Savor 2021 Annual Report
ANNUAL
REPORT
2021
Creating original food and
entertainment experiences
at iconic Auckland locations.
SITES
17
We have been surging ahead with expansion and
extending our key brands, with a focus on agility and
resilience. Always with quality and customer in-mind.
SOLID FOUNDATIONS
FOR ACCELERATED
GROWTH
2
4
6
10
14
18
Location overview
Chair's Letter
CEO Report
Snapshot of Recent Amano
Acquisition
Corporate Governance
Financial Statements
IN THIS REPORT
AZABU PONSONBY
23
20
24
25
26
27
41
45
Consolidated Statement
of Comprehensive Income
Consolidated Statement
of Movements in Equity
Consolidated Balance Sheet
Consolidated Statement
of Cash Flows
Notes to the Financial
Statements
Shareholder and Statutory
Information
Corporate Directory
Independent Auditor’s Report
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SAVOR 2021 ANNUAL REPORT
AUCKLAND FISH MARKET
BANG BANG KITCHEN
LOBSTER & TAP
MARKET GALLEY
THE WRECK
NON SOLO PIZZA
AZABU PONSONBY
SEAFARERS
OSTRO
LOBSTER & WAGYU
EBISU
FUKUKO
AMANO
THE STORE
ORTOLANA
OJI
AZABU MISSION BAY
NEW ZEALAND’S PREMIER
HOSPITALITY GROUP
SITES
17
EMPLOYEES
395
Creating original food and entertainment experiences
at iconic Auckland locations.
48
%
WITH 2+
YEAR’S SERVICE
WYNYARD QUARTER
BRITOMART
MISSION BAY
PARNELL
PONSONBY
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SAVOR 2021 ANNUAL REPORT
LOCATIONS
CHAIR’S
LETTER
AZABU PONSONBY
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SAVOR 2021 ANNUAL REPORT
CHAIR'S LETTER
Dear Shareholders,
On behalf of the Board I would like to
thank our long-standing shareholders
for their continued support and
welcome our new investors who have
expressed enthusiasm for the future
direction of the Company.
2021 was a year of significant
transformation for the Group,
divesting the loss making brewery,
changing the Board and banking
partners as well as welcoming
significant professional investors to
the register. These changes together
with the continued support of our
shareholders greatly strengthen the
Group’s capital structure ensuring
Savor is in a much stronger position
to deal with future economic
uncertainty, as well as pursuing its
continued growth strategy.
The Group has cash on hand and now
is delivering free cashflow which will
allow it to extend its high quality
offering and beloved brands to more
New Zealanders. Further with the
hospitality industry undoubtedly
about to experience a period of
consolidation, particularly with the
dual headwinds of labour shortages
and inflationary pressures, Savor is
well positioned to take advantage of
this changing landscape.
That said, we as a Board are acutely
aware of the potential long tail of
COVID-19 and consequently will
ensure a balanced approach between
expansion and capital preservation is
maintained to provide the necessary
financial strength to withstand these
uncertain economic times.
We have been delighted with the
performance of the new acquisitions
from Hipgroup Limited as well as
the procurement initiatives which
the Executive team are busy rolling
out across the Group that will have
material impact on the cost of goods
sold. We look forward to discussing
these further with you at the Annual
Shareholders Meeting in September.
The Groups' year end results should
be read in light of the 11 months of
the discontinued business financial
drag as well as the new Board
prudently reviewing the assumptions
underlying the carrying value of
the Auckland Fish Market venues
goodwill, which has borne the
brunt of the absence of tourism. I
am pleased to report that the core
business has performed well, despite
revenue being down over 30%
compared to the prior year. Earnings
for the Core Business has improved
by 22% to be $3.6m despite carrying
a historical overhead structure. Cash
from operations generated a further
$2m to finish the year at $3m prior
to new capital raised. This result
underscores the decision to divest
the loss making business and its
associated overhead.
In such a difficult year I must
remark on the commitment from
our fantastic venue staff and those
in head office whose unwavering
professionalism and commitment to
excellence in customer service has
carried the business from strength
to strength. We also welcome our
new directors Ryan Davis and Louise
Alexander who bring specialist skills
of finance and human resources both
of which will be key to executing on
the Group’s future ambitions.
Thank you again for your investment
and support and I am pleased to say
Savor has begun the new financial
year with strong results across
the Group and we look forward to
delivering sustained profitable results
in the coming months.
Paul Robinson
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SAVOR 2021 ANNUAL REPORT
CHAIR'S LETTER
CEO’S
REPORT
NON SOLO PIZZA
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SAVOR 2021 ANNUAL REPORT
CEO'S REPORT
Our focus on building a strong profitably
future for the business, saw 2021 as a pivotal year
for Savor.
The year began with the challenges of COVID-19 and
finished with announcing the successful acquisition of
the three Hipgroup venues.
"OUR PEOPLE ARE THE BACKBONE OF OUR BUSINESS AND DELIVER
EXCEPTIONAL CUSTOMER EXPERIENCES ON A DAILY BASIS."
We have seen an incredible commitment from our teams
across the Group and created greater resilience into every
aspect of our business as we’ve moved through this
period of remarkable change. We were pleased to have
finished the financial year having achieved a significant
step-change in the structure and operations of the Group,
which build the foundations for profitable growth heading
into 2022.
The impact of COVID-19 on the Group throughout 2021
was significant but we saw remarkable resilience in our
venues and a strong commitment from our customers
to our brands. The reset of cost structures and our
cost base provided a solid platform heading into the
summer months. The fortitude from all of our team was
unwavering and without it we would not have being able
to continue.
Azabu and Non Solo Pizza continued to lead our strength
in the Auckland suburbs, with revenue for NSP up over
30% compared to the prior year following the successful
renovation and relaunch. Azabu, under the steady guidance
of Yukio Ozeki, expanded its reach with the launch of
Azabu at Mission Bay in November 2020 in time for the
strong summer trading period, and continues to exceed
our performance expectations.
The Auckland Fish Market venues saw a significant decline
in patronage due to the lack of cruise tourists over the
past 12 months. Trading continues to be challenging
with revenue down by over 50%, however, cost control
measures have enabled these venues to achieve a
profitability above breakeven. The Group is working closely
with Sanford Limited, the site’s landlord, to develop the
Fish Market further to be well positioned for the return of
customers to the area.
Savor Goods provided a strong base for further expansion
later in the year with the launch of Savor Goods catering
offerings, where a range of our products were available
for large scale off-site dining. This proved popular during
the America's Cup where customers took to the water
and wanted Savor alongside them. The development of
a catering business is a natural fit for the Group and this
combined with the existing events business allowed the
Group to diversify further and reach new markets.
Our people are the backbone of our business and deliver
exceptional customer experiences on a daily basis. The
border closures have had a negative impact on the
availability of experienced European hospitality staff, and
with a number of existing staff returning home offshore,
staffing levels have been tight over the past 12 months.
We have been able to attract a number of additional staff
through the strength of our brands, but the labour market
is difficult with the wider hospitality market competing
for a smaller pool of candidates. The immigration changes
through May and June 2021 will continue these challenges,
however, we are well placed to continue to attract
candidates to our venues.
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SAVOR 2021 ANNUAL REPORT
CEO'S REPORT
The acquisition of the Amano, Ortolana and The Store
venues from Hipgroup in April 2021 provides the Group
with further landmark brands to add to the Group. These
venues are iconic in their own right and were established
from the initial development of Auckland’s Britomart
precinct. They are natural additions to the Group and will
allow Savor to achieve economies of scale and overhead
efficiencies as the unique product offerings across the
Group are integrated. The Amano brand itself is very
strong and recognized not only across Auckland but
across the country as well. This extends to the bakery
and gelato offerings and provides significant potential for
growth and rollout in the future.
In the early months of the new financial year, the Group
has made significant progress on streamlining its supply
chain, through consolidating its purchasing with supplier
partners and operating a centralized distribution centre.
We also continue to develop real time reporting of recipe
costings to minimize wastage, which is expected to be
implemented across the Group by the middle of the
financial year.
The Group has a number of development opportunities in
the pipeline. In mid 2021, we look forward to redeveloping
the Seafarers Building with the introduction of Bar Non
Solo onto the City Terrace on Level 2 and a number of
short term concepts for the rooftop space within the
next six months, including the return of the ever-popular
Akai Doa.
LOOKING TO THE FUTURE
We are working hard to embed the significant changes
to our business in 2021 and make strategic decisions to
extend our brands and grow into new markets and build
a larger, more diverse business. Savor has unconditionally
agreed to acquire the Oji Sushi business, established as
an anchor tenant of Commercial Bay in 2020. Oji is a
disrupter in the sushi market, with an offering spanning
the quick service and takeaway markets, as well as
providing high quality in-venue experiences. The addition
of the Oji brand completes the Group’s service offering, as
well as providing an additional base for future expansion.
The first of this expansion is well underway, with Oji
Britomart due to open in Tyler Street alongside Ebisu in
mid July 2021.
Strong resilience through
a COVID-19 impacted year,
transforming the structure and
operations of the Group
Demonstrated strengths of our
key brands with Azabu and Non
Solo Pizza
Significant commitment from our
team through a challenging period,
with staff levels now in excess of
400 people
Acquisition of Amano, Ortolana
and The Store has embedded well,
with venues performing above
expectations and cost efficiencies
already being realised
Group wide cost control
programme underway, underpinned
by the development of a central
logistics and distribution centre
Next phase of growth for the
Group with the redevelopment
of the City Terrace in Britomart,
the return of Akai Doa, and the
acquisition and roll out of our grab
and go sushi offering “Oji”.
HIGHLIGHTS
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SAVOR 2021 ANNUAL REPORT
CEO'S REPORT
AZABU MISSION BAY
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SAVOR 2021 ANNUAL REPORT
SNAPSHOT
OF RECENT
AMANO
ACQUISITION
OVERVIEW
Amano is a unique offering within the
New Zealand hospitality industry.
Located in Auckland’s premier hospitality
precinct, Britomart, the acquisition of
Amano increases Savor’s footprint across
both the precinct and within the
hospitality industry.
SYNERGIES WITH SAVOR
The acquisition of Amano provides numerous
operational synergies including staffing,
suppliers and the Group’s existing landlords.
Efficiencies in all aspects of operations
with Savor.
AMANO
SAVOR 2021 ANNUAL REPORT
10
SNAPSHOT OF RECENT AMANO ACQUISITION
"THIS SPECIAL BAKERY AND TRATTORIA HOUSED IN A
DOUBLE WAREHOUSE BY THE WHARF IN DOWNTOWN
BRITOMART IS A STAND-OUT IN ALL OF NEW ZEALAND."
AMANO
ORTOLANA
THE STORE
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SAVOR 2021 ANNUAL REPORT
SNAPSHOT OF RECENT AMANO ACQUISITION
OSTRO
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SAVOR 2021 ANNUAL REPORT
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SAVOR 2021 ANNUAL REPORT
The overall responsibility for ensuring that the corporate
governance and accountability of the Company
is properly managed, thereby enhancing investor
confidence, lies with the Board of Directors. A copy of
Savor’s Corporate Governance Code (“Code”) is available
on the Savor website at www.savorgroup.co.nz.
The Code is generally consistent with the principles
identified in the NZX Corporate Governance Code, except
that as at 31 March 2021:
• The Board did not have a majority of independent
directors (per recommendation 2.8) during the financial
year, because two out of the six Board members were
independent directors; and
• The Company did not have an Audit and Risk Committee
comprising solely of non-executive directors (per
recommendation 3.1) because executive & independent
Directors (Mr Robinson, Ms Henderson and Mr Frank)
were on the Audit and Risk Committee during the
financial year.
The Company will continue to monitor best practice in
the governance area and update its policies to ensure it
maintains the most appropriate standards.
An outline of the Company’s governance arrangements are
set out below. Further detail is available on the Company’s
website www.savorgroup.co.nz.
THE BOARD OF DIRECTORS
The Board has ultimate responsibility for the strategic
direction of Savor and supervising Savor’s management for
the benefit of shareholders.
The specific responsibilities of the Board include:
• Working with management to review and approve
the business and financial plans that set the strategic
direction of Savor
• Monitor the Company’s performance against its
approved strategic, business and financial plans and
oversee the Company’s operating results on a regular
basis so as to evaluate whether the business is being
properly managed
• Establishing and overseeing succession plans for the
Chief Executive Officer and senior management
• Monitoring compliance and risk management
• Establishing and monitoring Savor’s health and
safety policies
• Ensuring effective disclosure policies and procedures
are adopted
• Ensuring effective reporting processes and procedures
• Ensuring the quality and independence of the
Company’s external audit process
Board Meeting and
Committee Attendance
During the year to 31 March 2021 the Company held 12
regular Board meetings. The Audit & Risk Committee met
on two occasions. Attendance by individual Directors was
as follows:
BOARD MEETINGS
AUDIT & RISK
COMMITTEE
MEETINGS
ELIGIBLEATTENDEDELIGIBLEATTENDED
Geoff Ross1212
Sheena Henderson121122
Rich Frank121022
David Poole1212
Lucien Law1212
Paul Robinson121222
Ethical Conduct
The Code includes a policy on business ethics which is
designed to govern the Board and management’s conduct.
The Code addresses conflicts of interest, receipt of gifts,
confidentiality and fair business practices.
Board Membership
As at 31 March 2021, the Board consisted of two
Independent Directors, two Non-Executive Directors and
two Executive Directors, who are elected based on the
value they bring to the Board.
Each Savor Director is a skilled and experienced business
person. Together they provide value by making quality
contributions to corporate governance matters, conceptual
thinking, strategic planning, policies and providing
guidance to management.
As at 31 March 2021 the Company’s Directors were:
Geoff RossNon-Executive Chairman
Sheena HendersonIndependent Director
Rich FrankIndependent Director
David Poole Non-Executive Director
Lucien LawExecutive Director & CEO
Paul RobinsonExecutive Director
CORPORATE
GOVERNANCE
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SAVOR 2021 ANNUAL REPORT
CORPORATE GOVERNANCE
Subsequent to year end, Geoff Ross, Sheena Henderson,
Rich Frank and David Poole retired from the Board with
Ryan Davis and Louise Alexander joining the Board
as Independent Directors. Paul Robinson was elected
Executive Chairman of the Board in May 2021.
The number of elected Directors and the procedure for
their retirement and re-election at Annual Meetings of
shareholders is set out in the Constitution of the Company.
Director Independence
In order for a Director to be independent, the Board has
determined that he or she must not be an executive of
Savor and must have no disqualifying relationship as
defined in the Code and the Listing Rules.
The Board has determined that as at 31 March 2021, Sheena
Henderson and Rich Frank were Independent Directors, and
that as at 11 June 2021, Ryan Davis and Louise Alexander
are Independent Directors.
Nomination and Appointment
of Directors
The Board is responsible for identifying and recommending
candidates. Directors may also be nominated by
shareholders under the Listing Rules.
A Director may be appointed by ordinary resolution and all
Directors are subject to removal by ordinary resolution.
The Board may at any time appoint additional Directors.
A Director appointed by the Board shall only hold office
until the next Annual Meeting of the Company but shall be
eligible for election at that meeting.
One third of Directors shall retire from office at the Annual
Meeting each year. A Director must not hold office past
the third Annual Meeting at which they were elected
or three years, whichever is longer, but are eligible for
re-election by shareholders.
Disclosure of Interests
by Directors
The Code sets out the procedures to be followed where
Directors have an interest in a transaction or proposed
transaction or are faced with a potential conflict of interest
requiring the disclosure of that conflict to the Board.
Savor maintains an Interests register in which particulars
of certain transactions and matters involving Directors are
recorded. The Interests register for Savor is available for
inspection at its registered office.
Directors’ Share Dealings
The Company has adopted a Securities Trading policy,
which sets out the procedure to be followed by Directors,
staff and associates trading in Savor listed securities, to
ensure that trades are not made while that person is in
possession of material information which is not generally
available to the market. Details of Directors’ share dealings
during the 12 months to 31 March 2021 are outlined on
page 42.
Directors’ and Officers’
Gender Composition
20212020
MALEFEMALEMALEFEMALE
Directors’5161
Officers’1111
Total6272
The Board recognises that along with relevant skills,
diversity is a key driver of effective Board performance.
As the Savor business evolves the Board is committed to
creating diversity among Directors while preserving the
right mix of skills.
Savor has, within the year to 31 March 2021, adopted a
Diversity and Inclusion Policy. Savor’s Board have been
working on the initial implementation of the Diversity and
Inclusion Policy and has not yet set annual targets to meet
(as required, where applicable by NZX Listing Rule 3.8.1).
The Board will, however, set measurable objectives against
which to measure Savor’s performance against its Diversity
and Inclusion Policy for disclosure in its next annual report.
BOARD COMMITTEES
The Board has three formally constituted committees.
These committees, established by the Board, review and
analyse policies and strategies which are within their
terms of reference. The Committees examine proposals
and, where appropriate, make recommendations to the
Board. Committees do not take action or make decisions
on behalf of the Board unless specifically authorised to do
so by the Board.
Audit and Risk Committee
The Audit and Risk Committee is responsible for overseeing
risk management, treasury, insurance, accounting and
audit activities of Savor, reviewing the adequacy and
effectiveness of internal controls, meeting with and
reviewing the performance of external auditors, making
recommendations on financial and accounting policies, and
reviewing external financial and performance reporting
and disclosures. The Audit and Risk Committee operates
in accordance with the Audit and Risk Management
Committee Charter.
The members of the Audit and Risk Committee are Ryan
Davis (Chair), Louise Alexander, and Paul Robinson.
Nominations and Remuneration
Committee
The Nominations and Remuneration Committee operates
within the full Board and is responsible for overseeing
management succession planning, establishing employee
incentive schemes, reviewing and approving the
compensation arrangements for the Executive Directors
and senior management, and recommending to the full
Board the remuneration of Directors.
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SAVOR 2021 ANNUAL REPORT
CORPORATE GOVERNANCE
People and Culture Committee
The People and Culture Committee operates within the
full Board and is responsible for ensuring appropriate
procedures are in place to identify and manage potential
health and safety risks, as well as overseeing human
resource management, recruitment and employee welfare.
REMUNERATION
Remuneration of Directors and executives is the key
responsibility of the Nominations and Remuneration
Committee. Details of Directors and executives’
remuneration and entitlements are set out on page 42.
Directors’ Remuneration
For the year ended 31 March 2021, Directors’ fees have
been fixed at $75,000 per annum for the Chairman (2020:
$75,000), $40,000 per annum for the Chair of the Audit &
Risk Committee (2020: $40,000) and $40,000 per annum
for other Directors (2020: $40,000). Directors receive no
additional fees as membership of Board Committees.
To provide for flexibility, shareholders have previously
approved an aggregate cap on non-executive Directors’
fees of $300,000 for the purpose of the Listing Rules
(2020: $300,000).
The Directors are also entitled to be reimbursed for all
reasonable travel, accommodation and other expenses
incurred by them in connection with their attendance at
Board or shareholder meetings, or otherwise in connection
with Savor’s business.
Via the business Bakery LP then subsequently Southern
Skies Holdings Limited, Savor Group entered into an
agreement for discretionary consulting services of
Geoff Ross (Executive Chairman) for $50,000 per annum.
Savor recognised no consulting fee for the year ended
31 March 2021.
CEO Remuneration
For the year ended 31 March 2021, Lucien Law received a
base salary of $200,000 (2020: $300,000) and received no
short or long term incentives during the year (2020: nil).
MANAGING RISK
The Board has overall responsibility for the Company’s
system of risk management and internal control and has
procedures in place to provide effective control within the
management and reporting structure.
Financial statements are prepared monthly and reviewed
by the Board progressively during the period to monitor
performance against budget goals and objectives. The
Board also requires managers to identify and respond to
risk exposures.
A structured framework is in place for capital expenditure,
including appropriate authorisations and approval levels.
The Board maintains an overall view of the risk profile of
the Company and is responsible for monitoring corporate
risk assessment processes.
TAKEOVER RESPONSE POLICY
The Board is well prepared in the event of a takeover,
and has established Takeover Preparedness Steps, found in
the Code.
DISCLOSURE
The Company adheres to the NZX continuous disclosure
requirements which govern the release of all material
information that may affect the value of the Company’s
listed shares. The Board and senior management team
have processes in place to ensure that all material
information flows up to the Chairman with a view
to consultation with the Board and disclosure of that
information if required.
AUDITOR
EY acts as auditor of the Company and has undertaken
the audit of the financial statements for the year ending
31 March 2021. Particulars of the audit and other fees paid
during the period are set out on page 37.
Oversight of the Company’s external audit arrangements
is the responsibility of the Audit and Risk Committee.
The Company does not have a dedicated internal audit
resource but maintains an annual audit programme, which
is overseen by the CFO. The external auditors shall attend
the Company’s Annual Meeting to answer questions from
shareholders in relation to the audit.
SHAREHOLDER RIGHTS
& RELATIONS
The Board is committed to achieving best practice investor
relations. Financial and operational information and key
corporate governance information can be accessed on the
Company’s website. Enquiries from shareholders can be
voiced at the Annual Meeting, or emailed through using
the contact details on our website.
As required by the Companies Act 1993 and the NZX
Listing Rules, the Company will seek shareholder approval
of major transactions, and related party transactions, that
trigger the relevant thresholds in the listing rules, and
any other major decisions where the listing rules require
shareholder approval. All voting at meeting of shareholders
is conducted by a poll.
The Company seeks to offer new equity pro rata to
existing shareholders, or with shareholder approval. In April
2020 the Company undertook a placement to Colin Neal
of $2.5m followed by a 1 for 3 rights issue to raise $5.2m.
Both offers were made at the same issue price of 14 cents
per share. Shareholders had the opportunity to apply for
additional shares in the rights issue and some did so and
were allocated their application in full. On 14 May 2020
the Company allotted $0.6m of shares arising from the
oversubscription of in the rights issue
The Company posts a copy of its notice of Annual Meeting
on its website at least 20 working days prior to its Annual
Meeting of shareholders.
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SAVOR 2021 ANNUAL REPORT
CORPORATE GOVERNANCE
AMANO
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SAVOR 2021 ANNUAL REPORT
FINANCIAL
STATE ME NT S
FOR THE YEAR ENDED 31 MARCH 2021
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SAVOR 2021 ANNUAL REPORT
23
20
24
25
26
27
41
45
Consolidated Statement
of Comprehensive Income
Consolidated Statement
of Movements in Equity
Consolidated Balance Sheet
Consolidated Statement
of Cash Flows
Notes to the
Financial Statements
Shareholder and Statutory
Information
Corporate Directory
The Board of Directors has pleasure in presenting
the financial statements and audit report for Savor
Limited for the year ended 31 March 2021.
The financial statements presented are signed for
and on behalf of the Board of Directors and were
authorised for issue on 28 May 2021.
Geoff Ross
Chairman
Paul Robinson
Director
Independent Auditor’s Report
AZABU
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SAVOR 2021 ANNUAL REPORT
INDEPENDENT AUDITOR’S REPORT
Independent auditor’s report to the Shareholders of Savor Limited
Report on the audit of the financial statements
Opinion
We have audited the financial statements of Savor Limited (“the Company”) and its subsidiaries (together “the Group”)
on pages 6 to 18, which comprise the consolidated balance sheet of the Group as at 31 March 2021, and the consolidated
statement of comprehensive income, consolidated statement of movements in equity and consolidated statement of cash
flows for the year then ended of the Group, and the notes to the consolidated financial statements including a summary
of significant accounting policies.
In our opinion, the consolidated financial statements on pages 23 to 40 present fairly, in all material respects, the
consolidated financial position of the Group as at 31 March 2021 and its consolidated financial performance and cash flows
for the year then ended in accordance with New Zealand equivalents to International Financial Reporting Standards and
International Financial Reporting Standards.
This report is made solely to the Company’s shareholders, as a body. Our audit has been undertaken so that we might
state to the Company’s shareholders those matters 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.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand). Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of
our report.
We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code of Ethics
for Assurance Practitioners (including International Independence Standards) (New Zealand) issued by the New Zealand
Auditing and Assurance Standards Board, and we have fulfilled our other ethical responsibilities in accordance with
these requirements.
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 interest in, the Company or any of its subsidiaries.
Partners and employees of our firm may deal with the Group on normal terms within the ordinary course of trading
activities of the business of the Group. We have no other relationship with, or interest in, the Group.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
consolidated financial statements of the current year. These matters were addressed in the context of our audit of the
consolidated financial statements as a whole, and in forming our opinion thereon, but we do not provide a separate
opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in
that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial statements
section of the audit report, including in relation to these matters. Accordingly, our audit included the performance of
procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The
results of our audit procedures, including the procedures performed to address the matters below, provide the basis for
our audit opinion on the accompanying consolidated financial statements.
INDEPENDENT AUDITOR’S
REPORT
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SAVOR 2021 ANNUAL REPORT
INDEPENDENT AUDITOR’S REPORT
Goodwill impairment assessment
Why significantHow our audit addressed the key audit matter
The Group holds goodwill of $17.1 million at
31 March 2021.
Given the nature of the Group’s operations, each of its
restaurants is determined to be a separate cash generating
unit (“CGU”). Goodwill is allocated to each of these
CGUs. To consider whether this goodwill is impaired, the
recoverable amount of each CGU is determined each
reporting period by reference to valuations prepared using
value-in-use basis using discounted cash flow models (DCF
models).
DCF models contain significant judgement and estimation
in respect of future cash flow forecasts, discount rate
and terminal growth rate assumptions. Changes in
certain assumptions can lead to significant changes in
the assessment of the recoverable amount and so the
assessment of whether goodwill is impaired or not.
As a result of its assessment, the Group has recorded an
impairment of goodwill of $2m in the current year.
Disclosures regarding the Group’s key assumptions
adopted and the sensitivity to reasonably possible changes
in key assumptions which could result in impairment
for certain CGUs are included in Note 2.1 of the financial
statements.
In obtaining sufficient appropriate audit evidence, we:
• understood the Group’s goodwill impairment
assessment process;
• assessed the Group’s determination of CGUs based on
our understanding of the nature of the Group’s venues;
• obtained the Group’s DCF models and agreed forecasts
to a Board approved FY22 budget;
• assessed key inputs to the DCF models including future
cash flow forecasts, discount rates, terminal growth
rates as well as the Group’s consideration of any impacts
of COVID19 on these estimates;
• involved our valuation specialists to assess the Group’s
discount rates. Our valuation specialists were also
involved in assessing the DCF models for valuation
methodology, including the treatment of assumptions
for capital expenditure, working capital, and terminal
value (including consideration of any IFRS16 adjustments
required);
• performed sensitivity analysis in relation to the discount
rate and forecast cash flows for CGUs which appeared
to have a higher risk of impairment to consider the
potential impact of changes in assumptions;
• considered the appropriateness and quantum of
impairment charge recognised in the financial
statements by reference to the range of possible
outcomes indicated by our sensitivity analysis; and
• considered the adequacy of the associated disclosures
in the financial statements, including the disclosure
related to the CGUs where the impairment assessment is
sensitive to reasonably possible changes in assumptions.
21
SAVOR 2021 ANNUAL REPORT
INDEPENDENT AUDITOR’S REPORT
Information other than the financial statements and auditor’s report
The Directors are responsible for the other information. The other information comprises the Directors’ Report (but
does not include the financial statements and our auditor’s report thereon), which we obtained prior to the date of this
auditor’s report, and the Annual Report, which is expected to be made available to us after that date.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any
form of 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 during the audit, or otherwise appears to be materially misstated. If, based on the
work we have performed on the other information that we obtained prior to the date of this auditor’s report, 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. When we read the Annual Report, if we conclude that there is a material misstatement therein, we
are required to communicate the matter to those charged with governance and, if uncorrected, to take appropriate action
to bring the matter to the attention of users for whom our auditor’s report was prepared.
Directors’ responsibilities for the financial statements
The Directors are responsible, on behalf of the entity, for the preparation and fair presentation of the consolidated
financial statements in accordance with New Zealand equivalents to International Financial Reporting Standards and
International Financial Reporting Standards, and for such internal control as the Directors determine is necessary to enable
the preparation of 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 on behalf of the entity 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 cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the 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 International Standards on Auditing (New Zealand) 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 the auditor’s responsibilities for the audit of the financial statements is located at the External
Reporting Board’s website: https://www.xrb.govt.nz/standards-for-assurancepractitioners/auditors-responsibilities/audit-
report-1/. This description forms part of our auditor’s report.
The engagement partner on the audit resulting in this independent auditor’s report is Simon O’ Connor.
Chartered Accountants
Auckland
28 May 2021
22
SAVOR 2021 ANNUAL REPORT
CONTINUING OPERATIONSNOTES
2021
$000’S
2020
(RESTATED)
$000’S
Revenue16,134 23,990
Expenses:15
Direct costs(5,286)(7,797)
Employee costs(6,141)(10,850)
Marketing costs(379)(728)
Utilities and operational expenses(1,289)(1,579)
Other expenses(1,200)(1,509)
1,839 1,527
Depreciation and amortisation(2,191)(2,112)
Impairment of goodwill2 .1(2,000)-
Contingent consideration release1,033 684
Restructuring costs2.4(921)(399)
Interest expense(850)(1,203)
Loss before income tax(3,090)(1,503)
Taxation expense14- -
Net loss from continuing operations(3,090)(1,503)
Net loss from discontinued operations net of tax2.3(3,496)(2,538)
Loss attributable to the shareholders(6,586)(4,041)
Other comprehensive income and expenses- -
Total comprehensive loss(6,586)(4,041)
Net losses per share (cents) 13
Basic and diluted(4.6)(4.8)
Net losses per share from continuing operations (cents) 13
Basic and diluted(2.2)(1.8)
Weighted average number of shares outstanding (thousands of shares)
Basic and diluted 141,892 85,035
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2021
The accompanying notes form part of and are to be read in conjunction with these financial statements.
23
SAVOR 2021 ANNUAL REPORT
FINANCIAL STATEMENTS
$000’SNOTES
SHARE
CAPITAL
UNISSUED
CAPITAL
ACCUMULATED
LOSSES
SHARE-BASED
PAYMENTS
RESERVETOTAL EQUITY
Total equity at 1 April 2019 32,105 - (24,053)64 8,116
Total comprehensive loss for the year - - (4,041) - (4,041)
Arising from business combination - 1,999 - - 1,999
Issue of new shares6,787 - - - 6,787
Total equity at 31 March 202038,892 1,999 (28,094)64 12,861
Total equity at 1 April 202038,892 1,999 (28,094)64 12,861
Total comprehensive loss for the year - - (6,586) - (6,586)
Share based payments11 - - - 91 91
Issue of new shares118,359 (1,999) - - 6,360
Total equity at 31 March 202147,251 - (34,680)155 12,726
The accompanying notes form part of and are to be read in conjunction with these financial statements.
CONSOLIDATED STATEMENT OF
MOVEMENTS IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2021
24
SAVOR 2021 ANNUAL REPORT
FINANCIAL STATEMENTS
The accompanying notes form part of and are to be read in conjunction with these financial statements.
NOTES
2021
$000’S
2020
$000’S
ASSETS
Current assets:
Cash3,402 -
Trade and other receivables4 435 2,021
Inventories5 460 2,293
Total current assets4,297 4,314
Non-current assets:
Trade and other receivables4 - 423
Property, plant and equipment7 6,691 7, 6 5 1
Intangible assets8 17,271 19,673
Right of use asset9 8,171 8,400
Total non-current assets32,133 36,147
Total assets36,430 40,461
LIABILITIES
Current liabilities:
Bank overdraft - 597
Trade and other payables6 3,450 4,743
Contract liabilities - 436
Lease liability1,607 1,038
Borrowings10 1,719 1,643
Related party payables3,077 3,183
Total current liabilities9,853 11,640
Non-current liabilities:
Trade and other payables6 1,135 1,294
Related party payables112 -
Contingent consideration - 1,234
Lease liability7,302 7,648
Borrowings10 5,302 5,789
Total non-current liabilities13,851 15,965
Total liabilities23,704 27,605
EQUITY
Share capital11 47,251 38,892
Reserves(34,525)(26,036)
Total equity 12,726 12,856
Total liabilities and equity36,430 40,461
CONSOLIDATED
BALANCE SHEET
AS AT 31 MARCH 2021
25
SAVOR 2021 ANNUAL REPORT
FINANCIAL STATEMENTS
2021
$000’S
2020
$000’S
CASH FLOW FROM OPERATING ACTIVITIES
Receipts from customers24,789 39,944
Payments to suppliers, employees and other(24,777)(37,761)
Net cash from operating activities12 2,183
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment and intangible assets(924)(845)
Payments for venue development costs(364)-
Repayment of related party payables(531)-
Sale of business1,900 -
Purchase of businesses- (10,962)
Net cash from/(used) in investing activities81 (11,807)
CASH FLOW FROM FINANCING ACTIVITIES
Interest paid(397)(392)
Net borrowings drawn down(411)7,4 3 2
Lease liability principal repayment(1,253)(1,546)
Transaction costs from issue of shares(103)(469)
Issue of shares6,070 1,416
Net cash from financing activities3,906 6,441
Net movement in cash held3,999 (3,183)
Add: opening cash(597)2,586
Closing cash3,402 (597)
The accompanying notes form part of and are to be read in conjunction with these financial statements.
CONSOLIDATED STATEMENT
OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2021
26
SAVOR 2021 ANNUAL REPORT
FINANCIAL STATEMENTS
1 SIGNIFICANT ACCOUNTING
POLICIES
Basis of preparation
Savor Limited (‘the Parent’ or ‘Company’) and its
subsidiaries (together ‘the Group’) operate in the
hospitality sector, operating a number of premium
restaurants and bars. The Group’s business is highly
seasonal with the October to March period representing
a disproportionate share of trading. The address of its
registered office is Level 4, 114 Quay Street, Auckland, 1142.
Savor Limited is a company domiciled in New Zealand,
registered under the Companies Act 1993 and is a Financial
Markets Conduct Act 2013 reporting entity. The Company
is a for-profit entity. These financial statements have
been prepared in accordance with Generally Accepted
Accounting Practice in New Zealand, which is the New
Zealand equivalent to International Financial Reporting
Standards (NZ IFRS). They also comply with International
Financial Reporting Standards (IFRS). The financial
statements are presented in New Zealand dollars.
The financial statements have been prepared under
the historical cost basis, as modified by the revaluation
of certain assets and liabilities as identified in specific
accounting policies below.
Principles of consolidation
Subsidiaries are all entities over which the Group has
control. The Group controls an entity when the Group
is exposed to, or has rights to, variable returns from
its involvement with the entity and has the ability to
affect those returns through its power over the entity.
Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. The financial
statements of subsidiaries are included in the consolidated
financial statements from the date that control
commences until the date control ceases. From that date
they are deconsolidated.
The Group applies the acquisition method to account for
business combinations. The consideration transferred for
the acquisition of the subsidiary is the fair values of the
assets transferred, the liabilities incurred to the former
owners of the acquiree and the equity interests issued by
the Group. The consideration transferred includes the fair
value of any asset or liability resulting from a contingent
consideration arrangement. Identifiable assets acquired
and liabilities and contingent liabilities assumed in a
business combination are measured initially at their fair
values at the acquisition date. The difference between the
consideration paid and the fair value of net assets acquired
is recognised as goodwill. Acquisition costs are expensed
as incurred.
Foreign currency translation
Foreign currency transactions on any date are translated
into the functional currency using the exchange rates
approximating the rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting
from the settlement of such transactions and from the
translation at year-end exchange rates of monetary
assets and liabilities denominated in foreign currencies are
recognised in the profit or loss component of the statement
of comprehensive income.
Revenue recognition
The Group recognises revenue when it is highly probable
that a significant reversal of revenue will not occur. The
Group derives venue revenue through the sale of food
and beverages and by hosting events. This revenue is
recognised at a point in time, being the point of sale. For
significant events, the Group receives deposits in advance
to secure the booking. These deposits are deferred on the
balance sheet as a contract liability and are recognised as
revenue at a point in time, being the date of the event.
The Group has determined that there is a single
performance obligation for these transactions even
though part-payment may be received in advance.
Changes in accounting policy
These financial statements are prepared using the same
accounting policies as the prior year.
Several other amendments and interpretations apply for
the first time from 1 April 2020, but do not have an impact
on the consolidated financial statements of the Group.
2 KEY ESTIMATES AND JUDGEMENTS
The Group has undertaken a number of key estimates and
judgements when preparing these financial statements,
the details of which are outlined in this note. These
judgements have been formed using historical information
and comparatives where available, and management’s best
judgement where there is no appropriate comparison. The
Group continues to review all significant estimates along
with the assumptions used and recognises any adjustments
to these in the period in which a change occurs.
NOTES TO THE FINANCIAL
STATE ME NT S
27
SAVOR 2021 ANNUAL REPORT
FI N A N C I A L S TAT E M E N T S
2.1 INTANGIBLE ASSET IMPAIRMENT
Goodwill across the Group is tested annually for
impairment. Each cash generating unit (CGU) that
carries goodwill is valued on a value-in-use basis using
a discounted cash flow model. Management has used
its past experience of sales growth, operating costs
and margin, and external sources of information where
appropriate, to determine their expectations for the future.
These cash flow projections over five years are principally
based on the Group’s budget, which is risk adjusted where
appropriate. Cash flows beyond five years have been
extrapolated using estimated terminal growth rates, which
do not exceed the long-term average growth rate. The
terminal growth rate used was 2.0% (2020: 2.5%) and the
Group employed a weighted average cost of capital of 10%
(2020: 10%).
Following the COVID-19 challenges experienced during
the current year, it is inherently difficult to forecast
future performance of the Group’s operations. The Group
has prepared reasonable budget and forecasts based on
current expectations, however there remains an element
of risk which is primarily dependent on general market
conditions. The forecasts anticipate a staged recovery, with
a return to pre-COVID-19 levels not planned until years 3-5
of the forecast period, depending on the circumstances
of each individual venue. Venue performance has
demonstrated improvements in margins and operatings
earnings throughout the current year, which are expected
to be maintained throughout the forecast period.
Impairment recognised
The Auckland Fish Market venues have been impacted
significantly as a result of the sharp reduction in tourism in
central Auckland. These venues face an uncertain outlook
in terms of returning to prior levels of revenue in order to
sustain the required profitability. Management has revised
its expectations of a return to pre-COVID levels of trading,
which has led to a reduction of the value in use of the
Auckland Fish Market venues. An impairment of goodwill
of $2 million has been recognised, resulting in a remaining
goodwill balance of $2.3 million. Further impairment may
be required should the venue not meet its forecasts.
Other CGU’s
A change in any of the key assumptions would lead to the
elimination of the excess of the recoverable amount over
carrying amount for the below venues.
KEY ASSUMPTION
VALUE
ATTRIBUTED
SENSITIVITY
(ABSOLUTE
MOVEMENT)
Seafarers
Terminal year EBITDA margin19.1%1.1%
Terminal growth rate2.0%0.5%
Discount rate10.0%0.5%
2.2 ASSET PURCHASE
Mission Bay Pavilion
On 30 October 2020, the Group acquired the assets and
liabilities of Mission Bay Pavilion, in Auckland’s Mission
Bay, from interests associated with Directors Lucien Law
and Paul Robinson. The total purchase price of $0.6 million
consisted of a $0.54 million deferred payment to the
vendors, with the balance settling a pre-existing receivable
with the vendors. The Group has determined that this
transaction does not meet the requirements of a business
combination under NZ IFRS 3 Business Combinations, as the
venue had not been operational for several months and no
employees were absorbed as part of the transaction. The
purchase price was equal to the carrying value of the net
assets and the acquired balances are outlined below.
MISSION BAY PAVILION
$000’s
Consideration made up of the following:
Deferred consideration537
Settlement of pre-existing receivable59
596
Recognised assets acquired and
liabilities assumed:
Property, plant and equipment1,204
Inventories5
Right of use assets1,144
Lease liabilities(1,144)
Other liabilities (613)
Identifiable net assets596
28
SAVOR 2021 ANNUAL REPORT
FI N A N C I A L S TAT E M E N T S
2.3 DISCONTINUED OPERATIONS
On 26 February 2021, the Group divested Moa Brewing
Company for total proceeds of $1.9 million. The sale
and purchase agreement allowed for an adjustment to
the purchase price for working capital balances. This
adjustment totals approximately $140,000, which is
owed to the Group at year end. This is disputed by
the purchaser and the Group has enacted the disputes
process in the sale agreement accordingly. The Group is
confident in its position and the recoverability of this
balance, however, has not recognised this as a receivable
in these financial statements given the early stages of
the disputes process.
The Group has provided for all liabilities arising from the
completion of the sale of Moa Brewing. This included
obligations to a number of previous suppliers of Moa
Brewing Company Limited.
2021
$000’s
Consideration 1,900
Carrying value 2,103
Net loss on sale (203)
There was no tax benefit in any jurisdiction arising from
the loss on sale recognised.
Financial Performance
The financial performance information presented is for
the period ended 26 February 2021 and the year ended
31 March 2020. The expenses recognised including
the trading operations for the year as well as certain
provisions held for liabilities associated with Moa
Brewing Company Limited.
PERIOD ENDED
26 FEB 2021
$000’s
YEAR ENDED
MARCH 2020
$000’s
Revenue 8,100 14,283
Expenses (11,393) (16,821)
Earnings before taxation (3,293) (2,538)
Taxation expense - -
(3,293) (2,538)
Loss on sale (203) -
Loss after taxation from discontinued
operations
(3,496) (2,538)
Cash flow performance
The cash flow information presented is for the period
ended 26 February 2021 and the year ended 31 March 2020.
PERIOD ENDED
26 FEB 2021
$000’s
YEAR ENDED
MARCH 2020
$000’s
Net cash outflow from operating activities (1,018) (943)
Net cash outflow from investing activities - (207)
Net cash outflow from financing activities (33) (127)
Net decrease in cash generated by the
discontinued operation
(1,051) (1,277)
Assets and Liabilities
The carrying amounts of assets and liabilities as at the
date of sale were:
26 FEB 2021
$000’s
MARCH 2020
$000’s
Cash - (318)
Trade and other receivables 532 1,661
Inventories 988 1,926
Contract assets 186 207
Right of use asset 99 128
Property, plant and equipment 1,487 1,925
Intangible assets 275 338
Total assets 3,567 5,867
Trade and other payables (910) (2,345)
Contract liabilities (446) (636)
Lease liability (108) (133)
Total liabilities (1,464) (3,114)
Net assets 2,103 2,753
2.4 RESTRUCTURING COSTS
2021
$000’s
2020
$000’s
Acquisition costs(186)(139)
Restructuring and other costs(40)(156)
Loss on disposal of fixed assets(331)(4)
Concept development expenses(364)(100)
(921)(399)
Restructuring costs occur outside the normal course
of operating the venues on a day to day basis, and
are unrelated to the Group’s trading operations. These
have been separated out on the face of the Statement
of Comprehensive Income to allow the reader of these
financial statements to understand the day to day
operations for the period without the impact of these
29
SAVOR 2021 ANNUAL REPORT
FI N A N C I A L S TAT E M E N T S
items. These items typically include the impairment or
disposal of assets, costs related to restructuring or M&A
activity, concept development or unrelated to Group’s
trading operations, as well as those items related to
COVID-19 such as the closure costs of venues and the
benefit of lease concessions obtained.
2.5 GOVERNMENT GRANTS
On 17 March 2020, the New Zealand Government
announced the implementation of a wage subsidy scheme.
The Group met the eligibility criteria requirements of the
scheme and $3.1 million was received by the Group during
the year. The funds received by the Group were used to
mitigate employee-related costs during the eligibility
period. Funds received as part of the wage subsidy
scheme have been accounted for in line with NZ IAS
20 – Government Grants and Disclosure of Government
Assistance. The Group has elected to present income
received from the wage subsidy as an offsetting deduction
to its employee costs. Funds received as part of the
scheme have no unfulfilled conditions or other attached
contingencies as at 31 March 2021.
2.6 GOING CONCERN
The Group has negative working capital at 31 March 2021,
a key driver of this is the significant related party payable
balance which was paid on 1 April 2021. The nature of the
Group’s operations means that the Group holds minimal
receivables and inventory balances compared to its
current liabilities. The Group recorded positive operating
cash flows from continuing operations during the year
and strong operating earnings in light of COVID-19
pressures and has a significant cash balance at the date
of the approval of these financial statements. The Group
completed a capital raise and refinancing immediately
following year end, demonstrating the Group’s ability to
raise additional funds to further expand where required.
The Directors have concluded that the preparation of the
financial statements on a going concern basis remains
appropriate.
3 SEGMENTAL INFORMATION
Operating segments are reported in a manner consistent
with the internal reporting provided to the chief operating
decision maker. The chief operating decision maker, who
is responsible for allocating resources and assessing
performance of the operating segments, has been
identified as the Board of Directors. Segmental information
is presented in respect of the Group’s industry segments.
2021
REVENUE
2020
REVENUE
2021
EBITDA*
2020
EBITDA*
Hospitality 16,134 23,990 3,571 2,922
Corporate - - (1,732) (1,431)
Continuing operations 16,134 23,990 1,839 1,491
Discontinued operations 8,100 14,283 (846) (1,481)
Total 24,234 38,273 993 10
*EBITDA means earnings before interest, tax, depreciation, amortisation,
restructuring costs, impairment charges, and release of contingent consideration
as disclosed in the Statement of Comprehensive Income.
2021
DEPRECIATION
AND
AMORTISATION
2020
DEPRECIATION
AND
AMORTISATION
2021
CAPITAL
EXPENDITURE
2020
CAPITAL
EXPENDITURE
Hospitality (2,191) (2,112) (923) (637)
Corporate - - - -
Continuing
operations
(2,191) (2,112) (923) (637)
Discontinued
operations
(404) (554) - (208)
Total (2,595) (2,666) (923) (845)
2021
NON-CURRENT
ASSETS
2020
NON-CURRENT
ASSETS
Hospitality 32,133 33,549
Corporate - -
Continuing operations 32,133 33,549
Discontinued operations - 2,598
Total 32,133 36,147
30
SAVOR 2021 ANNUAL REPORT
FINANCIAL STATEMENTS
4 TRADE AND OTHER RECEIVABLES
Trade receivables are recognised initially at fair value
and subsequently measured at amortised cost using
the effective interest rate method, less an allowance for
impairment. Trade receivables are due for settlement
between 30-90 days from invoice date.
2021
$000’s
2020
$000’s
Trade receivables208 1,588
Less: provision for doubtful debts - (63)
Trade receivables208 1,525
Contract assets - 207
Other receivables227 712
435 2,444
Current435 2,021
Non-current - 423
435 2,444
The Group applies the simplified approach to providing
for expected credit losses prescribed by NZ IFRS 9, which
permits the use of lifetime expected loss provisions for
all trade receivables. Collectability of trade receivables is
reviewed on an ongoing basis and a provision for doubtful
debts is made when there is evidence that the Group
will not be able to collect the receivable. Additionally, the
Group has established an allowance for Expected Credit
Loss (ECL) based on its historical credit loss experience,
adjusted for forward-looking factors specific to the
receivables and the economic environment. Receivables are
written off when recovery is no longer anticipated. There
are no overdue receivables considered impaired that have
not been provided for.
2021
$000’s
2020
$000’s
Current359 1,668
0 - 30 days over standard terms 70 149
31 - 60 days over standard terms 6 48
61+ days over standard terms - 219
Provision - (63)
Trade and other receivables435 2,021
5 INVENTORIES
Raw materials, work in progress and finished goods are
stated at the lower of cost and net realisable value. Cost
comprises direct materials and where appropriate, either
a contract manufacturing charge, or direct labour and an
appropriate proportion of variable and fixed overhead
expenditure, the latter being allocated on the basis of
normal operating capacity. Costs are assigned to individual
items of inventory on the basis of weighted average costs.
Net realisable value is the estimated selling price in the
ordinary course of business less the estimated costs of
completion and the estimated costs necessary to make
the sale.
2021
$000’s
2020
$000’s
Raw materials 139 1,040
Work in progress - 168
Finished goods 321 1,085
460 2,293
6 TRADE AND OTHER PAYABLES
Trade and other payables are recognised initially at fair
value and subsequently measured at amortised cost using
the effective interest method. These amounts represent
liabilities for goods and services provided to the Group
prior to the end of the financial year which are unpaid.
The amounts are unsecured and are usually paid within
30 and 60 days of recognition. Liabilities for wages and
salaries, including non-monetary benefits, and annual
leave expected to be settled within 12 months of the
reporting date are recognised in other payables in respect
of employees’ services up to the reporting date. Supplier
loans relate to inducements received for the long term
supply to Hospitality venues. These loans are amortised
over the life of the individual contract as the benefits
are consumed.
2021
$000’s
2020
$000’s
Trade payables2,682 4,047
Employee entitlements423 522
Supplier loans1,480 1,468
4,585 6,037
Current3,450 4,743
Non-current1,135 1,294
4,585 6,037
31
SAVOR 2021 ANNUAL REPORT
FI N A N C I A L S TAT E M E N T S
7 PROPERTY, PLANT & EQUIPMENT
All plant and equipment is stated at historical cost less
accumulated depreciation and accumulated impairment
losses. Subsequent costs are included in the asset’s
carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic
benefits associated with the item will flow to the Group
and the cost of the item can be measured reliably. All other
repairs and maintenance are charged to the statement of
comprehensive income during the financial year in which
they are incurred.
Depreciation is calculated using the straight-line method
to expense the cost of the assets over their useful lives.
The rates are as follows:
Plant and equipment 5% - 67%
Leasehold improvements 7% - 14%
Fixtures & fittings 15 - 67%
Motor vehicles 20%
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. Any related
gain or loss on disposal is recognised in the statement of
comprehensive income as part of restructuring costs.
PLANT &
EQUIPMENT
FIXTURES &
FITTINGS
LEASEHOLD
IMPROVEMENTSVEHICLESTOTAL
2021
Carrying value at 1 April 20202,5837454,304197, 6 5 1
Additions99196616 - 911
Acquisitions (refer note 2.2)29618890 - 1,204
Disposals(355)(7)(208) - (570)
Disposal of business (refer note 2.3)(1,143)(94)(240)(10)(1,487)
Depreciation(440)(181)(388)(9)(1,018)
Carrying value at 31 March 20211,0406774,974 - 6,691
Represented by:
Cost1,5081,0045,818 - 8,330
Accumulated depreciation(468)(327)(844) - (1,639)
1,0406774,974 - 6,691
2020
Carrying value at 1 April 20191,82060251282,159
Additions295129258 - 682
Acquisitions1,1167184,318 - 6,1 52
Disposals(65)(2) - - (67)
Depreciation(583)(160)(523)(9)(1,275)
Carrying value at 31 March 20202,5837454,304197, 6 5 1
Represented by:
Cost4,2421,0984,8914710,278
Accumulated depreciation(1,659)(353)(587)(28)(2,627)
2,5837454,304197, 6 5 1
The Group had no material capital commitments at 31 March 2021 (2020: nil).
32
SAVOR 2021 ANNUAL REPORT
FI N A N C I A L S TAT E M E N T S
8 INTANGIBLE ASSETS
Intangible assets acquired separately are measured on initial
recognition at cost. Following initial recognition, intangibles
are carried at cost less any accumulated amortisation and
accumulated impairment losses. Intangible assets with
indefinite useful lives are not amortised but are tested for
impairment annually, either individually or at the cash-
generating unit level. Intangible assets with a definite life
are amortised on a straight-line basis.
Resource consent assets related to the Moa Brewery in
Blenheim, New Zealand and were amortised over the
life of the resource consent of 10 years. Software and
other intangibles, including trademarks and the cost of
development of venue concepts, are amortised over a
period of 2-4 years.
Goodwill is stated at cost, less any impairment losses.
Goodwill is allocated to cash-generating units (CGUs) and
is not amortised but is tested annually for impairment, and
when an indication of impairment exists.
For the purposes of considering whether there has been
an impairment, assets are grouped at the lowest level for
which there are identifiable cash flows that are largely
independent of the cash flows of other groups of assets.
When the book value of a group of assets exceeds the
recoverable amount, an impairment loss arises and is
recognised in earnings immediately. Refer to note 2.1 for
impairment considerations.
GOODWILLRESOURCE CONSENT
SOFTWARE AND OTHER
INTANGIBLESTOTAL
2021
Carrying value at 1 April 202019,14832220319,673
Additions - - 6666
Disposals - - (81)(81)
Impairment (2,000) - - (2,000)
Disposal of business (refer note 2.3) - (261)(14)(275)
Amortisation expense - (61)(51)(112)
Carrying value at 31 March 202117,148 - 12317,271
Represented by:
Cost19,148 - 16719,315
Accumulated amortisation and impairment (2,000) - (44)(2,044)
17,148 - 12317,271
2020
Carrying value at 1 April 2019 - 38518403
Additions - - 161161
Disposals - - (2)(2)
Acquisitions19,148 - 5219,200
Amortisation expense - (63)(26)(89)
Carrying value at 31 March 202019,14832220319,673
Represented by:
Cost19,14863023220,010
Accumulated depreciation - (308)(29)(337)
19,14832220319,673
33
SAVOR 2021 ANNUAL REPORT
FI N A N C I A L S TAT E M E N T S
Significant cash generating units
Goodwill is allocated to the following significant cash
generating units:
2021
$000’s
2020
$000’s
Seafarers4,3204,320
Ebisu & Fukuko3,0273,027
Azabu4,3694,369
Auckland Fish Market2,1634,1 6 3
Non Solo Pizza3,2693,269
17,14819,148
9 LEASES
The Group recognises right-of-use assets and lease
liabilities for most property leases. On inception of a new
lease, the lease liability is measured at the present value
of the remaining lease payments, discounted using the
Group’s incremental borrowing rate at that date. The
right-of-use assets are measured at an amount equal to
the lease laibility, and are depreciated over the estimated
remaining lease term on a straight line basis. The Group
presents the right-of-use assets and lease liabilities
separately on the Balance Sheet.
The Group applies the following practical expedients when
applying NZ IFRS 16:
• A single discount rate to a portfolio of leases with
similar characteristics;
• Exemption to not recognise right-of-use assets for low-
value leases; and
• Exemption to not recognise right-of-use assets for
leases with less than 12 months remaining.
The Group as the lessee has various non-cancellable leases
predominantly for the lease of land and buildings. The
leases have varying terms and renewal rights. On renewal,
the terms of the lease are renegotiated.
RIGHT-OF-USE ASSETS
2021
$000’s
2020
$000’s
Carrying value at 1 April8,400808
Additions (refer to note 2.2)1,1449,1 7 5
Modification to lease terms224
Variable lease payment adjustments(179)
Disposals(99)(284)
Depreciation(1,319)(1,299)
Carrying value at 31 March8,1718,400
AMOUNTS RECOGNISED IN
PROFIT OR LOSS
2021
$000’S
2020
$000’s
Lease depreciation 1,319 1,299
Interest expense on lease liabilities 394 534
Lease expense on low value leases 17 3
Rental concessions received225 -
During the year the Group received a number of rent
concessions from landlords in response to the impact
of COVID-19. The treatment of individual leases varied
depending on the contractual positions of each site.
The Group elected to apply the practical expedient
permitted under NZ IFRS 16 para 46A for the Auckland
Fish Market and Non Solo Pizza leases and recognised the
benefit of these concessions directly in the Statement of
Comprehensive Income.
10 BORROWINGS
The Group has bank borrowings of $7.0 million at 31 March
2021 (2020: $7.5 million). The average interest rate on these
borrowings during the year was 4.38% (2020: 5.10%). The
Group also has access to total overdraft facilities of $0.5
million (2020: $2 million), $0.1 million of which was drawn
at year end.
During COVID-19, the Group received a number of
concessions from its banking partner, Bank of New
Zealand. These concessions included a principal holiday
of nine months, as well as a waiver of all covenants for
that same time period. At 31 March 2021, the Group was in
compliance with applicable covenants.
Refinancing
On 29 March 2021, the Group entered into an agreement
with Kiwibank Limited to refinance the Group’s borrowings
and banking relationship, in order to fund the acquisition
of additional hospitality venues from Hipgroup Limited.
As a result of the refinancing, the borrowings from BNZ
were repaid in full and from 8 April 2021, the Group had
borrowings of $14 million and access to overdraft facilities
of $1 million if required.
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SAVOR 2021 ANNUAL REPORT
FI N A N C I A L S TAT E M E N T S
11 CAPITAL
2021
$000’s
2020
$000’s
Reported capital at the beginning of
the year
38,892 32,105
Issue of shares (net of issue costs)8,359 6,787
47,251 38,892
Number of ordinary shares:
Number of shares on issue at the
beginning of the year
86,364,038 68,226,886
Issue of shares59,907,588 18,066,656
Share options exercised - 70,496
Total number of shares on issue146,271,626 86,364,038
All issued shares are fully paid and have no par value.
The cost of issuing shares during the year amounted to
$103,000 (2020: $469,000).
Equity raise - April & May 2020
On 7 April 2020, the Group issued 17.8 million shares raising
$2.5 million and on 15 May 2020 a further 25.5 million
shares were issued raising $3.6 million. All shares were
issued at $0.14 raising a total of $6.1 million in cash. At
the same time as the May 2020 equity raise, 15.7 million
shares were issued to Executive Directors Lucien Law and
Paul Robinson as part of the agreed settlement for the
Savor Group acquisition, which had previously been held
by the Group as unissued capital. The exercise price of
these shares was amended to be $0.14, in exchange for
the cancellation of the contingent consideration from the
same transaction.
There was an additional 888,000 shares issued in June
2020 as consideration for employee short term incentives,
directors fees, and payments to suppliers.
Equity raise - April 2021
On 8 April 2021, the Group issued 34 million shares raising
a total $6 million in new funds to secure the Group’s
future growth aspirations. The Savor vendors took up
their full rights, totalling $0.9 million, opting to offset
these against the related party payable due on 1 April
2021. In addition, the Group also issued $1 million of
shares at $0.22 to be held in escrow for the vendors of
the Hipgroup Limited acquisitions.
Share option plan
In July 2015 the Board approved the Company Employee
Share Option Plan. Options allow eligible staff to subscribe
for ordinary shares in the Company at an exercise price.
Options are vested in equal tranches on the first to third
anniversaries of the date of issuance while the eligible
employees remain in full time employment with the
Group. Once vested the options can be exercised at any
time up to the second April following vesting. Employees
can pay the exercise price in shares using the 20-day
Volume Weighted Average Price of the Company shares up
to the date of issuance. The Employee Share Option Plan
allows employees to exercise all their vested options into
ordinary shares for cash or a lower number of ordinary
shares for no cash.
The expense recognised for employee services received
during the year is shown below:
2021
$000’s
2020
$000’s
Expense arising from equity-settled
share-based payment transactions
91-
NUMBER OF
OPTIONS
WEIGHTED
AVERAGE
EXERCISE PRICE
(CENTS)
Outstanding 1 April 2018 894,664 28.2
Granted 693,366 42.9
Forfeited (189,882)28.2
Exercised (240,501)28.2
Outstanding 31 March 2019 1,157,647
Forfeited (156,170)28.2
Exercised (70,496)28.2
Outstanding 31 March 2020 930,981
Granted 1,642,857 21.0
Forfeited (610,371)24.6
Cancelled (1,068,145)21.0
Outstanding 31 March 2021 895,322
The outstanding options have been valued at grant date
using the Black-Scholes pricing method at $155,980, the
key inputs for which are outlined below.
20212020
Weighted average fair values at the
measurement date ($)
0.210.08
Dividend yield (%)0.00.0
Expected volatility (%)0.060.1 3
Risk-free interest rate (%)2.02.0
Expected life of share options (years)3.001.35
Weighted average share price ($)0.390.1 5
The expected life of the share options and SARs is based
on historical data and current expectations and is not
necessarily indicative of exercise patterns that may occur.
The expected volatility reflects the assumption that the
historical volatility over a period similar to the life of the
options is indicative of future trends, which may not
necessarily be the actual outcome.
35
SAVOR 2021 ANNUAL REPORT
FI N A N C I A L S TAT E M E N T S
12 RELATED PARTY DISCLOSURES
KEY MANAGEMENT PERSONNEL
COMPENSATION20212020
Directors' fees195 224
Senior management remuneration paid,
payable or provided for:
Short-term employee benefits907 1,069
Related party balances
outstanding
At 31 March 2021, the Group had recognised liabilities of
$3.2 million payable to Lucien Law and Paul Robinson for
the acquisition of Savor Group ($2.8m) and the acquisition
of Mission Bay Pavilion ($0.4m). The Savor Group payable
was settled subsequent to year end through a combination
of shares issued as part of the renounceable rights issue
and a final cash payment of $1.8m. The remaining Mission
Bay Pavilion payable is being settled in equal monthly
payments until August 2022.
At 31 March 2021, there was $53,000 of directors fees
payable to the Non-Executive Directors.
Transactions during the year
During the year, the Group provided employee services
and the supply of products to other hospitality venues
owned by Executive Directors Paul Robinson and Lucien
Law totalling $42,000, none of which was outstanding at
year end. The Group employed the services of Cannings
Strategic Communications, a communications firm with
personal connections to Lucien Law, during the year that
totalled $33,000.
As outlined in note 11, during the year the Group issued
$2.2 million of shares to Executive Directors Paul Robinson
and Lucien Law as part of the settlement of the Savor
Group acquisition.
13 EARNINGS/(LOSSES) PER SHARE
Earnings/(losses) per share is the portion of a company’s
profit allocated to each outstanding ordinary share and
is calculated by dividing the earnings attributable to
shareholders by the weighted average of ordinary shares
on issue during the year excluding treasury stock.
20212020
Net losses per share (cents) (4.6) (4.8)
Basic and diluted
Net losses per share from continuing
operations (cents)
(2.2) (1.8)
Basic and diluted
Net losses per share from
discontinued operations (cents)
(2.5) (3.0)
Basic and diluted
2021
$000’s
2020
$000’s
NUMERATOR
Net loss attributable to shareholders(6,586)(4,041)
Net loss from continuing operations(3,090)(1,503)
Net loss from discontinued operations(3,496)(2,538)
DENOMINATOR (THOUSANDS OF SHARES)
Weighted average number of shares
outstanding
141,892 85,035
Denominator for net earnings
per share
141,892 85,035
14 TAXATION
Income tax expense
The income tax expense or revenue for the year is the total
of the current year’s taxable income based on the national
income tax rate adjusted for any prior years’ under or
over provisions, plus or minus movements in the deferred
tax balance except where the movement in deferred tax
is attributable to a movement in reserves. The current
income tax charge is calculated on the basis of tax laws
enacted or substantially enacted at balance date.
Below is the reconciliation of earnings before taxation to
taxation expense:
2021
$000’s
2020
$000’s
Loss before taxation(6,586)(4,041)
Taxation at 28 cents per dollar(1,844)(1,131)
Adjusted for:
Non-deductible expenses592 26
Temporary differences not recognised365 177
Non-assessable income(289)(192)
Tax losses for which no deferred tax
asset was recognised
1,176 1,120
- -
Deferred tax
Movements in deferred tax are attributable to temporary
differences between the tax bases of assets and liabilities
and their carrying amounts in the financial statements and
any unused tax losses or credits. Deferred tax assets and
liabilities are recognised for temporary differences at the
tax rates expected to apply when the assets are recovered
or liabilities are settled, based on those tax rates which
are enacted or substantively enacted for each jurisdiction.
An exception is made for certain temporary differences
arising from the initial recognition of an asset or a liability.
No deferred tax asset or liability is recognised in relation
to temporary differences if they arose in a transaction,
other than a business combination, that at the time of the
transaction did not affect either accounting profit or loss
or taxable profit or loss.
36
SAVOR 2021 ANNUAL REPORT
FI N A N C I A L S TAT E M E N T S
Deferred tax assets are recognised for deductible temporary
differences and unused tax losses only to the extent that it
is probable that future taxable amounts will be available to
utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for
temporary differences between the carrying amount and
tax bases of investments in controlled entities where
the parent entity is able to control the timing of the
reversal of the temporary differences and it is probable
that the differences will not reverse in the foreseeable
future. The income tax expense or credit attributable to
amounts recognised in other comprehensive income is also
recognised in other comprehensive income.
Current and deferred tax assets and liabilities of individual
entities are reported separately in the consolidated
financial statements unless the entities have a legally
enforceable right to make or receive a single net payment
of tax and the entities intend to make or receive such a net
payment or to recover the current tax asset or settle the
current tax liability simultaneously.
TAX LOSSES BROUGHT FORWARD
2021
$000’s
2020
$000’s
The Group has unrecognised deferred tax assets arising from tax losses as
follows:
Opening balance7, 3 2 36,203
Tax losses for the year1,176 1,120
8,499 7,323
The Group has no imputation credits available at 31 March
2021 (2020: nil).
15 ADDITIONAL EXPENSE
DISCLOSURES
2021
$000’s
2020
(RESTATED)
$000’s
Direct costs includes the following:
Cost of goods sold (including the purchase
of raw materials)
4,570 7,098
Inventory written off / wastage 91 55
Employee costs includes the following:
Salaries, wages, and kiwisaver contributions5,976 10,602
Bad debts written off - 30
Foreign exchange (losses)/gains - (7)
Auditor's remuneration
Audit of the financial statements
EY178 -
Grant Thornton - 81
Total auditor remuneration178 81
16 RECONCILIATION OF NET
EARNINGS TO NET CASH FROM
OPERATING ACTIVITIES
2021
$000’s
2020
(RESTATED)
$000’s
Net profit(loss) after tax(6,586)(4,041)
Add back:
Interest paid786 1,286
Venue development costs expensed364 -
Supplier loans received - 500
Add/(Less) non-cash items:
Depreciation and amortisation 2,5952,666
Impairment of goodwill2,000 -
Supplier loan income recognised(236)215
Loss on disposal of fixed assets454 69
Share based payments91 -
Release of contingent consideration(1,033)(684)
Movements in working capital:
Trade and other receivables556 1,123
Inventories550 (659)
Trade and other payables471 1,708
Net cash from operating activities12 2,183
17 FINANCIAL INSTRUMENTS
Recognition and derecognition
Financial assets and liabilities are recognised when the
Group becomes a party to contractual provisions of the
instrument. Financial assets are derecognised when the
contractual rights to the cash flows from the financial
asset expire, or when the financial asset and substantially
all the risk and rewards are transferred. A financial liability
is derecognised when it is extinguished, discharged,
cancelled or expires.
Classification and initial measurement
of financial assets
Except for those trade receivables that do not contain
a significant financing component and are measured at
the transaction price in accordance with IFRS 15 (Revenue
from Contracts with Customers), all financial assets are
initially measured at fair value adjusted for transaction
costs (where applicable). Financial assets, other than those
designated and effective as hedging instruments, are
classified into the following categories:
• Amortised cost
• Fair value through profit or loss (FVTPL)
• Fair value through other comprehensive income (FVOCI)
In the periods presented the Group does not have any
financial assets categorised as FVTPL or FVOCI.
37
SAVOR 2021 ANNUAL REPORT
FINANCIAL STATEMENTS
Financial assets at amortised cost
Financial assets are measured at amortised cost if the
assets meet the following conditions (and are not
designated as FVTPL):
• they are held within a business model whose objective
is to hold the financial assets and collect its contractual
cash flows;
• the contractual terms of the financial assets give rise
to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
After initial recognition, these are measured at amortised
cost using the effective interest method. Discounting is
omitted where the effect of discounting is immaterial. The
Group’s cash and trade and other receivables fall into this
category of financial instruments.
Impairment of financial assets
Recognition of credit losses uses the ‘expected credit
loss (ECL) model’. The Group considers a broad range of
information when assessing credit risk and measuring
expected credit losses, including past events, current
conditions, reasonable and supportable forecasts that
affect the expected collectability of future cash flows of
the instrument.
In applying this forward looking approach, a distinction is
made between:
• financial instruments that have not deteriorated
significantly in credit quality since initial recognition or
that have low credit risk (‘Stage 1’); and
• financial instruments that have deteriorated
significantly in credit quality since initial recognition and
whose credit risk is not low (‘Stage 2’)
‘Stage 3’ would cover financial assets that have objective
evidence of impairment at the reporting date. ‘12 month
expected credit losses’ are recognised in Stage 1, while
‘lifetime expected credit losses’ are recognised for Stage 2.
Measurement of the expected credit losses is determined
by probability weighted estimate of credit losses over the
expected life of the financial instrument.
Trade and other receivables and
contract assets
The Group makes use of a simplified approach in
accounting for trade and other receivables as well
as contract assets and records the loss allowance as
lifetime expected credit losses. These are the expected
shortfalls in contractual cash flows, considering the
potential for default at any point during the life of the
financial instrument.
Classification and measurement of
financial liabilities
The Group’s financial liabilities include trade and other
payables, contingent consideration, borrowings and related
party payables.
Financial liabilities are initially measured at fair value, and,
where applicable, adjusted for transaction costs unless
the Group designated a financial liability at fair value
through profit or loss. Subsequently, financial liabilities
are measured at amortised cost using the effective
interest method.
a) Categories of financial assets
& liabilities
The varying amounts presented in the balance sheet relate
to the following categories of assets and liabilities:
2021
$000’s
2020
$000’s
FINANCIAL ASSETS
Financial assets at amortised cost:
Cash3,402 -
Trade and other receivables435 2,444
Total financial assets3,837 2,444
FINANCIAL LIABILITIES
Financial liabilities at amortised cost:
Bank overdraft - 597
Trade and other payables4,585 4,047
Lease liability8,909 8,686
Borrowings7,021 7,4 3 2
Total financial liabilities20,515 20,762
The Group’s activities expose it to a variety of financial
risks: market risk (including currency risk and interest rate
risk), credit risk and liquidity risk. The Group’s overall risk
management programme focuses on the unpredictability
of financial markets and seeks to minimise potential
adverse effects on the financial performance of the Group.
The Group uses different methods to measure different
types of risk to which it is exposed. These methods include
sensitivity analysis in the case of interest rate and foreign
exchange risks and aging analysis for credit risk.
b) Market risk
Market risk is the risk that changes in market prices,
such as foreign exchange rates and interest rates, will
affect the Group’s income, input costs, or interest rates
on the Group’s borrowings. The objective of market risk
management is to manage and control risk exposures
within acceptable parameters while optimising the return
on risk.
38
SAVOR 2021 ANNUAL REPORT
FI N A N C I A L S TAT E M E N T S
i) Interest rate risk
The Group’s fair value interest rate risk as at 31 March 2021
arises from its borrowings. An analysis on the sensitivity of
the Group’s earnings due to movements in interest rates is
shown below.
EFFECT ON NET LOSS BEFORE TAX
2021
$000’s
2020
$000’s
1% increase in interest rate(70)(190)
1% decrease in interest rate70 190
The above information is calculated by applying the
effective movement to the average balance of borrowings
on hand at 31 March 2021 of $7.0 million (2020: $7.3 million).
ii) Currency risk
The Group purchases services that are denominated in
foreign currencies (primarily AUD) from time to time. These
purchases were immaterial during the financial year, and
the Group’s exposure to movements in foreign exchange
is immaterial.
c) Credit risk
Credit risk is the risk of financial loss to the Group if a
customer or counterparty to a financial instrument fails
to meet its contractual obligations. Credit risk arises from
cash and deposits with banks and financial institutions, as
well as from the Group’s receivables due from customers.
Cash and deposit balances are held with financial
institutions rated at least an A+ Credit Rating by Standard
and Poors.
Sales are settled in cash at the point of sale, leaving
minimal debtors. The Group has adopted the simplified
approach to ECL (expected credit loss) in NZ IFRS 9:
Financial Instruments which apply to trade receivables
that are in the scope of IFRS 15. The impact is limited as
trade receivables are predominantly less than 30 days
The maximum exposure to credit risk at the reporting
date is the carrying amount of the financial assets as
summarised in note 4.
d) Liquidity risk
Liquidity risk is the risk that the Group will not be able
to meet its financial obligations as they fall due. The
Group’s approach to managing liquidity is to ensure, as
far as possible, that it will always have sufficient liquidity
to meet its liabilities when due, under both normal and
stressed conditions, without incurring unacceptable losses
or risking damage to the Group’s reputation.
The Group manages liquidity risk by continuously
monitoring forecast and actual cash flows and matching
the maturity profiles of financial assets and liabilities.
The following maturity analysis table sets out the
remaining contractual undiscounted cash flows for
financial liabilities.
2021
TOTAL
$000’s
0-6 MONTHS
$000’s
7-12 MONTHS
$000’s
1-2 YEARS
$000’s
2-5 YEARS
$000’s
5+ YEARS
$000’s
Trade and other payables4,585 2,927 523 860 275 -
Related party payables3,189 2,927 150 112 - -
Lease liabilities10,438 812 831 1,586 5,123 2,086
Borrowings7,021 851 867 1,735 3,568 -
Total principal cash flows25,233 7,517 2,371 4,293 8,966 2,086
Contractual interest cash flows697 158 139 239 161 -
Total contractual cash flows25,930 7, 6 7 5 2,510 4,532 9,127 2,086
2020
Trade and other payables4,047 2,725 147 294 881 -
Related party payables3,183 3,183 - - - -
Contingent consideration1,234 - 1,234 - - -
Lease liabilities10,270 749 739 1,441 4,171 3,170
Borrowings7,4 3 2 - 822 1,719 4,891 -
Total principal cash flows26,166 6,657 2,942 3,454 9,943 3,170
Contractual interest cash flows970 190 177 290 313 -
Total contractual cash flows27,136 6,847 3,119 3,744 10,256 3,170
39
SAVOR 2021 ANNUAL REPORT
FI N A N C I A L S TAT E M E N T S
18 FINANCIAL STATEMENTS
PRESENTATION
The Group continue to improve the disclosures in these
financial statements where required. For 2021, this includes
the discontinued operations disclosures for the sale of
Moa Brewing Company Limited during the year. The
change in the Group’s operating model has resulted in the
reallocation of some costs from the Hospitality business
to Corporate, as the Executive are now responsible for the
whole Group. In the segmental disclosure, the comparative
balances have been adjusted for consistency, and some
Balance Sheet items have been reclassified.
19 CONTINGENT ASSETS AND
LIABILITIES
The Group continues to pursue two outstanding
balances from counterparties at the date of signing
these financial statements.
Moa Brewing Company completion
adjustment
As outlined in note 2.3, the Group has initiated the disputes
process under the Moa Brewing Company Limited sale
and purchase agreement regarding the non-payment of
balances arising from the adjustment to the purchase
price on completion. These total approximately $140,000
and primarily relate to the level of inventory held at
completion date and payments received from customers
for receivables outstanding at completion date. The Group
is confident in its claim and will continue to seek the
repayment of these balances.
bStudio Limited
As signalled at the Annual Shareholders Meeting on 23
September 2020, trading for the year of Moa Brewing
Company Limited was significantly impacted by product
quality issues with its contract brewing partner, bStudio
Limited. At the time of signing the half year financial
statements in November 2020, the Group noted this
matter was expected to be resolved by 31 March 2021. The
matter is ongoing and the Group continues to pursue all
avenues to reach resolution.
There were no contingent liabilities at 31 March 2021
(2020: nil).
20 SUBSEQUENT EVENTS
Acquisition of Amano, Ortolana,
and The Store at Britomart venues
On 8 April 2021, the Group completed the acquisition
of the Amano, Ortolana, and The Store at Britomart
venues from subsidiaries of Hipgroup Limited for
total consideration of $11 million, less purchase price
adjustments. The Group is yet to complete the purchase
price accounting entries, but expects to recognise a
goodwill balance representing the majority of the
consideration paid.
In order to complete the acquisition, the Group took
on additional borrowings of $7.15 million as part of the
refinancing arrangement with Kiwibank Limited (as
outlined in note 10), and issued the Vendors $1 million of
shares in Savor Limited. The remaining consideration of
$2.85 million is to be paid in cash on 1 April 2022.
Capital raise
The Group undertook an underwritten renounceable rights
issue in late March 2021 to raise a total of $6 million. The
rights issue closed to shareholders on 31 March 2021 and
33,955,853 new shares were issued on 8 April 2021.
Related party payables
On 1 April 2021, the Group settled its final obligation with
the vendors of Savor Group with the payment of the
outstanding balance of $2.78 million. The vendors opted to
offset a portion of the receivable to fund the take-up of
their full rights through the capital raise, which resulted in
a final cash payment of $1.8 million.
Issue of shares and employee
options
On 28 May 2021, the Group issued 334,355 shares worth
a total of $68,543 as compensation for Directors fees and
short term employee incentives. The Board also authorised
the issue of a further 100,000 employee options at $0.21.
40
SAVOR 2021 ANNUAL REPORT
FINANCIAL STATEMENTS
COMPANY SHARES
The Company’s ordinary shares are listed on the NZX Main
Board of the equity security market operated by NZX
Limited. On 31 March 2021 the Company had issued voting
securities comprising 146,271,626 fully paid, ordinary shares.
TWENTY LARGEST REGISTERED
SHAREHOLDERS
The following table shows the names and holdings of the
20 largest registered holdings of listed ordinary shares of
the Company as at 11 June 2021:
INVESTOR NAME
SHARES
HELD% HELD
Custodial Services Limited 27,998,08015.05%
H & G Limited 23,573,08812.67%
Lucien Law 13,683,3667.36%
Paul Robinson 11,954,5766.43%
JBwere (NZ) Nominees Limited 8,883,8884.78%
New Zealand Central Securities Depository
Limited
8,441,9284.54%
Amano Group Limited 5,488,4742.95%
David Poole & Warren Ladbrook
& Gaylene Cadwallader
5,371,2532.89%
New Zealand Depository Nominee 3,544,2911.91%
B & S Custodians Limited 3,268,2351.76%
Allan Scott Wines & Estates Limited 3,023,6761.63%
Richard Frank & Leslie Frank 2,642,0381.42%
Philip Bowman 2,229,1951.20%
Justin Bade & Dorota Bade & Rca Trustees
2016 Limited
1,615,2840.87%
Antonio Crisci & Vivienne Farnell
& Toto Trustees Limited
1,595,3270.86%
Pioneer Capital I Nominees Limited 1,590,5930.86%
David Lugton 1,558,9740.84%
Lucien Law & Stacey Law & Paul Robinson 1,502,8140.81%
Paul Robinson & Susannah Robinson
& Lucien Law
1,502,8140.81%
Pamela Lugton 1,365,9610.73%
SUBSTANTIAL PRODUCT HOLDERS
This information is given as required by the Financial
Markets Conduct Act 2013.
As at 31 March 2021, the Company had 146,271,626 quoted
ordinary shares on issue (NZX code: SVR).
SUBSTANTIAL
SECURITY HOLDERNOTES
ORDINARY
SHARES
HELDDATE OF NOTICE
%
ISSUED
CAPITAL
Lucien Law113,827,83415 May 20209.511%
Paul Robinson212,424,75715 May 20208.546%
Trustees of the Ross
Venture Trust
38,828,11926 March 201912.939%
Colin Neal424,571,4299 November 202016.798%
H&G Limited514,814,7349 November 202010.13%
Notes:
1 Includes shares held directly and by the El Pilar A1 and Ika-Roa Investment Trusts.
On 16 June 2021, Lucien Law disclosed that his relevant interest had increased to
14,688,994 shares.
2 Includes shares held directly and by the El Pilar A1 and Ika-Roa Investment Trusts.
On 8 April 2021, Paul Robinson disclosed that his relevant interest had increased to
14,960,204 shares.
3 Includes shares held directly and by Moa Investments (2014) Limited. On 12 April
2021 Geoff Ross disclosed that the trustees’ relevant interest had increased to
9,393,119 shares.
4 On 9 April 2021 Colin Neal disclosed that his relevant interest had increased to
27,421,429 shares.
5 On 8 April 2021 H&G Limited disclosed that its relevant interest had increased to
22,666,123 shares.
SPREAD OF SHAREHOLDERS
AT 11 JUNE 2021
RANGEINVESTORSSECURITIESISSUED CAPITAL %
1-1000169 114,810 0.06%
1001-5000664 1,878,922 1.01%
5001-10000330 2,439,320 1.31%
10001-50000487 11,067,740 5.95%
50001-10000099 7,112,605 3.82%
Greater than 100000131 163,436,918 8 7. 8 5 %
STATEMENT OF DIRECTORS’
RELEVANT INTERESTS
Directors held the following relevant interests in equity
securities in the Company as at 31 March 2021:
DIRECTORSHARES
Lucien Law13,827,834
Paul Robinson12,424,757
Geoff Ross9,098,567
David Poole4,359,279
Rich Frank2,430,656
Sheena Hendersonnil
SHAREHOLDER AND STATUTORY
INFORMATION
41
SAVOR 2021 ANNUAL REPORT
SHAREHOLDER AND STATUTORY INFORMATION
DIRECTORS REMUNERATION AND
OTHER BENEFITS
The names of the directors of the Company who held
office and the details of their remuneration and value of
other benefits received for services to Savor Limited for
the year ended 31 March 2021 were:
DIRECTOR$
NATURE OF
REMUNERATIONNOTES
Geoff Ross75,000 Chair fees1
David Poole40,000 Director fees2
Rich Frank40,000 Director fees3
Sheena Henderson40,000 Director fees
Notes:
1 Paid to Southern Skies Limited and disclosed as “Director remuneration”. Mr Ross
agreed not to charge a consulting fee in the year ended 31 March 2021 (31 March
2020: $50,000).
2 Paid to 1st Seed Capital Ltd and disclosed as “Directors remuneration”.
3 Paid in Shares to Rich Frank and disclosed as “Directors remuneration”.
Lucien Law and Paul Robinson are salaried employees and
do not receive Directors fees. Their employee remuneration
is included in note 12 of the consolidated financial
statements.
ENTRIES RECORDED IN THE
INTERESTS REGISTER
The following entries were recorded in the Interests register
of the Company during the year ended 31 March 2021.
DIRECTOR
# OF
SHARES
ACQUIRED
NATURE OF
RELEVANT
INTEREST
CONSIDERATION
($)
DATE OF
ACQUISITION
Lucien Law7, 8 5 7,1 4 3 Voting shares1,100,00015/05/2020
1
Paul
Robinson
7, 8 5 7,1 4 3 Voting shares1,100,00015/05/2020
1
David Poole1,089,820 Voting shares 152,575 15/05/2020
1
Rich Frank550,646 Voting shares 77,090 15/05/2020
1
Rich Frank228,073 Voting shares40,00025/06/2020
2
Notes:
1 Participation in 1 for 3 rights issue at 14 cents per share.
2 Shares issued in lieu of cash Directors’ fees.
OTHER DIRECTORSHIPS AND
SHAREHOLDINGS
The following represents the interests of directors in other
companies as at 31 March 2021 disclosed to the Company
and entered in the Interests Register:
Geoff Ross
Southern Skies Holdings Limited - Director
Moa Investments (2014) Limited - Director
David Poole1st Seed Limited - Director
Sheena Henderson
Natural Pet Food Group Limited – Director
Cluster Consulting Group – Managing Director
Young Enterprise Trust – Trustee
Rich Frank
First Media LLC, USA - Director
American Film Institute - Trustee & Board Vice Chair
Lucien Law
Mizu Group Limited - Director
Mizu Holdings Limited - Director
MBP Hospitality Limited - Director
Ika-Roa Limited - Director
The Mesmeric Limited - Director
BH Group Limited - Director
Paul Robinson
Mizu Holdings Limited - Director
MBP Hospitality Limited - Director
Ika-Roa Limited - Director
BH Group Limited - Director
INDEMNITY AND INSURANCE
The Company entered an indemnity in favour of its directors
under a deed dated 10 October 2012. The Company has
insured all its directors against liabilities and costs in
accordance with section 162(5) of the Companies Act 1993.
EMPLOYEE’S REMUNERATION
During the period, the number of employees, not being
directors of the Company, who received remuneration and
the value of other benefits exceeding NZ$100,000 was
as follows:
REMUNERATION RANGENUMBER OF EMPLOYEES
$NZ ‘000
CONTINUING
OPERATIONS
DISCONTINUED
OPERATIONS
120–1301
130–1401
140-1501
180-1901
190-2002
280-2901
42
SAVOR 2021 ANNUAL REPORT
SHAREHOLDER AND STATUTORY INFORMATION
AUDIT FEES
The amount of audit fees payable to EY during the period
ending 31 March 2021 is set out in the notes to the financial
statements. During the period ended 31 March 2021, EY did
not provide any non-audit services to the Company.
DONATIONS
The Company made no donations during the year ended
31 March 2021.
NZX WAIVERS
During the year ended 31 March 2021 the Company
relied on:
• the NZXR Class Waiver and Ruling in relation to Section
4 of the NZX Listing Rules dated 19 March 2020, in
relation to its capital raise which closed in May 2020;
• the NZX Class Waiver from Listing Rule 3.5.1 dated 19
March 2020 which provides issuers with an additional 30
days to release their full year announcements; and
• the NZX Class Waiver from Listing Rule 3.6.1 dated 19
March 2020 which provides issuers with an additional
two months for the preparation and release of an
issuer’s annual report.
43
SAVOR 2021 ANNUAL REPORT
SHAREHOLDER AND STATUTORY INFORMATION
THE WRECK
44
SAVOR 2021 ANNUAL REPORT
CORPORATE
DIRECTORY
DIRECTORS
Geoff Ross
Non-Executive Chairman
Resigned 28 May 2021
Lucien Law
Executive Director & CEO
Paul Robinson
Executive Chairman
Ryan Davis
Independent Director
Appointed 8 April 2021
Louise Alexander
Independent Director
Appointed 8 April 2021
David Poole
Non-Executive Director
Resigned 8 April 2021
Sheena Henderson
Independent Director
Resigned 8 April 2021
Richard Frank
Independent Director
Resigned 8 April 2021
FINANCIAL CALENDAR
Interim results announced: November
End of financial year: 31 March
Annual results announced: May
Annual Report published: June
REGISTERED OFFICE
AND ADDRESS FOR
SERVICE
Level 4, Seafarers Building, 114 Quay
Street, Auckland, 1010, New Zealand
contact@savor.co.nz
AUDITOR
EY
BANKER
Kiwibank
L AW YERS
Chapman Tripp
COMPANY
PUBLICATIONS
The Company informs investors
of the Company’s business and
operations by issuing an Annual
Report and regular trading updates.
SHARE REGISTER
AND SHAREHOLDER
ENQUIRIES
Shareholders with enquiries about
transactions or changes of address
should contact the share register.
Link Market Services Limited
Level 30, PwC Tower, 15 Customs
Street West, Auckland, PO Box 91976,
Auckland 1142
Phone: +64 9 375 5998
Fax: +64 9 375 5990
Other questions should be directed
to the Company’s Secretary at the
registered address.
STOCK EXCHANGE
The Company’s shares trade on the
NZX main board equity security
market operated by NZX under the
code SVR.
Signed for and on behalf of the Board by:
Lucien Law
Director
Paul Robinson
Director
30 June 2021
45
SAVOR 2021 ANNUAL REPORT
CORPORATE DIRECTORY
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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