Distribution Right
Asset (Note 14) with a balance of $276,991 as at 30 September 2017. NZ Silveray Limited agreed to write-off
and forgive the amount outstanding in September 2017 and this resulted in income for the gain on forgiveness
of debt of $276,991 for the year ended 31 March 2018.
Due to a change in circumstances and the distribution agreement ceasing, the Group issued a credit note to
Guangdong Farmside International Trading Co. Limited (formerly known as Guangdong Farmside Dairy
Development Limited) in September 2017. The total for the credit note issued was $200,000 and this related to
the monthly distribution fees revenue recognised in both the 2017 and 2018 year (from October 2016 to 30
September 2017).
AFC Group Holdings Limited Annual Report 2019
Page 28
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
3.EXPENSES
20192018
NoteNZ$NZ$
Included in Selling and Distribution Expenses
Advertising
541,297 136,318
Business Events 115,521 74,649
Freight and Courier9,166 24,324
Rent39,707 38,448
Salaries and Sales Commission 241,352 225,692
Included in Administration Expenses
Accounting and Consulting
74,050 152,575
Amortisation of Intangible Assets
14
150 75,992
Depreciation
12
108,917 120,876
Directors Fees
64,167 43,333
Entertainment
41,729 48,142
Impairment of Intangible Assets
14
- 92,416
Insurance
21,168 23,265
Kiwisaver Contributions
10,881 15,370
Legal Fees
974 35,893
Management Fees
18
20,000 14,667
Rent144,213 134,973
Salaries681,926 554,253
NZX costs
13,250 12,050
Travel 52,869 68,901
Auditors' remuneration
Audit of financial statements
Audit of 2017 financial statements (Staples Rodway)- 45,000
Audit of 2018 financial statements(14,903) 187,662
Audit of 2019 financial statements94,488 -
Other services
Tax compliance fees
- 370
Wine Standards Management Plan audit
1,628 1,610
Total fees paid to auditors
81,213 234,642
Finance costs:
Interest paid on borrowings from related parties
18
- (10,315)
18
- (3,010)
Other interest paid(100)(664)
(100) (13,989)
The auditors of the financial statements for 2019 were William Buck Audit (NZ) Limited (2018: William Buck
Audit (NZ) Limited).
Profit / (Loss) before income tax has been determined after charging:
Finance charge on deferred consideration for distribution right asset
AFC Group Holdings Limited Annual Report 2019
Page 29
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
4. INCOME TAX EXPENSE
4.1.Components of Income tax expense
20192018
NZ$NZ$
- -
- -
Income tax expense
- -
Reconciliation of effective tax rate
Profit / (loss) before income tax
(980,148) (472,822)
(274,441) (132,390)
Expected income expense / (benefit)
(274,441) (132,390)
Adjustments
Non deductible expenses
6,450 23,259
Losses not recognised and carried forward
286,608 100,272
Income tax expense
- -
4.2 Deferred tax assets and liabilities
20192018
NZ$NZ$
Deferred tax assets/(liabilities) arising from the following:
Unused tax losses
558,242 271,634
Provisions and accruals
76,363 95,180
Property, plant and equipment
200 -
Tax benefits not recognised
(634,805) (366,814)
Deferred tax assets as at 31 March 2019
- -
Unused tax
losses Accruals
Distribution
rights asset
Property,
plant and
equipment
Deferred
tax not
recognised
Total
NZ$NZ$NZ$NZ$NZ$NZ$
Balance as at 1 April 2017
171,362 133,407 (47,086)- (257,683)-
Movements
100,272 (38,227)47,086 - (109,131)-
Balance as at 31 March 2018
271,634 95,180 - - (366,814)-
Current year movements
286,608 (18,817)- 200 (267,991)-
Balance at 31 March 2019
558,242 76,363 - 200 (634,805)-
The tax rate used for the reconciliation above is the corporate tax rate of 28% (2018: 28%) payable by New
Zealand corporate entities on taxable profits under New Zealand tax law.
Current year income tax charge
Deferred tax movements
Income tax expense/(benefit) calculated at 28%
Deferred tax movements relating to origination and reversal of
temporary differences
(18,617) 8,859
AFC Group Holdings Limited Annual Report 2019
Page 30
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
4. INCOME TAX EXPENSE (continued)
4.2 Deferred tax assets and liabilities (continued)
5.
EARNINGS PER SHARE
20192018
NZ$NZ$
Basic earnings per share
Profit / (Loss) after taxation(980,148)(472,822)
3,664,253,194 3,664,253,194
Basic earnings per share(0.00027)(0.00013)
Diluted earnings per share
Profit / (Loss) after taxation(980,148)(472,822)
3,664,253,194 3,664,253,194
Diluted earnings per share(0.00027)(0.00013)
The Group has not recognised the deferred tax asset of $634,805 on its Statement of Financial Position as at
reporting date. In deciding whether to recognise the deferred tax assets, the Group has determined if the
utilisation of deferred assets is probable and whether it is likely that sufficient and suitable taxable profits will be
available in the future against which the reversal of temporary differences can be deducted.
Weighted average number ordinary shares on issue
Weighted average number ordinary shares on issue
There have been no other transactions involving ordinary shares or potential ordinary shares between the
reporting date and the date of authorisation of these financial statements.
The above amounts are tax effected balances. Obtaining the benefits of the deferred tax assets is dependent
upon deriving sufficient assessable income and the Group have assessed that there will be sufficient taxable
income with which to utilise the asset based on the forecasts provided.
Losses can be carried forward indefinitely under New Zealand tax law (assuming shareholder continuity
requirements are met and approval of the Inland Revenue Department is obtained). Losses incurred prior to the
change in shareholder control in 2016 were forfeited at the time the shareholding changed and are therefore not
available for future use.
The earnings and weighted average number of ordinary shares used in the calculation of basic earnings per share
are as follows:
AFC Group Holdings Limited Annual Report 2019
Page 31
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
6.AUTHORISED AND ISSUED SHARE CAPITAL
Shares
IssuedGroup
No.NZ$
6.1Ordinary shares
Balance at 1 April 2017
3,664,253,194 28,679,577
Movement for 2017 financial year
Ordinary shares authorised and issued
- -
Ordinary shares on issue at 31 March 2018
3,664,253,194 28,679,577
Treasury shares
(37,082)(74)
3,664,216,112 28,679,503
Movement for 2019 financial year
Ordinary shares authorised and issued
- -
Ordinary shares on issue at 31 March 2019
3,664,253,194 28,679,577
Treasury shares
(37,082)(74)
3,664,216,112 28,679,503
6.2Warrants
Shares
IssuedGroup
No.NZ$
Movement for 2018 financial year
Balance as at 1 April 2017
1,782,897,324
-
Warrants forfeited/expired during the year
(1,782,897,324)-
Balance as at 31 March 2018
- -
Ordinary shares on issue at 31 March 2018 excluding
treasury shares
Ordinary shares on issue at 31 March 2019 excluding
treasury shares
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.
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 balance date, the company held 37,082
treasury shares which were acquired during 2016.
AFC Group Holdings Limited Annual Report 2019
Page 32
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
6.AUTHORISED AND ISSUED SHARE CAPITAL (continued)
6.2Warrants (continued)
Shares
IssuedGroup
No.NZ$
Movement for 2019 financial year
Balance as at 1 April 2018
- -
Warrants forfeited/expired during the year
- -
Balance as at 31 March 2019
- -
7
NON-CONTROLLING INTEREST
AFC Longview Limited
AFC Biotechnology Manufacture Co Limited
Both entities are incorporated and domiciled in New Zealand.
The balance of 1,782,897,324 warrants as at 1 April 2017 related to the April 2015 warrants issued by the
company at $nil per warrant to all existing shareholders on the basis of one (1) warrant for each share held at that
date. Each warrant being a warrant to subscribe for one (1) ordinary share in the Company at an exercise price of
NZ 0.2 cents each payable in cash on exercise, and to be exercisable at any time up to 31 December 2017. This
balance was forfeited on 31 December 2017 as under the terms of the warrant issue, warrants not exercised by
31 December 2017 lapsed and all rights in regards to them expired. No other warrants were issued during the
2019 year.
On 26 February 2016 AFC Longview Limited was recapitalised by the issue of 2,399,999 shares of $1 each for
cash. 1,223,999 shares were subscribed by AFC Group Holdings Limited and a non-controlling interest
subscribed to the remaining 1,176,000 shares (49% of the equity).
No dividends have been declared or paid for the year ended 31 March 2019 (2018: $nil).
There are non-controlling interests in AFC Longview Limited and AFC Biotechnology Manufacture Co Limited.
AFC Biotechnology Manufacture Co Limited was incorporated in July 2016 with 100 ordinary shares issued at
$10,000 for each share. For the 2019 year, AFC Group Holdings Limited held 51% of the shares and non-
controlling interest having 49% shareholding.
AFC Group Holdings Limited Annual Report 2019
Page 33
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
7
NON-CONTROLLING INTEREST (continued)
201820192018
NZ$NZ$NZ$
Summarised statement of financial position
Current assets1,895,927 683,177 665,860
Current liabilities1,218,481 1,161,897 833,607
Current net assets/(liabilities)677,446 (478,720)(167,747)
Non-current assets305,408 1,473,516 1,493,413
Non-current net assets305,408 1,473,516 1,493,413
Net assets982,854 994,796 1,325,666
481,598 487,450 649,576
Summarised statement of comprehensive income
Revenue2,034,501 422,840 389,836
Profit/(Loss) for the year318,803 (330,870)(442,099)
Other comprehensive income- - -
Total comprehensive income/(loss)
318,803
(330,870)(442,099)
156,213 (162,126)(216,629)
Summarised cash flows
Cash flows from operating activities(1,091,217)(533,718)235,112
Cash flows from investing activities(19,588)(10,095)(9,504)
Cash flows from financing activities1,121,656 370,862 (65,266)
10,851 (172,951)160,342
(479,275)
-
(1,667)
(54,889)
Net increase/(decrease) in cash and cash
equivalents(12,138)
44,418
Net Assets attributed to non-controlling interest
Profit/(Loss) allocated to non-controlling
interest
AFC Longview Limited
AFC Biotechnology
Manufacture Co Limited
(234,845)
2019
246,754
258,597
(479,275)
The non-controlling interest in AFC Longview Limited and AFC Biotechnology Manufacture Co Limited are set out
below. The amounts stated are before any inter-company eliminations.
1,663,230
NZ$
1,489,614
1,244,632
244,982
503,579
258,597
AFC Group Holdings Limited Annual Report 2019
Page 34
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
7
NON-CONTROLLING INTEREST (continued)
AFC Longview Limited (162,126)(168,744)
AFC Biotechnology Manufacture Co Limited (234,845)(244,430)
(396,971)(413,174)
AFC Longview Limited (216,629)(225,470)
AFC Biotechnology Manufacture Co Limited 156,213 162,590
(60,416)(62,880)
20192018
NZ$NZ$
AFC Longview Limited
Opening Balance 1 April 2017
649,576 866,205
Profit and total comprehensive income attributed to non-controlling interest
(162,126)(216,629)
487,450 649,576
AFC Biotechnology Manufacture Co Limited
Opening Balance 1 April 2017
504,079 147,866
Payment received for equity issued to non-controlling interest
- 200,000
Profit and total comprehensive income attributed to non-controlling interest
(234,845)156,213
269,234 504,079
Total effect of non-controlling interest
756,684 1,153,655
8. CASH AND CASH EQUIVALENTS
20192018
NZ$NZ$
Cash at bank and on hand240,645 665,779
Total cash and cash equivalents
240,645 665,779
31 March 2019
31 March 2018
During the 2018 year, $200,000 was received from non-controlling interest in AFC Biotechnology Manufacture Co
Limited for share capital that has been unpaid as at 31 March 2017.
The effect on the profit and loss attributable to non-controlling interest and to the equity holders of the parent of
AFC Longview Limited and AFC Biotechnology Manufacture Co Limited is summarised as follows:
The effect on the equity attributable to the owners of AFC Longview Limited and AFC Biotechnology Manufacture
Co Limited is summarised as follows:
Profit/(loss)
allocated to non-
controlling
interest
Profit/(loss)
allocated to the
equity holders
of the parent
Total
comprehensive
income/(loss) for
the year
(123,296)
318,803
(442,099)
(810,145)
(479,275)
(330,870)
AFC Group Holdings Limited Annual Report 2019
Page 35
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
8. CASH AND CASH EQUIVALENTS (continued)
9. TRADE, OTHER AND RELATED PARTY RECEIVABLES
20192018
Note
NZ$NZ$
Trade receivables - third parties162,357 490,615
Trade receivables - related parties
18
812,304 778,227
Allowance for impairment losses(60,462)(35,085)
Total trade receivables
914,199 1,233,757
Other related party receivables18
55,677 65,004
Total trade and related party receivables
969,876 1,298,761
Analysis of trade and related party receivables
Current
69,123
583,316
Past due 0-30
2,976
230,431
Past due 31-90
311,682
132,437
Past due more than 90
590,880
322,658
974,661 1,268,842
20192018
NZ$NZ$
Movement in the allowance for impairment losses
Opening Balance 1 April 2018
35,085 20,411
25,377 14,674
60,462 35,085
Increase in provision
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 18.
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.
Closing Balance 31 March 2019
The carrying amount of cash and cash equivalents approximates their fair value. Cash at bank earns interest at
floating rates on daily deposit balances.
AFC Group Holdings Limited Annual Report 2019
Page 36
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
10.PREPAYMENTS AND OTHER CURRENT ASSETS
20192018
NZ$NZ$
Advances to suppliers
- 131,049
Prepayment of expenses
97,356 32,273
Taxation receivable
140 40,987
GST receivable
41,852 109,484
139,348 313,793
11.INVENTORIES
20192018
NZ$NZ$
Work in progress
94,273 54,545
Finished goods
1,189,163 1,066,956
Inventory in Transit
- 312,016
Provision for inventory
(76,019)(124,885)
Total Inventories
1,207,417 1,308,632
Provision for closing stock
(124,885)(241,374)
68,300 241,374
(19,434)(124,885)
(76,019)(124,885)
Opening provision for inventory
Prepayment of inventory is required to secure the production of specific inventory items produced to the
company's specification.
The fair value of agricultural produce as at the point of harvest was $51,541 (2018: $27,219). A fair value loss of
$183,185 (2018: $194,213) was recorded during the year within cost of sales.
Reversal of opening provision for inventory
Inventory of $76,019 has been expensed and written down to net realisable value/lower of cost (31 March 2018:
$124,885). There were reversals of $68,300 for the provision for stock during the year (2018: $241,374).
Assessing write downs for inventory obsolescence and net realisable value involves making estimates and
judgements in relation to future selling prices between the most recent store stock counts and reporting date.
Charged to profit and loss
Closing provision for closing stock
AFC Group Holdings Limited Annual Report 2019
Page 37
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
12.
PROPERTY, PLANT AND EQUIPMENT
Land Buildings
Land
Improvements
Plant &
Equipment
Motor
Vehicles
Computer
Equipment
Fixture &
Fittings,
Office
Equipment
Bearer
Plants -
Grape Vines
Total
NZ$NZ$NZ$NZ$NZ$NZ$NZ$NZ$NZ$
Year ended 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 2018320,000 901,166 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
Year ended 31 March 2019
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 - 8,599 - 12,168 1,178 - 25,978
Disposal- - - (410)- (188)- - (598)
Cost as at 31 March 2019320,000 905,199 50,000 447,775 98,744 30,252 205,591 80,000 2,137,561
Accumulated Depreciation
- (2,987)- (90,842) (40,013) (10,515) (44,151) (11,550)(200,058)
- (2,591)- (52,599) (16,208) (8,773) (23,612) (5,134)(108,917)
- - - 274 - - - - 274
- (5,578)- (143,167) (56,221) (19,288) (67,763) (16,684) (308,701)
Carrying Amount
Cost 320,000 905,199 50,000 447,775 98,744 30,252 205,591 80,000
2,137,561
- (5,578)- (143,167) (56,221) (19,288) (67,763) (16,684)(308,701)
320,000 899,621 50,000 304,608 42,523 10,964 137,828 63,316 1,828,860
Bearer plants consist of grape vines on our vineyards here in New Zealand. As at 31 March 2019, the Group had grape vines planted on
4.75 productive hectares of land (2018: 4.75 hectares). The Group also leased vineyard land which is just under 5 hectares (2018: 5
hectares). The lease was terminated as at 31 March 2019. Refer to note 19 commitments.
Accumulated Depreciation
Carrying Amount 31
March 2019
Accumulated Depreciation
at 1 April 2018
Depreciation charge for the
year
Accumulated
Depreciation at 31 March
2019
Disposal
Accumulated Depreciation
at 1 April 2017
Accumulated
Depreciation at 31 March
2018
Accumulated Depreciation
Carrying Amount 31
March 2018
Depreciation charge for the
year
AFC Group Holdings Limited Annual Report 2019
Page 38
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
13. BIOLOGICAL ASSETS
Biological assets comprise the grape fruit bunches growing on the grape vines.
20192018
Carrying value of biological assets
NZ$NZ$
- -
Movements in Period
Additions at fair value
51,541 27,219
Transfer of harvested fresh fruit bunches to inventory
(51,541)(27,219)
- -
14.INTANGIBLE ASSETS
GoodwillBrands Trademarks
Distribution
Right Asset Total
NZ$NZ$NZ$NZ$NZ$
Year ended 31 March 2018
Cost
Cost as at 1 April 2017
495,785 31,161 1,050 454,467
982,463
Additions- - 1,500 - 1,500
Cost as at 31 March 2018495,785 31,161 2,550 454,467 983,963
Accumulated Amortisation
- - (59)(265,093)(265,202)
- - (242)(75,750)(75,992)
- - (301)(340,843)(341,194)
Opening Balance
Accumulated amortisation
as at 31 March 2018
Accumulated amortisation at 1
April 2017
Amortisation for the year
Balance as at 31 March
Refer to the segment reporting disclosure in Note 22 for details on the vineyard and winery.
The Company grows grapes to use in the production of wine, as part of normal operations. Vineyards are
located in Whangarei, New Zealand. Grapes are harvested between March and May each year.
During the year ended 31 March 2019, the Group harvested grapes equal to 13,719 litres of wine (2018:
8,350 litres). Of this amount the Company purchased 4,120 litres (2018: 4,700 litres) from independent third
party growers. The grapes harvested are adjusted to fair value at the point of harvest and any adjustment to
bring the cost of sales to fair value is recognised in inventory and cost of sales.
The Group is exposed to financial risks in respect of agricultural activity. The agricultural activity of the
Company consists of the management of vineyards to produce grapes for use in the production of wine. The
primary financial risk associated with this activity occurs due to the length of time between expending cash
on the purchase or planting and maintenance of grape vines and on harvesting grapes, and ultimately
receiving cash from the sale of wine to third parties. The Company's strategy to manage this financial risk is
to actively review and manage its working capital requirements. The quality and quantity of the grape harvest
is dependent on seasonal climatic factors such as rainfall, sunshine and temperature, including frosts.
AFC Group Holdings Limited Annual Report 2019
Page 39
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
14.INTANGIBLE ASSETS (continued)
GoodwillBrands Trademarks
Distribution
Right Asset Total
NZ$NZ$NZ$NZ$NZ$
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 2,550 454,467
983,963
- - (301)(340,843)(341,144)
(495,785) (31,161)- (113,624)(640,570)
- - 2,249 - 2,249
Year ended 31 March 2019
Cost
Cost as at 1 April 2018
495,785 31,161 2,550 454,467
983,963
Additions- - - - -
Disposals- - (1,050)- (1,050)
Cost as at 31 March 2019495,785 31,161 1,500 454,467 982,913
Accumulated Amortisation
- - (301)(340,843)(341,144)
- - (150)- (150)
Disposals- - 109 - 109
- - (342)(340,843)(341,185)
Accumulated Impairment
(495,785) (31,161)- (113,624)(640,570)
- - - - -
(495,785) (31,161)- (113,624)(640,570)
Carrying Amount
Cost
495,785 31,161 1,500 454,467
982,913
- - (342)(340,843)(341,185)
(495,785) (31,161)- (113,624)(640,570)
- - 1,158 - 1,158
Accumulated amortisation
Accumulated impairment
Accumulated Impairment at 1
April 2017
Impairment for the year
Accumulated impairment as
at 31 March 2018
Accumulated impairment
Accumulated impairment as
at 31 March 2019
Carrying Amount 31 March
2018
Accumulated amortisation
Carrying Amount 31 March
2019
The goodwill and brands were allocated to the Longview Estate winery and vineyard and have a $nil carrying
balance as at 31 March 2019 (2018: $nil).
Accumulated amortisation at 1
April 2018
Amortisation for the year
Accumulated amortisation
as at 31 March 2019
Accumulated Impairment at 1
April 2018
Impairment for the year
AFC Group Holdings Limited Annual Report 2019
Page 40
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
14.INTANGIBLE ASSETS (continued)
Goodwill and brands
Distribution right asset
15.TRADE, OTHER AND RELATED PARTY PAYABLES
20192018
NoteNZ$NZ$
Trade creditors
111,763 155,762
Accruals
150,361 203,045
Related party payables18
374,260 391,034
Other payables
17,201 37,629
653,585 787,470
The distribution right asset was fully impaired during the 2018 year as a result of the distribution right
agreement with Guangdong ceasing trading. Amortisation of $75,750 and impairment of $168,166 were
recorded in the Statement of Comprehensive Income for the 2018 year resulting in the carrying value of the
distribution right asset of being $nil.
The distribution right asset was allocated to National Dairy Group Limited and has a $nil carrying balance as
at 31 March 2019 (2018: $nil).
During the year, the trademark costs of $1,050 were disposed due to unsuccessful trademark registration
application. The Group had assessed all trademark and no further impairment has been recognised during
the year.
The amortisation charge of $150 (2018: $75,992) is recognised under administration expenses in the
Statement of Comprehensive Income.
The value of the acquired brand that was acquired as part of the Longview Estate was determined by Grant
Thornton, Chartered Accountants under the relief of royalty method at the time of acquisition 1 March 2016.
A royalty base was determined by reference to the amount for which the asset would be acquired in an arm's
length transaction securing the same rights, net of any cost to maintain the asset. The fair value was the net
present value of theoretical royalties that was calculated by applying a royalty rate to the royalty base.
Goodwill on acquisition was calculated after comparing the net assets acquired at fair value to the
consideration paid for the Longview Estate. The value of goodwill acquired was determined after the
Longview state assets were valued by Logan Stone, registered valuers and the brands were valued by Grant
Thornton and compared to the purchase price paid.
Goodwill and brands were fully impaired in year 2017 and have a $nil carrying balance as at 31 March 2019.
Management recognised an impairment charge of $494,845 at 31 March 2017 against goodwill, with a final
carrying value of $nil and an impairment charge of $31,161 against brands with a final carrying value of $nil
as at 31 March 2017. The impairment charge was recorded within administration expenses in the Statement
of Comprehensive Income.
On 8 December 2015, AFC acquired a Distribution Right Asset owned by National Dairy Group Limited from
the Company's major shareholder, NZ Silveray Group Limited for $480,000. At the date of acquisition NDG
had not traded, however was in the process of registering trademarks for the "morning" brand. The
distribution agreement with Guangdong entitle the Group to exclusive distribution rights of this brand for a
consideration of $200,000 a year commencing 1 July 2015 for a 3 year period.
AFC Group Holdings Limited Annual Report 2019
Page 41
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
15.TRADE, OTHER AND RELATED PARTY PAYABLES (continued)
16.BORROWINGS
17.
NET CASH OUTFLOW FROM OPERATING ACTIVITIES
The reconciliation of net profit / (loss) with cash outflow from operations is as follows:
20192018
NZ$NZ$
Profit/(loss) before taxation(980,148)(472,822)
Adjustment for non cash items
Amortisation and impairment of intangible assets150 168,408
Depreciation of property, plant and equipment108,917 120,876
Fair value adjustment on agricultural produce183,185 194,213
- (276,991)
5,680 (13,553)
Gain on disposal of property, plant and equipment(734)-
Intangible assets written off941 -
Adjustment for movements in working capital items
Trade and other receivables353,635 121,463
Inventories(81,970)(73,373)
Prepayments and other current assets174,445 261,072
Related party receivable(24,750)341,250
Trade and other payables(117,111)(910,316)
Related party payables(16,774)377,114
Taxation receivable- -
Net cash outflow from operating activities(394,534)(162,659)
18.RELATED PARTIES
Foreign exchange differences
The Group has no long-term borrowings (2018: $nil).
Reconciliation of net profit / (loss) with cash outflow from
operations
Forgiveness of debt
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.
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. Refer to note 18 for related parties.
AFC Group Holdings Limited Annual Report 2019
Page 42
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
18.RELATED PARTIES (continued)
Related Parties:
Company associated with director Mr Hao Long
Shareholder of company
Company associated with director, Mr Bo Xian Cao
NZ Silveray Group LimitedCompany's major shareholder
Super Life NZ Ltd
Tongqu Trading Group Limited
Director of company and subsidiary
Shareholder of company
Related party balances
The following balances were held with related parties at year end.
31 March31 March
20192018
$$
Related Party Receivables
Australasian International Group LimitedSale of products483 121,608
808,513 648,800
Advances132 -
Super Life NZ Limited Sale of products58,853 72,823
867,981 843,231
Company associated to company's major shareholder
Director of company and subsidiaries
Company associated with director, Mr Bo Xian Cao
Australasian International Group Limited
Bo Xian Cao
E Way Holdings Group Limited
Hao Long
KWXS Trading Limited
Lin Fang
Guangdong Sanjiang Industry Development Limited Company associated to company's major shareholder
Guangdong Farmside International Trading Co.
Limited
Company associated to company's major shareholder
May Sun Trading Limited
Qiang Li
Yang Xia
Yinrui Shen
E Way Trading LimitedCompany associated with director, Mr Bo Xian Cao
Federation of New Zealand Shenzhen Societies Inc. Company associated with director, Mr Bo Xian Cao
Howard & Co Consulting and Advisory Services
Limited (Previously Howard & Co Chartered
Accountants Limited)
Company associated with Lin Fang, shareholder of company
Company associated with Shuang Xia, director of subsidiary
New Zealand Asia-Pacific Cultural Exchange Centre
Limited
NZ Guangdong Business Development Corporation
Limited
New Zealand Guangdong General Association of
Commerce Inc
Company associated with director, Mr Bo Xian Cao
New Zealand National Trade LimitedCompany associated with director, Mr Qiang Li
Director of company
Company associated to company's major shareholder
Guangdong Silver Fern Network Technology Co.
Limited
Company associated to company's major shareholder
Guangdong Yinrui Investment & Management
Company Limited
Company associated to company's major shareholder
Director of company and subsidiaries, senior employee of AFC,
director of NZ Silveray Group Limited
Shuang Xia
Director of subsidiary
Company associated to company's major shareholder
Nature of Transactions
Guangdong Farmside International Trading Co.
Limited
Sale of products and refund of
Distribution Fees
Company associated with director, Mr Zilei Wang
KWXS Trading Limited
AFC Group Holdings Limited Annual Report 2019
Page 43
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
18.RELATED PARTIES (continued)
Year ended Year ended
31 March
2019
31 March
2018
Related party transactions
$$
Related Party Payables
Australasian International Group Limited
207,006 380,718
- 3,833
157,212 -
4,101 -
- 1,500
NZ Silveray Group Limited4,983 4,983
Tongqu Trading Group Limited958 -
374,260 391,034
Sales of products or services provided to the following:
Australasian International Group Limited (sales of products)
109,262 184,320
E Way Holdings Group Limited
7,912 2,162
E Way Trading Limited
31,146 30,146
Federation of New Zealand Shenzhen Societies Inc.
- 438
Guangdong Farmside International Trading Co., Ltd (sales of products)
943,546 889,618
790 1,176
KWXS Trading Limited
115 -
Mr Bo Xian Cao
- 1,176
New Zealand Asia-Pacific Cultural Exchange Centre Limited
788 324
New Zealand Guangdong General Association of Commerce Inc.
- 491
NZ Silveray Group Limited
2,646 69
Super Life NZ Limited (sales of products)
- 392,352
1,096,205 1,502,272
Purchases of goods
E Way Holdings Group Limited Directors fee
New Zealand Asia-Pacific Cultural Exchange Centre
Limited
Purchase of goods and services
Management fees
Director fee
The related parties receivables and payables are unsecured, non-interest bearing 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.
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. No interest is charged on the management fee
balance payable as at 31 March 2019.
Purchase of goods and services
Guangdong Farmside International Trading Co.
Limited
Guangdong Silver Fern Network Technology Co.
Limited
Purchase of goods and services
Howard & Co Consulting and Advisory Services Limited (Previously Howard & Co
Chartered Accountants Limited)
AFC Group Holdings Limited Annual Report 2019
Page 44
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
18.RELATED PARTIES (continued)
Year ended Year ended
31 March
2019
31 March
2018
Related party transactions
$$
Expenses repaid/recharged on behalf of the Group:
Guangdong Farmside International Trading Co. Limited
23,808 33,729
Guangdong Silver Fern Network Technology Co. Limited
6,087 1,056
Guangdong Yinrui Investment & Management Company Limited
7,257 18,647
Other related parties
12,109 29,806
49,261 83,238
667,886 664,447
509,610 -
20,000 19,333
215,823 702,782
2,307 2,497
- 18,398
9,423 12,243
20,000 20,000
- 12,000
5,378 12,342
1,250 -
- 1,696
32,000 34,667
1,483,677 1,500,405
Interest received or debited on related party balances:
187
189
844
-
1,031 189
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
NZ Silveray Group Limited - deferred consideration payable for Distribution Right
Asset extinguished due to Distribution Rights agreement ceasing
NZ Silveray Group Limited
Guangdong Farmside International Trading Co. Limited
Purchases from the following for services or products provided:
NZ Silveray Group Limited
NZ Guangdong Business Development Corporation Limited
New Zealand Asia-Pacific Cultural Exchange Centre Limited
May Sun Trading Limited
Guangdong Farmside International Trading Co. Limited (purchase of goods)
Guangdong Farmside International Trading Co. Limited (sales commission)
Guangdong Sanjiang Industry Development Limited
Guangdong Yinrui Investment & Management Company
NZ Silveray Group Limited - on deferred consideration payable for Distribution Right
Asset
Howard & Co Consulting and Advisory Services Limited (Previously Howard & Co
Chartered Accountants Limited)
New Zealand National Trade Limited
Australasian International Group Limited (purchase of goods)
Australasian International Group Limited (marketing services)
E Way Holdings Group Limited
AFC Group Holdings Limited Annual Report 2019
Page 45
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
18.RELATED PARTIES (continued)
Key Management Personnel
MarchMarch
20192018
$$
Short-term employee benefits
6,282
11,324
Directors' fees
64,167
43,333
Other remuneration
209,423
180,608
279,872
235,265
19.COMMITMENTS
Operating lease commitments - Group as lessee
Non-cancellable operating lease rentals are payable as follows:
20192018
NZ$NZ$
As at 31 March:
Less than one year182,370 193,383
Between one and five years716,963 183,200
More than five years12,934 -
Total operating lease commitments912,267 376,583
20192018
NZ$NZ$
Lease of offices and warehouse - 245 Ti Rakau Drive 181,520 172,339
Lease of printer and eftpos equipment540 540
Vineyard Rental12,000 12,000
The Group has no capital commitments at 31 March 2019 (2018: $nil).
The Group leases offices and warehouse in Auckland under a non-cancellable operating lease expiring in three
years.
The Group also leased additional vineyard land just under five hectares in Whangarei. The lease was for a term
of three years less one day beginning on 1 March 2016 and finishing 28 February 2019. The lease was
terminated as at 31 March 2019.
The group has also entered into operating leases for eftpos with lease terms expiring in three years. The lease
for printing equipment will be terminated on June 2019.
Commitments for minimum lease payments in relation to non-cancellable
operating leases are payable as follows:
Paymentsmadeunderoperatingleases(netofanyincentivesreceivedfromthelessor)arechargedtothe
income statement on a straight-line basis for the 2019 financial year as follows:
Key management personnel are defined as those persons having authority and responsibility for planning, directing
and controlling the activities of the Group, directly or indirectly, and include the directors and the Chief Executive.
Remuneration paid to key management personnel is as follows:
AFC Group Holdings Limited Annual Report 2019
Page 46
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
20.FINANCIAL INSTRUMENTS
The effect of initially applying NZ IFRS 9 on the Group's financial instruments is discussed in note 1.3.
Financial
asset at
amortised
cost
Financial
liabilities at
amortised
cost
Total
NZ$NZ$NZ$
Financial Assets:
Cash and cash equivalents240,645 - 240,645
Trade debtors and other receivables101,895 - 101,895
Related party receivables867,981 - 867,981
Total financial assets1,210,521 - 1,210,521
Financial liabilities:
Trade creditors and other payables- 279,325 279,325
Related party payables and loans- 374,260 374,260
Total financial liabilities- 653,585 653,585
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 loans- 391,034 391,034
Total financial liabilities- 787,470 787,470
Capital management
The capital structure of the Group consists of debt and equity attributable to equity holders of the parent,
comprising of issued capital and retained earnings. The Group's capital includes shares and retained earnings
with total shareholders' funds equal to $3,733,719 (2018: $4,713,867). Related party payables of $374,260
(2018: $391,034) included in the Group's capital structure are disclosed in note 18. As there is no collateral over
the related party payables, the maximum exposure is represented by the carrying amount of the payables as at
the end of the reporting period.
31 March 2018
Categories of financial assets and liabilities
The specific financial risks that the Group is exposed to are discussed below.
31 March 2019
The fair value of the financial instruments of the Group approximates their carrying value.
The use of financial instruments exposes the Group to credit, interest rate and liquidity risks. The Group's
overall risk management programme seeks to minimise potential adverse effects on the Group's financial
performance.
The carrying amounts presented in the statement of financial position relate to the following categories of assets
and liabilities:
AFC Group Holdings Limited Annual Report 2019
Page 47
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
20.FINANCIAL INSTRUMENTS (continued)
Credit risk
Credit risk concentration profile
Exposure to credit risk
The exposure of credit risk for trade and other receivables by geographical region is as follows:
20192018
NZ$NZ$
China
808,513 648,800
Hong Kong
483 121,607
160,880 528,354
Total trade and related party receivables969,876 1,298,761
Ageing analysis
The ageing analysis of the Group’s trade and related party receivables as at reporting date is as follows:
20192018
NZ$NZ$
Not past due
124,509 648,320
Past due 0-30
2,976 230,430
Past due 31-90
311,682 132,437
Past due more than 90
530,709 287,574
Total trade and related party receivables
969,876 1,298,761
The values in the statement of financial position are also the maximum credit risk exposure.
The Board reviews the Group's capital structure regularly. The capital of the Group is monitored to ensure equity
holder objectives are met, the primary of which is to ensure the Group's continued ability to provide a consistent
return to its equity shareholders through a combinations of capital growth and distributions. The Group manages
its capital to ensure the entities in the Group will be able to continue as going concerns.
Financial instruments which potentially are subject to credit risk principally relate to bank accounts, loans
receivable, trade receivables and other receivables. The Group's exposure to credit risk arises from potential
default of the counterparty. The bank accounts are placed with high credit quality financial institutions. The
Company performs credit evaluations on all customers requiring advances. The Company generally requires
collateral or other security to support loans advanced. The board and management on a regular basis assess all
receivables.
The Group's major concentrations of credit risk relate to the amounts owing by four (4) related party customers
which constituted approximately 89% of its total trade receivables as at the end of the reporting period. (2018:
65% of the total trade receivables and related party receivables related to three of the Groups' related party
customers).
New Zealand
The Group is not subject to any externally imposed capital requirements.
As the Group does not hold any collateral, the maximum exposure to credit risk is represented by the carrying
amount of the financial assets as at the end of the reporting period.
AFC Group Holdings Limited Annual Report 2019
Page 48
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
20.FINANCIAL INSTRUMENTS (continued)
20192018
NZ$NZ$
Impairment losses on trade, other and related party receivables60,462 35,085
60,462 35,085
Expected credit loss assessment as at 1 April 2018 and 31 March 2019
Interest rate risk
Liquidity risk
Interest rate risk is where the risk of loss to the Group from adverse changes in interest rates. The Group
exposure to interest rate changes that can affect the performance of the operation relates primarily to changes
in fixed rates at the time term loans are renegotiated.
The Group has recognised impairment losses on trade, other and related party receivables of $60,462 based on
the expected loss model assessment under NZ IFRS 9.
This includes assessing and allocating expected loss rates based on historical data and trends using loss rates
that are calculated using actual credit losses experienced for the 2017 and 2018 years. These rates are also
adjusted for factors such as economic conditions, external ratings, cash flow projections and other information
available that impacts the customers of the Group. The Group has used unemployment rates and inflation rates
for the assessment and calculation of the expected loss.
The Group has also assessed and included specific expected losses amounts relating to specific customers
where there are indications that the customer is not expected to be able to pay their outstanding balances.
The Group believe that no further impairment allowance is necessary in respect of trade and related party
receivables. They are substantial companies with good track records. 93% (2018:65%) of the receivables that
are past due relate to amounts owing by four (4) related parties. A significant portion of trade receivables that
are neither past due nor impaired are regular customers that have been transacting with the Group.
The Group considers expected cash flows from financial assets in assessing and managing liquidity risk, in
particular its cash resources, trade receivables and the provision of funding from related parties and bank loan
facilities.
The Group is not exposed to interest rate risk as the interest‑bearing financial instruments carry fixed interest
rates and are measured at amortised cost. As such, sensitivity analysis is not disclosed.
Liquidity risk arises mainly from general funding and business activities. The Group practices prudent risk
management by maintaining sufficient cash balances and the availability of funding through certain committed
credit facilities.
AFC Group Holdings Limited Annual Report 2019
Page 49
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
20.FINANCIAL INSTRUMENTS (continued)
Liquidity risk (continued)
0 to 6
months
7 to 12
months
1 to 2
years
Over 2
years
Total
NZ $NZ $NZ $NZ $NZ $
273,878 - 199 5,248 279,325
Related party payables
367,289 6,971 - - 374,260
641,167 6,971 199 5,248 653,585
382,502 225 - 13,709 396,436
Related party payables
391,034 - - - 391,034
773,536 225 - 13,709 787,470
Interest rate risk profile
At the reporting date the interest rate profile of interest-bearing financial instruments was:
20192018
NZ$NZ$
Fixed interest instruments
Financial assets
1,210,521 1,964,540
Financial Liabilities
(653,585) (787,470)
Total
556,936 1,177,070
Fair value of financial assets and liabilities
2019
Trade creditors and other
payables
Financial Liabilities
The Financial assets and liabilities are fixed for various terms.
The fair value of financial assets and financial liabilities are determined using standard terms and conditions of
the relevant instruments. The method used in determining the fair values of financial instruments are discussed
in note 1.14 and 1.15.
Financial Liabilities
Trade creditors and other
payables
2018
The following table sets out the maturity profile of the financial liabilities as at the end of the reporting period
based on contractual undiscounted cash flows (including interest payment computed using contractual rates or,
if floating, based on the rate at the end of the reporting period):
AFC Group Holdings Limited Annual Report 2019
Page 50
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
21. INVESTMENT IN SUBSIDIARIES
Name of subsidiaryPrincipal activity
20192018
Vineyard and winery51%51%
Commodity trading100%100%
National Dairy Group Limited100%100%
51%51%
100%100%
100%100%
All the subsidiaries are incorporated in New Zealand and have 31 March balance dates.
22. SEGMENT REPORTING
International marketing and distribution
Vineyard and winery
Manufacturing
AFC Biotechnology Manufacture Co Limited which manufactures disposable face masks.
AFC International Trading Group Limited, which sources packaged food products, cosmetics and health
products.
Non-Trading
Refer to note 7 for further details of non-controlling interests in AFC Longview Limited and AFC Biotechnology
Manufacture Co Limited.
Manufacturing
AFC International Trading Group Limited
AFC Biotechnology Manufacture Co Limited
Ownership interest and
voting rights
Non-Trading
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 was not trading during the 2019 year.
AFC Longview Limited
AFC GoGobal Ecommerce Limited
AFC Education Investment Limited
The Group operates in a number of business segments in New Zealand. The Group has determined its
operating segments into three segments, namely international marketing and distribution, vineyard and winery
and manufacturing. 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.
Source and distribute
goods to China
AFC Group Holdings Limited Annual Report 2019
Page 51
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
22. SEGMENT REPORTING (continued)
Corporate
International
Marketing
Vineyard
and winery Corporate Manufacturing
Eliminations
and
adjustments
Year ended 31
March 2019
NZ$NZ$NZ$NZ$NZ$NZ$
Year ended 31 March 2019
Operating Income
Operating Revenue
863,426 422,840 - 1,663,230 (347,453) 2,602,043
Other Revenue115,351
15,506 4,944 2,897
(117,878)20,820
Interest Income188 4
128,644 310
(125,420)3,726
Total Revenue978,965 438,350 133,588 1,666,437 (590,751) 2,626,589
Operating Expenses
Interest5,590 61,578
176 58,176
(125,420)100
150 - - - - 150
6,605 30,726 23,108 48,478 - 108,917
(144,323) (330,870)(77,895)(479,275)52,215 (980,148)
Assets
Segment assets235,182 2,156,693 4,777,728 1,748,211 (4,530,510) 4,387,304
Capital Expenditure623 10,965 12,723 1,667 - 25,978
Segment Liabilities (97,324) 1,161,897 141,828 1,244,632 (1,797,448)653,585
Amortisation and
Impairment losses
Depreciation
Segment profit
(loss) before tax
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 2019 financial year and have been included under this segment.
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 on an arm’s length basis in a similar manner to transactions with
third parties.
No operating segments have been aggregated to form the above reportable operating segments.
AFC Group Holdings Limited Annual Report 2019
Page 52
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
22. SEGMENT REPORTING (continued)
International
Marketing
Vineyard
and winery Corporate
Manufacturing
Eliminations
and
adjustments
Year ended 31
March 2019
NZ$NZ$NZ$NZ$NZ$NZ$
Year ended 31 March 2018
Operating Income
Operating Revenue
5,018,234 389,836- 2,034,501(935,683) 6,506,888
Other Revenue101,932
13,609 383,845 18,417
(170,330)347,473
Interest Income3,371 42
144,876 535
(147,393)1,431
Total Revenue5,123,537 403,487 528,721 2,053,453 (1,253,406) 6,855,792
Operating Expenses
Interest67,570 40,684
9,543 43,585
(147,393)13,989
242 - 168,166 - - 168,408
6,755 36,908 19,846 57,367 - 120,876
(271,045) (442,099) (27,204)318,803 (51,277)(472,822)
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
20192018
NZ$NZ$
(980,148)(472,822)
- -
(980,148)(472,822)
4,387,304 5,501,337
- -
4,387,304 5,501,337
653,585 787,470
- -
653,585 787,470
Taxation benefit for the year
Profit / (loss) after taxation
Total assets for operating segments
Add: deferred tax asset
Total assets per Statement of Financial Position
Amortisation and
Impairment losses
Depreciation
The eliminations and adjustments of segment profit, assets and liabilities relate to intercompany transactions and
balances which are eliminated on consolidation.
Profit / (loss) before tax for operating segments
Total liabilities for operating segments
Adjustments
Total liabilities per Statement of Financial Position
Segment profit (loss)
before tax
AFC Group Holdings Limited Annual Report 2019
Page 53
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
22. SEGMENT REPORTING (continued)
Geographical segments
International
Marketing
Vineyard
and winery Corporate
Manufacturing
Eliminations
and
adjustments Total
NZ$NZ$NZ$NZ$NZ$NZ$
Australia
52,984 - - - - 52,984
Hong Kong
- 108,780 - 482 - 109,262
China
16,604 219,605 - 723,374 - 959,583
New Zealand
790,937 90,964 - 598,313 - 1,480,214
Operating Revenue
860,525 419,349 - 1,322,169 - 2,602,043
Australia
- - - - - -
Hong Kong
553,314 40,320 - 144,000 - 737,634
China
(41,583) 276,829 - 589,628 - 824,874
New Zealand
4,489,427 62,121 - 392,832 - 4,944,380
Operating Revenue
5,001,158 379,270 - 1,126,460 - 6,506,888
All operations, assets, and liabilities were domiciled within New Zealand.
23. NET TANGIBLE ASSETS PER SHARE
20192018
NZ$NZ$
Total Assets4,387,304 5,501,337
Less Intangible assets1,158 2,249
Tangible assets4,386,146 5,499,088
Less total liabilities653,585 787,470
Net tangible assets3,732,561 4,711,618
Number of ordinary shares on issue3,664,253,194 3,664,253,194
Net tangible assets / liabilities per share in cents0.0010 0.0013
31 March 2019
31 March 2018
The net tangible assets and number of shares used in the calculation are as follows:
Revenue from external customers is attributed to geographical segments on the basis of the country the customer
is trading in. Revenues from eleven related party customers of the Group's international marketing, vineyard and
manufacturing segments represented 42% (2018: 24%) of the Group's total operating revenue.
AFC Group Holdings Limited Annual Report 2019
Page 54
AFC GROUP HOLDINGS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2019
24.CONTINGENT LIABILITIES
The Group has no contingent liabilities at 31 March 2019 (2018: Nil).
25.EVENTS AFTER THE REPORTING PERIOD
There are no significant events after balance date.
AFC Group Holdings Limited Annual Report 2019
Page 55
AFC Group Holdings Limited
Independent auditor’s report to the Shareholders
Report on the Audit of the Consolidated Financial
Statements
Qualified Opinion
We have audited the consolidated financial statements of AFC Group Holdings Limited
and its subsidiaries (the Group), which comprise the consolidated statement of financial
position as at 31 March 2019, and the consolidated statement of comprehensive income,
consolidated statement of changes in equity and consolidated statement of cash flows for
the year then ended, and notes to the consolidated financial statements, including a
summary of significant accounting policies.
In our opinion, except for the matter expressed in the Basis for Qualified Opinion section of
our report, the accompanying consolidated financial statements give a true and fair view of
the consolidated financial position of the Group as at 31 March 2019, and of its
consolidated financial performance and its consolidated cash flows for the year then
ended in accordance with New Zealand equivalents to International Financial Reporting
Standards (NZ IFRS).
Basis for Qualified Opinion
The 31 March 2017 financial statements were audited by another auditor who expressed a
disclaimer of opinion on those consolidated financial statements. We have been unable to
obtain sufficient appropriate audit evidence that inventory was correctly recorded at
31 March 2017. As a result of this matter, we were unable to determine whether any
adjustments might have been necessary in respect of inventories at 31 March 2017, and
the resultant impact Cost of Sales for the year ended 31 March 2018. Our opinion for the
year ended 31 March 2018 was modified accordingly. Our opinion on the current period’s
financial statements is also modified because of the possible effect of this matter on the
comparability of the current period’s figures and the corresponding figures.
We conducted our audit in accordance with International Standards on Auditing (New
Zealand) (ISAs (NZ)). Our responsibilities under those standards are further described in
the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
section of our report. We are independent of the Group in accordance with Professional
and Ethical Standard 1 (Revised) Code of Ethics for Assurance Practitioners issued by the
New Zealand Auditing and Assurance Standards Board and the International Ethics
Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA
Code), and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the IESBA Code. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Other than in our capacity as auditor we have no relationship with, or interests in, AFC
Group Holdings Limited or any of its subsidiaries.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the consolidated financial statements of the current period. These matters were addressed in the
context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
INVENTORY MANAGEMENT
Area of focus - Refer also to Note 11 How our audit addressed it
The Group holds material levels of inventory
and has implemented a new system for
managing inventory
Our audit procedures included:
— Understanding the system of processing
inventory transactions
— Complete detailed substantive testing of the
costing of inventory
— Assessing the appropriateness of the
Group’s provision for inventory
— Attended physical inventory counts on the
Reporting Date
— Ensure appropriate disclosure has been
included in the financial statements
RELATED PARTY TRANSACTIONS
Area of focus - Refer also to Note 18 How our audit addressed it
The Group has a significant volume of related
party transactions
Our audit procedures included:
— Identify all related parties of the Group
— Substantively test key related party
transactions by examination of supporting
documentation and obtained confirmations
— Review and test related party transactions
to determine if in line with the terms agreed;
and consider where relevant market prices
— Ensure appropriate disclosure has been
included in the financial statements
Information Other than the Consolidated Financial Statements and Auditor’s Report
Thereon
The directors are responsible for the other information in the Annual Report. The other information
comprises the Directors Profiles, Directors Report, Corporate Governance Statement, Summary Discription
of Key Business Activites, Shareholder and Statutory Information and Corporate Information included in the
Annual report, but does not include the consolidated financial statements and our auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not
express any form of audit opinion or assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report in this
regard.
Directors’ Responsibilities
The directors are responsible on behalf of the entity for the preparation of consolidated financial statements
that give a true and fair view in accordance with New Zealand equivalents to International Financial
Reporting Standards, and for such internal control as the directors determine is necessary to enable the
preparation of consolidated financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the consolidated financial statements, the directors are responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs (NZ) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.
A further description of our responsibilities for the audit of these financial statements is located at the
External Reporting Board (XRB) website at:
https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/
This description forms part of our independent auditor’s report.
The engagement director on the audit resulting in this independent auditor’s report is Darren Wright.
Restriction on Distribution and Use
This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken
so that we might state to the Company’s shareholders those matters which we are required to state to them
in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company and the Company’s shareholders, as a body, for
our audit work, for this report or for the opinions we have formed.
William Buck Audit (NZ) Limited
Auckland
26 June 2019
AFC GROUP HOLDINGS LIMITED
SHAREHOLDER AND STATUTORY INFORMATION
RankHolding%
1
1,508,808,51741.18
2
451,043,37612.31
3
198,750,0005.42
4
180,000,0004.91
5
180,000,0004.91
6
Yong Zhu122,578,3093.35
7
Shanshan Lu 120,000,0003.27
8
100,000,0002.73
9
100,000,0002.73
10 Lin Fang
98,750,0002.69
11 Fei Yao
80,000,0002.18
12
80,000,0002.18
13
47,505,0001.30
14
Wenming Tan30,255,9570.83
15
30,000,0000.82
16
Prakash Pandey 28,513,3330.78
17
25,881,3700.71
18
Anthony Edwin Falkenstein & Ian Donald Malcolm22,347,2220.61
19
Hao Long20,000,0000.55
20
Huai Ji Zhou20,000,0000.55
Number of
shareholders
%
Number of
Shares
%
436.41%56,3760.00%
9914.75%338,4990.01%
10715.95%784,7360.02%
24236.07% 5,717,0820.16%
375.51% 2,585,4170.07%
578.49% 11,185,3060.30%
8612.82% 3,643,585,77899.44%
671100.00% 3,664,253,194100.00%
65797.91% 3,661,046,50199.91%
Other142.09% 3,206,6930.09%
671100.00% 3,664,253,194100.00%
5,000 - 9,999
The company is listed on the Alternative Market of the New Zealand Exchange (NZX).
Largest Shareholders (As at 23 May 2019)
NZ Silveray Group Limited
E Way Holdings Group Limited
Zhongsheng Yao
Lei Chen
Shareholder
Wei Fang
Yinrui Shen
2,000 - 4,999
1 - 1,999
Size of Holding
Shuopeng Wang
Mingbao Zhang
Snowdon Peak Investments Limited
Zhan Qin Xu
Spread of Shareholders (as at 23 May 2019)
Tingsong Zhang
10,000 - 49,999
New Zealand
Geographic Spread
500,000 – plus
100,000 – 499,999
50,000 - 99,999
AFC Group Holdings Limited Annual Report 2019
Page 59
AFC GROUP HOLDINGS LIMITED
SHAREHOLDER AND STATUTORY INFORMATION (continued)
Ordinary
Shares
Beneficially
Held
Ordinary
Shares
Beneficially
Held
% Held% Held
2019201820192018
1,508,808,517 1,508,808,51741.1841.18
451,043,376 451,043,37612.3112.31
198,750,000 198,750,0005.425.42
Lei Chen
180,000,000 180,000,0004.914.91
Yinrui Shen
180,000,000 180,000,0004.914.91
2,518,601,893 2,518,601,89368.7368.73
Appointed Resigned
6-Jun-16
-
13-Apr-15
-
17-Oct-16
-
Independent directors
Qiang Li1-Apr-18
-
Zilei Wang16-May-18
-
The total number of voting securities of the company on issue at 23 May 2019 was 3,664,253,194 paid
ordinary shares.
Directors
Bo Xian Cao
Wei Fang
This information reflects the company’s records and disclosures made under section 280(1)(b) of the Financial
Markets Conduct Act 2013.
E Way Holdings Group Limited
Substantial Product Holders (as at 23 May 2019)
NZ Silveray Group Limited
During the year the board of directors comprised:
Non-executive directors
Hao Long
Yang Xia (Chairman)
-
Executive directors
Statement of Directors’ Security Holdings (as at 31 March 2019)
SharesShares
Beneficially Owned
Held Solely
Beneficially Owned
Held by Associated
Persons
198,750,000
Yang Xia-1,508,808,517
Hao Long20,000,000-
Bo Xian Cao
AFC Group Holdings Limited Annual Report 2019
Page 60
AFC GROUP HOLDINGS LIMITED
SHAREHOLDER AND STATUTORY INFORMATION (continued)
The following are directorships held by the AFC Group Holdings Limited Directors as at 31 March 2019:
There were no other securities transactions disclosed to the Board and entered into the Interests Register for
the year to 31 March 2019.
Yang Xia
AFC Group Holdings Limited
Anhui Sanhe Concrete Company
Anhui ANZ Food Limited
Guangdong Farmside International Trading Co Limited
Guangzhou Ruifeng Fertilizer Company
Guangdong Sanjiang Industrial Development Company
Guangdong SYYR Investment & Management Company
Guangdong Yinrui Investment & Management Company
National Dairy Group Ltd
NZ Silveray Group Ltd
Sanhe Building Materials Technology Company Ltd
Zhonghui Yuanlin Construction Limited
Shares beneficially owned held by associated persons for Mr Bo Xian Cao comprise his interest as the owner
of all the shares in E Way Holdings Group Limited, which company is the holder of 198,750,000 shares.
Mr Xia’s shares beneficially owned held by associated persons comprise his interest as an ultimate
shareholder in NZ Silveray Group Limited, which company is the holder of 1,508,808,517 shares.
Statement of Directors’ Security Holdings (as at 31 March 2019) (continued)
Bo Xian Cao
AFC Biotechnology Manufacture Co Limited
AFC International Trading Group Limited
AFC Group Holdings Limited
E Way Holdings Group Limited
NZ Guangdong Business Development Corporation Limited
Hao Long
AFC Education Investment Limited
AFC Goglobal Ecommerce Limited
AFC Group Holdings Limited
AFC Longview Limited
Howard & Co Consulting And Advisory Services Limited (Previously Howard & Co Chartered Accountants
Limited)
National Dairy Group Limited
New Zealand Dewellbon Group Holdings Limited
NZ Silveray Group Limited
Long Family Trust Limited
AFC Group Holdings Limited Annual Report 2019
Page 61
AFC GROUP HOLDINGS LIMITED
SHAREHOLDER AND STATUTORY INFORMATION (continued)
Director's
fees
Other
Remuneration
$20,000Nil
$20,000Nil
Nil$77,020
Qiang Li$15,000Nil
$9,167Nil
Directors’ Remuneration and Other Benefits
Yang Xia (Chairman)
Bo Xian Cao
Hao Long
Employees Remuneration (Excluding Directors)
Directors' Indemnity and Insurance
TheCompanyhasarrangedpoliciesofDirectors'Liabilityinsurancetoensurethatgenerally,directorswill
incur no monetary loss as a result of action taken against them as directors.
Hao Long also received a salary of $77,020 during the year. The Directors of AFC Group Holdings Limited did
not receive any other benefits from AFC Group Holdings Limited in the 12 months to 31 March 2019.
The following is the remuneration paid to the Directors of AFC Group Holdings Limited for the twelve months
to 31 March 2019:
Zilei Wang
There were no employees who received remuneration in excess of $100,000 during the year.
AFC Group Holdings Limited Annual Report 2019
Page 62
AFC GROUP HOLDINGS LIMITED
CORPORATE INFORMATION
SOLICITORSAFC GROUP HOLDINGS LIMITED
Buddle Findlay New Zealand LawyersSecurity code: AFC
P O Box 1433Listed on NZX Market
Auckland 1140NZ Company number: 1799581
SHARE REGISTRAR HEAD OFFICE / REGISTERED OFFICE
Computershare Investor Services Limited AFC Group Holdings Limited
Level 2, 159 Hurstmere Road245 Ti Rakau Drive
Private Bag 92-119Burswood
Auckland 1142Auckland 2013
ACCOUNTANTS
RSM New Zealand (Auckland)TELEPHONE
PO Box 20427664-9-930-0245
Level 2, Building 5
60 Highbrook Drive, HighbrookWEBSITE
Auckland 2013www.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
AFC Group Holdings Limited Annual Report 2019
Page 63
---
AFC GROUP HOLDINGS LIMITED
(Listed on the NZAX: AFC)
1/ 245 Ti Rakau Drive
Burswood
Auckland
Ph: +64 (09) 930-0245
AFC announces availability of its Annual Report
AFC Group Holdings Limited releases its Annual Report for the year ended 31 March
2019.
On behalf of the Board of Directors
Hao Long
Director
28 June 2019
For Further Information
Please contact Mr Howard Long
howard.long@afcnz.com
+64- 21- 244-8000
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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