My Food Bag releases FY22 Results
My Food Bag delivers record FY22 revenue and strong earnings growth
My Food Bag (NZX/ASX Code: MFB), Aotearoa New Zealand’s subscription-based meal kit and food solutions
business, is pleased to share its audited FY22 results.
Revenue of $194 million, up $7.6 million on Prospective Financial Information (PFI) and up $3.3
million on FY21
Pro-forma EBITDA
1
of $34.2 million, up 18.1% on FY21
NPAT of $20.0 million, up from $2.4 million
2
in FY21
Declared a final fully imputed dividend of 4.0 cents per share to be paid on 16 June, bringing total
dividends in respect of FY22 to 7.0 cents per share
The company delivered in excess of 18 million meals across FY22, and achieved an average order value of
$126.60, which was up $2.23 on FY21.
The results show the company delivered in line with its PFI forecasts, provided prior to listing in 2021.
FY22 business highlights include:
Launched My Food Bag’s first significant step beyond weeknight meals and expanded into new
categories with the My Food Bag Kitchen
Introduced recipe choice across its portfolio of brands to drive order frequency and added enhanced
functionality for customers to flex nights and upgrade recipes
Built and successfully transitioned a new South Island factory to support future growth needs
Established the Soft-Plastics Recycling Programme to divert waste from landfill
As an essential service, operated safely through the pandemic and protected its people.
Tony Carter, Chairman of My Food Bag, says this year’s strong performance reflects the team’s operational
agility and ability to deliver the company’s innovation pipeline.
“In FY22 the business mitigated a number of macro-environment challenges, such as inflation, labour
availability and supply chain pressures. These were alleviated via selective price increases and tight cost
management, as well as working closely with suppliers to adjust customer offers as required and micro-
management to navigate labour uncertainty, particularly in Q4.
“Against the backdrop of all of this, My Food Bag’s innovation programme continued to deliver strong
outcomes in FY22.
“In July, the team introduced My Food Bag Kitchen, a curated collection of food solutions for different meal
occasions. By the end of FY22, we have been achieving attachment rates of 14% and average order value of
$21, which puts us in a good place as we scale the initial pilot offering in FY23,” says Carter.
During the year recipe choices were also added to Bargain Box and Fresh Start brands, and recipe choices were
expanded across the My Food Bag branded range.
Across the year contribution margin was up 1.6 percentage points year-on-year. This was largely driven by
improved procurement outcomes.
1
Pro forma EBITDA is a non-GAAP measure. It has been calculated on a consistent basis to the EBITDA measure presented
in the FY22 PFI. Pro forma EBITDA has not been adjusted for the change in accounting policy relating to software as a
service arrangement.
2
This is inclusive of a $14.1 million deduction of one-off transaction costs.
Conversion of active customers into high value customers also remains strong, with this group growing 7%
year-on-year.
Active customer numbers were particularly strong in Q2 and Q3, up 3.8% and 1.5% year-on-year respectively.
However, numbers softened in Q4, as the business worked through the supply-side challenges during the
Omicron outbreak. Current active customers are approximately 66,700 in May.
3
Outlook
Looking ahead, My Food Bag CEO, Kevin Bowler, says the business anticipates continued uncertainty across
macro-environment pressures, but has clear opportunities to grow.
“We have a strategy to continue taking a greater share of Aotearoa’s $37 billion retail food sector, via a
pipeline of growth initiatives.
“Underpinned by our strong brand and distribution reach, we continue to look for opportunities by offering
exceptional recipes and ingredients, enhanced customer flexibility and choice.
“Supporting this we will also be expanding our product offering through the Kitchen, while investing in the
resilience of our operating environment. This will see us benefiting from more Kiwis choosing to dine well at
home and buying more of their everyday household needs online,” says Bowler.
Further guidance is expected to be provided at the ASM in August 2022.
Authorised by:
Board of Directors of My Food Bag Group Limited
Ends
For investor or analyst queries, please contact:
Mark Winter
+64 27 705 4413
ir@myfoodbag.co.nz
For media queries, please contact:
Louisa Kraitzick
021 299 2628
louisa.kraitzick@pead.co.nz
3
Measured at 18 May 2022
---
ANNUAL REPORT 2022
Delivering
the goodness
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
Kia
Welcome to our 2022 Annual Report –
after achieving a record revenue of $194 million in
FY22, the results show the company has delivered
in line with its PFI forecasts, provided prior to listing
i n 20 21.
We navigated changing COVID-19 uncertainties
and escalating inflationary pressures.
We delivered record-breaking brand campaigns
and made our first significant step beyond
weeknight meals with the My Food Bag Kitchen.
And looking to the future, we now have a pipeline
of business improvement and growth initiatives that
will see us deliver the goodness to even more Kiwis.
ora
1
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
Letter from the Chair and CEO 3
Results at a Glance 6
Financial Performance 8
Key Achievements 9
Environmental, Social, and Governance 14
My Food Bag Team 20
My Food Bag Operations 22
Growth Strategy 28
Board of Directors 32
Management Team 34
Financial Statements 37
Independent Auditor’s Report 64
Corporate Governance Statement 68
Other Disclosures 81
Directory 87
Key Dates 87
CONTENTS
This Annual Report is dated 19 May 2022
and is signed on behalf of the Board by:
When used in this Annual Report, references to the ‘Company’ are references
to My Food Bag Group Limited. References to ‘My Food Bag’ or the ‘Group’
are to My Food Bag Group Limited together with its subsidiary, My Food Bag
Limited. All references to financial years (e.g. ‘FY21’ and ‘FY22’) in this
Annual Report are to the financial year ended 31 March, and references to
‘Prospective Financial Information’ (PFI) is to prospective financial information
included in the Company’s Product Disclosure Statement (PDS). References
to $ and NZ$ are to New Zealand dollars unless otherwise stated.
Tony Carter
Chair
Jen Bunbury
Chair of the Audit
and Risk Committee
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
2
It is a pleasure to report that My Food Bag
has performed strongly during our first full
year as an NZX and ASX listed company.
The results show the company has delivered
in line with its PFI forecasts, provided prior
to listing in 2021.
FINANCIAL PERFORMANCE
The company achieved another record revenue of $194.0
million in FY22, up $7.6 million on our PFI forecast and up
1.7% FY21 revenue. We also achieved a Pro forma
EBITDA
1
of $34.2 million, up 18.1% on FY21, and NPAT
of $20.0 million, up from $2.4 million in FY21.
The board and senior leadership team are very satisfied
with the 18.1% year-on-year Pro forma EBITDA increase,
off a 1.7% increase in revenue during the FY22 year
compared to the previous year.
The company delivered in excess of 18 million meals
across FY22 and achieved an average order value of
$126.6, up $2.23 compared to FY21.
We believe that our results speak for themselves. The company
has delivered in line with its PFI forecasts and paid its planned,
maiden dividend to shareholders. These results show that
My Food Bag is a high-quality business, positioned for growth.
As a group, we are committed to profitable business
growth and have every faith that capital markets will better
reflect the underlying strength in this business over time.
BUSINESS UPDATE
Navigating COVID-19 and inflation
As with all New Zealand businesses, the second half of the
financial year was marred by the impact of the Delta and
Omicron COVID-19 outbreaks.
As a ‘just-in-time’ food delivery business, My Food Bag was
reliant on its partners and its own operations being able to
function at full capacity throughout this period.
The outbreaks presented ongoing challenges to operating
procedures, productivity, front line staff availability and
increased health and safety costs.
The second half of FY22 also featured strong inflationary
pressures affecting virtually all input costs, particularly
ingredients and, directly and indirectly, labour costs
and availability.
Throughout this period the business’s highest priority was,
and still is, keeping its people and suppliers’ teams safe,
while also being mindful of ongoing business continuity risks
posed by the pandemic.
As a result of labour availability uncertainty due to the Omicron
variant of COVID-19, we made the decision to temporarily
reduce the recipe choice we offered customers and to stop
taking orders for the My Food Bag Kitchen during March.
The accumulative result of a challenging period in Q4 FY22
dampened financial performance, offset by micro-management
of largely cost and supply issues as our processes adapted.
By the end of the quarter a sense of predictability began
to return.
LETTER FROM THE CHAIR AND CEO
W h a t ’s
simmering
3
LETTER FROM THE CHAIR AND CEO
1. Pro forma EBITDA is a non-GAAP measure. It has been calculated on a consistent basis to the EBITDA measure presented in the FY22 PFI. Pro forma EBITDA has not been restated
for the change in accounting policy relating to software as a service arrangement.
Record breaking brand campaigns
The company celebrated a record Christmas period with
Christmas Day orders up 11.8% year-on-year, and an
estimated 100,000 Kiwis enjoying a My Food Bag Christmas
meal. As part of the Christmas campaign, we also launched our
first fully plant-based Christmas meal.
Following our generous amount of Christmas cheer, we went on
to help a record number of Kiwis reset their year in a healthy
direction with our highest ever level of Fresh Start sales.
The Fresh Start programme started in 2017 and is an example
of how My Food Bag can offer value beyond recipes and
ingredients, helping thousands of Kiwis manage weight with
a varied, delicious, low calorie diet – a clear opportunity for
future value growth.
Innovation delivering value
My Food Bag’s innovation programme continued to deliver
strong outputs in FY22.
The launch of the My Food Bag Kitchen pilot in July was the
company’s first significant step beyond weeknight dinners. This
curated collection of food solutions for different meal occasions
has helped simplify life for our customers and offered the
company a clear growth path.
While still in the pilot phase, more than 200 different products,
with a weekly range available of more than 80 items, across
ten categories have been offered and the potential of the
concept has been proven. The Kitchen achieved an attachment
rate of 14% and average order value of $21 in H2 FY22.
During the year, recipe choices were also added to all Bargain
Box and Fresh Start bags, and there was an increase in the
number of recipes offered in our My Food Bag branded range.
The company also invested in web and the iOS app to
improve customer experience, offering more flexibility and
ease of adding more meals and/or upgrading to premium,
gourmet recipes.
Building for South Island growth
The completion of a new Christchurch factory was delivered
on time and on budget, and was opened mid-April 2022,
complete with four pick lines and capacity for a wider
Kitchen range.
The facility is a foundation to deliver more growth in the South
Island and has scope for further expansion in years to come.
Strong supplier relationships
In the final quarter of the financial year we concluded a new
produce contract with our most important food ingredient
provider, T&G Fresh. This, along with our current contractual
arrangements with our cornerstone suppliers such as NZ Post
and Neat Meat, puts us in a secure position for the year ahead.
Sustainability and community engagement
The whole My Food Bag team is committed to creating a better
way for people to shop and eat. In 2021 we mapped out the
four pillars we intend to deliver on:
• Better packaging
• Better for the environment
• Better for our people and the community
• Better, safe food.
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
4
By their very nature, meal kits are as much as 33% more
greenhouse-gas efficient than supermarket-bought meals
because of reduced wastage in the supply chain.* But we
are committed to reducing the environmental footprint of our
business further than this.
In FY22, we delivered a soft plastics programme that diverted
more than 13 tonnes of soft plastic waste from landfill. This,
along with our commitment to use minimal amounts of the
most sustainable packaging, reflects our focus on reduction,
recyclability and reusability wherever possible.
The company also continued to donate unused Food Bags
and leftover ingredients to charities across the Motu to reduce
food waste to as close to zero as possible.
During the year we launched a partnership with the Heart
Foundation NZ aimed at making it easier for Kiwis to eat for
a healthier heart. Between the company’s efforts and those
of our customers, more than $50,000 in donations were
raised for our charity partner, Garden to Table.
Senior Leadership appointments
During the course of the FY22 year we strengthened the
My Food Bag senior leadership team with the addition of
Cassie Ormand leading People & Culture, Joanne Mitchell
leading Marketing & Customer Love, and Paul Kelly
leading Operations.
Outlook
The board and management anticipate continued uncertainty
across macro-environment challenges, such as inflation,
labour availability and supply chain pressures. But we
remain confident in our growth plans. Underpinned by our
strong brand and distribution reach, we continue to look for
opportunities by offering exceptional recipes and ingredients,
and enhanced customer flexibility and choice.
Supporting this we will also be expanding our product
offering through the Kitchen, while investing in the
resilience of our operating environment.
SUMMARY
The Board and CEO wish to thank
staff at My Food Bag for delivering
a strong performance in FY22 during
a period of uncertainty.
We would also like to acknowledge the role of My Food Bag’s
partners in the food, packaging, transport and services sectors
who’ve committed to supporting the company through the
many challenges presented through FY22.
We look forward to an exciting year ahead, in anticipation
of more success in meeting Kiwis’ growing demand for high
quality, locally sourced food ingredients combined with recipes
and meal options that suit their lifestyle.
Tony Carter Kevin Bowler
Chair CEO
* Source: Scientific Journal Resources, Conservation and Recycling (USA, 2019)
5
LETTER FROM THE CHAIR AND CEO
$
194 m
7.0c
/
SHARE
REVENUE
DIVIDEND
NPAT
YOY GROWTHYOY GROWTH
Sliced
& diced
1. 7%18 .1%
RESULTS AT A GLANCE
LTIFR
6.5
$
126 . 6
$2.23 YOY
ACTIVE CUSTOMERS
AOV
61. 7 k
FY22 Q4
Lost Time Injury Frequency Rate
Gross dividend yield of 12.2% based on share price of $0.80
per share (as at 16 May 2022)
$
34.2m
PRO FORMA EBITDA
$
20m
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
6
* Note ref needed.
MEALS DELIVERED SINCE LAUNCH
Our customers
love convenience
growth in
ready-made meals
38%
Plant Based and
Veggie meals sold
this year
2.8m+
& diced
Total number of
4 star out of 5 and
above recipe ratings
13T
of soft plastics diverted from
landfill thanks to our Soft Plastics
Recycling programme
200,000
More than 200
products launched
in the My Food Bag
Kitchen
202220212020201920182017201620152014
1m
4m
10m
22m
34m
54m
69m
90m
106m
106 m
7
RESULTS AT A GLANCE
Restated
FY22FY22FY21
Reported PFIReported
FINANCIAL PERFORMANCE ($MILLION UNLESS STATED)
Deliveries volume ('000s)1,5321,5031,533
Revenue 194.0186.4190.7
Ingredients margin*95.592.88 9 .1
Contribution margin**52.753.848.8
EBITDA34.034.015 . 3
Pro forma EBITDA34.234.229.0
Net profit after tax (NPAT)20.02 0 .12.4
BALANCE SHEET AND CASH FLOW ITEMS ($MILLION)
Total assets105.79 9 .1102.4
Cash and cash equivalents5.9(0.2)1.6
Total liabilities 38.832.848.2
Net cash / (debt) 2.5(1.3)(14.3)
Net cash flows from operating activities29.526.623..8
RECONCILIATION OF GAAP TO NON-GAAP FINANCIALS ($MILLION)
Net profit after tax 20.020.12.4
Add back:
Depreciation and amortisation5 .15.04.6
Net financing costs1.01 .11.7
Income tax expense7. 87. 86.5
EBITDA34.034.015.3
Change in accounting for SaaS arrangements0.30.30.2
Listed company costs(0.6)
Offer costs14 .1
Pro forma EBITDA34.234.229.0
FINANCIAL PERFORMANCE – KEY FINANCIAL METRICS
The table below summarises
the key financial metrics.
8
MY FOOD BAG GROUP LIMITED
ANNUAL REPORT 2022
* Ingredients margin is defined as revenue less cost of goods sold (excluding assembly and distribution expenses).
** Contribution margin is defined as revenue less cost of goods sold.
The annual report includes certain non-GAAP financial information, including EBITDA and Pro forma EBITDA. EBITDA is a performance measure used extensively by the Board and
management as an indicator of underlying profitability. Non-GAAP performance measures, including EBITDA, are not defined in NZ IFRS and are not subject to audit. Non-GAAP
performance measures are defined consistently by all companies. Accordingly, these performance measures may not be comparable with similarly titled performance measures used
by other companies.
Select your meals
Extending Choice
Across FY22, recipe choice drove higher
average order value and increased order
frequency. It is clear that this strategy is
delivering what customers want and
business outcomes.
After first launching recipe choice in January 2020, the range
of options was expanded to 15 meals across My Choice
during FY22. Recipe choice was offered across Bargain Box
and Fresh Start brands through FY22.
During the year we saw particularly strong success with the
launch of our Superquick options within My Choice. These
options are typically selected by around half of My Choice
customers every week reflecting the desire for quick meals
some nights of the week.
The most recent innovation within My Choice is Gourmet recipe
selection, which allows customers to upgrade to a Gourmet
meal within their weekly recipe selection. Since introducing
it in March we have already experienced good uptake and
an average recipe rating of more than 4 (out of 5) for these
premium recipes.
Growing recipe choice across our portfolio of brands also
allowed us to analyse what recipes customers are selecting.
We then cross reference this with recipe ratings to drive
efficient menu planning resulting in more options we know
Kiwi customers will love.
KEY ACHIEVEMENTS
Freshly
made
9
KEY ACHIEVEMENTS
Expanding Beyond Meals
In July 2021, we launched the My Food Bag
Kitchen, offering a curated collection of food
solutions in addition to our range of meal kits.
The Kitchen is designed to tempt customers to purchase more
of their weekly shop from My Food Bag, and to meet more
meal occasions across the week, plus add on a few special
treats. It is one of the reasons behind the uplift in overall
average order value during FY22, compared to FY21.
Using the company’s well-established supplier network and
procurement expertise, we quickly built a range of ‘hard-to-
find’ food products and unique solutions for our customers to
choose from. More than 200 different products, with a weekly
range available of more than 80 items, across ten broad
categories have been offered through the Kitchen pilot to date.
At My Food Bag’s interim results we reported that Kitchen
attachment rates were in line with our internal target of
10% – 15%, and an average order value in excess of $20 in
September. Across the second half of FY22, this has continued
to improve as the product range has expanded and average
order value has been maintained.
The Kitchen was taken offline for two order cycles in March
FY22 while we managed the risk of labour shortages and
uncertainties due to Omicron across up-stream suppliers and
all pick and packing operations.
Once re-started, the company’s focus returned to three
workstreams to grow the Kitchen in the medium term:
• Expanding the range;
• Growing awareness and attachment across
current customers;
• Further optimising product data and stock management.
The My Food Bag Kitchen also provides a secondary benefit
of offering valuable insights into adjacent food and grocery
categories, informing the company’s growth options beyond
meal kits and ready-made meals.
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
10
11
KEY ACHIEVEMENTS
Investing in being
a South Island local
My Food Bag is committed to maintaining
robust supply chains and sourcing as locally
to the company’s customers as we can.
As part of this approach, we worked with Calder Stewart
to design and build a new factory for our South Island
operations which we have leased. We transitioned to the
new site in April FY23.
With four complete pick lines and capacity for a bigger
Kitchen offer, across 4405m
2
, the new site increases our
capacity in the South Island. The new centre lays down
strong foundations for My Food Bag in the South Island and is
future-proofed as we have substantial space to expand further,
as required.
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
12
Online platform
enabling personalisation
My Food Bag’s in-house digital team
developed several new features and
advancements to our online platform.
These features improve customer experience,
flexibility and personalisation to drive better
customer engagement.
During the year, we re-launched the My Food Bag iOS app
so that customers can more easily choose recipes and add
items from the Kitchen to their weekly orders.
The app now allows us to direct personalised push
notifications, prompting buy specials or suggesting recipes to
select. By combining targeted email communications with push
notifications to specific customer cohorts, we have achieved
improved levels of uptake of specific promotional offers.
Across both our web and app platforms, our team rolled out
the ability for customers to seamlessly add additional meals to
their weekly subscription, including premium-priced Gourmet
meals. We expect this will continue to result in average order
value improvements across the next year.
13
KEY ACHIEVEMENTS
My Food Bag’s sustainability strategy helps
us bring to life our vision of creating a better
way for people to shop and eat.
Our Sustainability Pillars
ENVIRONMENTAL, SOCIAL, AND GOVERNANCE –
CREATING A BETTER WAY TO SHOP AND EAT
Feeding
BETTER
PACKAGING
Packaging is an essential
part of our business and
a primary focus across
everything we do.
This pillar includes our
in-product packaging,
operational waste and
on-site office waste.
BETTER FOR THE
ENVIRONMENT
We’re Kiwi through and
through and want to do all we
can to ensure we’re helping
keep Aotearoa clean, green
and beautiful, and inspiring
others to do the same.
This pillar includes our
emissions, energy consumption,
landfill impact and
climate-friendly working.
BETTER FOR OUR
PEOPLE & COMMUNITY
We believe cooking and
eating together builds stronger,
healthier communities and
we want to utilise our unique
advantage here to ensure
Kiwi communities are
flourishing nationwide.
This pillar includes our charity
support, community initiatives,
staff and health & safety.
BETTER,
SAFER FOOD
We offer our customers
uncompromisingly high food
safety standards for our
product and a transparent
supply chain made up of local
and trusted suppliers.
This pillar includes our local
sourcing, our Approved
Supplier Programme, our
Food Safety standards
and our allergen and
labelling processes.
our future
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
14
My Food Bag’s ESG Framework
BETTER PACKAGING
Improve the sustainability of our
packaging with a focus on reduction,
recyclable or compostable material
and supporting our customers
to thoughtfully dispose of their
packaging waste.
Key focus areas
• Internal packaging
(boxes, insulation, ice)
• On-site waste
BETTER FOR THE ENVIRONMENT
Continue to develop greener practices
through monitoring and ongoing
initiatives to understand, minimise and
mitigate our impact on the environment
to ensure our meal kits are the most
climate-friendly way to shop and eat.
Key focus areas
• Food miles
• Freight
• Energy usage
• Water usage
• Food waste
• Climate-friendly
cooking
BETTER FOR OUR
PEOPLE & COMMUNITY
To support our people and
the wider community to eat
better and live better.
Key focus areas
• Charitable partnerships
• Staff benefits and initiatives
• Health & safety
BETTER, SAFER FOOD
To ensure we maintain uncompromisingly
high health and safety standards for our
people and product and a transparent
supply chain.
Key focus areas
• Local sourcing
• Approved supplier programme
• Food safety
• Allergens & labelling
Customers eat delicious
meals that are good for
them and the planet.
We are committed and
excel in supporting the
wellbeing of our staff.
We support Kiwi communities to
help them thrive through being
happier and healthier.
We sit at the forefront of food
and sustainability innovation
for Aotearoa and the world.
OUR VALUE OUTCOMES
Feed the future of Aotearoa with a healthier and more sustainable way to eat.
Icons indicate which of the United Nations Sustainable Development Goals (UNSDGs) our ESG Pillars are aligned with.
15
ENVIRONMENTAL, SOCIAL, AND GOVERNANCE
SPOTLIGHT ON:
Soft Plastics
Recycling Programme
We know from our
customers that plastic
waste is the issue they
are most concerned about, so this
continues to be a big focus area for us.
At the very end of FY21 we launched
a Soft Plastics Recycling Programme,
in partnership with the NZ Packaging
Forum and Future Post. This initiative
has led the category by offering a
direct pick-up recycling solution to our
customers for their entire household’s
soft plastics. To date 19,400 bags
have been collected. At approximately
700g per bag, more than 13 tonnes
of soft plastic waste has been
redirected from landfill. Collected
soft plastics are sent to Futurepost who
recycle them into long life fence posts
and garden boxes.
Better packaging
We are committed to using the minimum
amount of the most sustainable packaging
we can, to keep food safe and fresh for
our customers.
Examples include:
• Approximately 80% of our ingredients by value are now
delivered to our factories in reusable crates.
• We use 100% compostable and biodegradable wool
insulation to keep our ingredients fresh and chilled in transit.
• Our cardboard boxes are made from forest stewardship
council (FSC) certified 47% recycled cardboard and all our
paper printing comes from FSC-certified pulp.
• We were the first to use 100% water in our ice packs,
instead of the gel still found in many chiller packs.
FILL WITH ALL
YOUR CLEANED
SOFT PLASTICS
ORDER SOFT
PLASTICS
RECYCLING BAG
SEAL SOFT
PLASTICS
RECYCLING BAG
ORDER
COLLECTION
OF YOUR SOFT
PLASTICS
RECYCLING BAG
2
1
3
4
16
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
* Source: Scientific Journal Resources, Conservation and Recycling (USA, 2019)
Better for the environment
We aspire for our meal kits to be the most
climate-friendly way to shop and eat.
What does this look like?
• 98% of our fresh meat and produce is proudly locally
sourced close to our North Island and South Island
factories, greatly reducing transport emissions.
• Through careful planning, management and partnership,
we are a near-zero food waste company.
• Research shows meal kits to be as much as 33% more
greenhouse-gas efficient than supermarket-bought meals
because of reduced wastage in our supply chain.*
• Working with NZ Post, our delivery partner, to optimise
delivery routes and minimise emissions for our depot-to-
door deliveries.
SPOTLIGHT ON:
Climate-friendly eating
With the carbon footprint of a plant
based diet sitting significantly below
that of a meat-lovers, encouraging more
plant based and veggie meals into our
customers diets is good for their health
and for the planet.
This year we increased the number of
veggie and plant based meals in our
range with the introduction of more
veggie meals into Bargain Box Choice
and Fresh Start, and sold more than
2.8 million plant based and veggie meals.
17
SUSTAINABILITY, COMMUNITY & PEOPLE
Better for our
people and communities
We passionately believe that cooking and
eating together can help build stronger,
healthier families and communities.
How we do this:
• Any unused food bags and food left over from recipe
tests are given to families in need through our support of
charitable organisations including Kiwi Harvest and City
Missions across the country.
• Introduced a partnership with the Heart Foundation aimed
at making it easier for Kiwis to choose to eat for a healthier
heart. My Food Bag’s heart-healthy recipes align to the
principles of a Mediterranean lifestyle, with all recipes
meeting a set of criteria that were developed in conjunction
with the Heart Foundation.
• My Food Bag’s motto “Work Safe, Home Safe” is frequently
referenced as a reminder for our team to take all steps to
work safely, so that they can go home to their families safely.
Our health and safety committees have representatives at
every assembly site and our senior leadership team take an
active approach in safety monitoring.
• The company has maintained our Lost Time Injury Frequency
Rate (LTIFR) at 6.5. LTIFR is the number of reported injury
and treatment incidents multiplied by 1,000,000 divided
by total hours worked in the period.
SPOTLIGHT ON:
Garden to Table
My Food Bag and its customers raised
more than $50,000 for Garden to Table,
a charitable trust empowering kids to
grow, harvest, prepare, and share great
food, during FY22.
This was a significant growth on FY21
donations thanks to the generosity of
our customers. We also created two
delicious veggie-based baking products
which were sold in the Kitchen and
donated the profits from these products
to Garden to Table.
BEETROOT BROWNIES
SELF SAUCING CARROT PUDDING
18
MY FOOD BAG GROUP LIMITED
ANNUAL REPORT 2022
Better, safer food
The company strives to build
uncompromisingly high food
safety standards and a transparent
supply chain, through its emphasis
on local sourcing and Approved
Supplier Programme.
This is achieved by:
• Maintaining our sourcing of fresh produce and
protein at 98% local. This is important in reducing
food miles as well as connecting our customers
to the food on their plate.
• Operating under a National Level 3 Food Safety
Programme, compliant with the Food Act 2014.
• Requiring our suppliers to uphold our expectations,
codes and standards of supplying quality and
safe food.
SPOTLIGHT ON:
Local suppliers in the Kitchen
Through My Food Bag Kitchen we’ve built
the distribution and awareness of many
growing Kiwi brands.
Paneton, a My Food Bag supplier for many
years, offers a range of fresh breads in
the Kitchen, all freshly baked in their
Auckland bakery.
We’ve backed snack food brands Serious
Popcorn, Tom & Luke and Molly Woppy,
which have all featured in many of our
popular festive & snack bundles.
We’ve also made a successful entrance into
the beverages category with a number of
emerging local brands, such as Almighty,
Kombucha Bros and Alchemy & Tonic.
19
SUSTAINABILITY, COMMUNITY & PEOPLE
The 200+ strong team at My Food Bag are
united by a desire for excellence in food and
for delivering for customers. Together, we
work in a highly energetic and collaborative
culture reflective of the My Food Bag brand,
and place a high priority on the health and
wellbeing of all employees.
Like most workplaces, COVID-19 meant the company had to
do all sorts of things a little differently. Senior leaders rolled
up their sleeves to pack food boxes when many staff were
isolating, and some creativity was needed to maintain our
collaborative culture from a distance.
We are also really proud of how our team adapted to
strengthened health and safety processes that were needed
through the pandemic.
To help us retain and attract talent across all teams, we have
introduced a flexible working policy as well as a reward
structure that better aligns pay with capability.
New senior leaders Cassie Ormand, Joanne Mitchell and
Paul Kelly in our leadership team have brought fresh energy
to the areas of People & Culture, Marketing & Customer Love
and Operations respectively.
MY FOOD BAG TEAM
The right
mix
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
20
mix
21
MY FOOD BAG TEAM
My Food Bag is an online food delivery
business and New Zealand’s longest-
standing meal kit provider.
Each week, My Food Bag delivers thousands of boxes full of
nutritious, locally sourced ingredients along with easy-to-follow
recipes direct to families across New Zealand. We take the
stress out of meal planning and help to bring families together
around mealtimes. Since the business commenced trading in
2013, we have delivered more than 100 million meals to
New Zealanders.
My Food Bag offers the broadest range of meal kit bags in
New Zealand under the My Food Bag, Bargain Box and
Fresh Start brands. Since inception, we have focused on
evolving our product offering through innovation and a strong
understanding of customers’ needs to appeal to a wide range
of New Zealanders. We continue to innovate to meet changing
consumer food, demographic and societal trends, and most
recently entered the large ready-made meal category with
our MADE brand. My Food Bag’s extensive database, high
brand awareness, digital capabilities and nationwide coverage
provide a strong platform for growth, as well as an opportunity
for expansion beyond our current product scope.
MY FOOD BAG OPERATIONS
Recipe
for success
16
%
FRESH START
26
%
BARGAIN BOX
3
%
MADE
55
%
MY FOOD BAG
TOTAL
DELIVERIES
FY22
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
22
During the year, we launched recipe choice for Bargain
Box customers with a range that includes family faves,
vegetarian options and Superquick recipes.
This is My Food Bag’s most
accessible offering, providing
“Family Faves, Bargain Prices”,
designed to bring quick, easy,
affordable, tasty and healthy meals
to Kiwi households.
The continued year-on-year investment in Fresh Start
marketing and loyalty initiatives resulted in another
record year for Fresh Start. Recipe choice was also
introduced for Fresh Start with a broad range covering
fish, meat, vegetarian and ready-made meal choices.
This range focuses on goal-based
recipes designed to help customers
achieve health goals through their
diet, whether it be for weight loss
or fitness.
We expanded both the product formats with MADE
and the product availability in FY22. Fresh soups and
ready to heat puddings were launched in time for winter
2021, and we drove significant meal growth through the
addition of MADE meals within Fresh Start Choice and
as an item to add to your order in the Kitchen.
This is an important format
differentiator to our meal kits.
Designed to offer an easier and
more convenient alternative to
cooking a recipe, MADE offers a
range of fresh, ready-made meals.
More than 200 products have been offered since launch
covering new meal occasions like breakfast, desserts and
beverages. Specific ranges for occasions and seasons
have also been launched including a “Festive Fare”
range and a summer BBQ collection.
The My Food Bag Kitchen is a
curated collection of pantry staples
and delicious solutions for new
meal occasions that customers can
add to their weekly orders.
Kitchen
In FY22 the recipe range in My Choice was expanded
with the launch of a range of Heart Healthy recipes in
collaboration with the Heart Foundation. And in Mar 22,
we launched “Gourmet Upsell”, a new offer that allows
customers to upgrade to a premium recipe each week.
Synonymous with meal kits in
New Zealand, the My Food Bag
brand targets the broadest range of
customers and promises to help you
get meals “Deliciously Sorted” with
a wide selection of product offerings.
23
MY FOOD BAG OPERATIONS
Efficient Operation
– Every Week
1. C REATE
Every week, our
chefs and in-house
nutritionist develop
new recipes, building
on our database of
over 10,000 recipes.
Our recipes are
designed to use only
basic kitchen utensils
and a few pantry
staples, a list of
which is emailed
to customers.
2. CHOOSE
Customers choose
from the full
My Food Bag brand
portfolio with options
for different numbers
of people and nights
per week.
Customers can
choose to have their
bag delivered weekly
or fortnightly on a
flexible subscription.
5. RECIPE RATINGS
Customers can then
rate the recipes to
provide feedback
direct to our chefs.
Ratings drive the
direction of future
innovation and
ensure recipes which
customers love are
available again.
3. SOURCE &
DELIVER
We source to
order the freshest
New Zealand meat,
fish and produce,
resulting in minimal
food waste at our
assembly centres.
Bags are delivered
directly to customers
on a Saturday,
Sunday or Monday.
4. COOK & ENJOY
The fun begins! Using
our step-by-step
recipes, customers
create and enjoy
their meals.
2
3
4
5
1
C
R
E
A
T
E
C
H
O
O
S
E
S
O
U
R
C
E
&
D
E
L
I
V
E
R
R
E
C
I
P
E
R
A
T
I
N
G
S
C
O
O
K
&
E
N
J
O
Y
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
24
Weekly Operations Cycle
We operate a weekly business cycle, with orders for the following
week’s delivery ‘locked’ on a Sunday night, ingredients arriving to our
assembly centres on Tuesday through Friday, and items ‘picked and
packed’ on Thursday and Friday prior to being delivered to customers.
MONDAY
• The billing run is
made and customer
money received
• My Food Bag’s
procurement team
reviews and places
orders with suppliers
TUESDAY & WEDNESDAY
• Ingredients begin to arrive at our assembly
centres in Auckland and Christchurch, with the
majority arriving on site on Wednesday and
Thursday. Other ingredients are delivered
as late as Friday to ensure freshness
• Ingredients are sourced from more than
200 suppliers
THURSDAY
• Picking and
packing
commences
mid-morning
• 30,000+
boxes picked
and packed
per week
SATURDAY
• Picking and packing
concludes
• Boxes are transported
to distribution depots
around the country
• Delivery is made to
customers electing
Saturday delivery
• Bargain Box and
MADE deliveries
begin (via the NZ Post
overnight network)
FRIDAY
• Staging commences
to get boxes ready
for pickup from
the Auckland
and Christchurch
assembly centres
SUNDAY
• My Food Bag and
Fresh Start branded
boxes are delivered
to customers via
NZ Post’s exclusive
Sunday network
(with some deliveries
on Monday via
NZ Post’s overnight
network)
• Customers are sent
a text to inform them
of delivery details
13
4
765
2
SUNDAY EVENING
• Subscribers have
until 11:59pm to
adjust their orders
for the following
week’s delivery
• Orders can be
changed through
both the website
and mobile app
My Food Bag operates a negative working capital position. This is a benefit
of the operating model arising because cash is generated from customers before
it has to pay suppliers for the cost of goods sold.
25
MY FOOD BAG OPERATIONS
Supply Chain Overview
We operate a largely outsourced and asset-light supply chain
model, while always maintaining close oversight across supply
and delivery.
ASSEMBLY CENTRES
• We are the only large-
scale New Zealand meal-
kit delivery business with
chilled assembly centres in
both the North and South
Islands, providing logistical
efficiencies, more localised
sourcing of ingredients and
greater delivery certainty
to the South Island.
OVERNIGHT & EXCLUSIVE
DELIVERY NETWORKS
• We have a strong
relationship with distribution
partner NZ Post who
currently operate an exclusive
Sunday delivery service for
My Food Bag.
FOOD SUPPLIERS
• We operate a ‘source-to-
order’ model: purchase
orders are placed with
suppliers on a weekly basis
at the exact levels required
to match customer orders
(allowing for a small buffer
of stock) to minimise waste.
• Our supply chain with food
suppliers is robust and
resistant to adverse events,
with 98% of all meat and
produce sourced locally in
New Zealand.
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
26
Food Safety
My Food Bag is subject to the National Programme
Level 3 (guidelines set out by the Ministry for Primary
Industries – MPI) as a retailer which handles food but
does not prepare or manufacture food. MPI complete
business and site audits of National Programme
Level 3 once every two years.
We also require our suppliers to meet a strict prescribed
code of conduct outlining food safety, ingredient and
operational requirements. We regularly review and audit
our food handling settings as well, to ensure procedures
meet the recommended standards. We maintain a direct
line of contact with our customers, so that any issues are
immediately identified and remedied. This is supported
by a Serious Incident Register to record reported customer
complaints relating to food quality and concerns.
Health and Safety
We have a systematic approach to the management of
health and safety. Detailed health and safety policies,
standards and procedures are implemented alongside
hazard and risk management processes, including an
incident notification and management system. Each site
operates a Health and Safety Committee, which meets
monthly and our Senior Leadership Team and Board
are active participants in our site safety audits.
27
MY FOOD BAG OPERATIONS
GROWTH STRATEGY
Market
opportunities
We have a strategy to expand our share of
the retail food sector via a pipeline of growth
initiatives. Underpinned by our nationwide
brand love we will grow the business by:
1
Winning in meals
2
Expanding our horizons
3
Enhancing our strong foundations
Taking a greater
share of Aotearoa’s
$37 billion retail
food sector
MEAL KIT
MARKET
READY
MEALS
MARKET
GROCERY
RETAIL
RETAIL FOOD
SECTOR
$37
BILLION
$25
BILLION
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
28
1
Winning in meals
Inspiring more Kiwis to dine in more often,
with continued innovation, and commitment
to quality & delicious meal kit solutions.
• A clear portfolio approach to differentiate brands each with
a clear mission, including Bargain Box and taking our goal-
based offering to the next level with Fresh Start
• Improving our personalisation and customisation options
to add more value
• A relentless focus on improving the customer experience
from the Development Kitchen, Digital, Operations and
Customer Love teams
Lead the modernisation of the ready-made
meal market through quality, innovation
and convenience.
• Build awareness to drive subscription model and add-on
options for meal kit customers
• Extend menu choices into more meal occasions and
more audiences
• Strengthen margin while protecting and growing IP
• Exploring vertical integration opportunities
29
GROWTH STRATEGY
2
Expanding our horizons
Expand the Kitchen – A curated collection
of food solutions that meet the needs of more
meal occasions
• Provide more solutions by accessing more meal occasions
and further expansion of high success categories
• Extend the Kitchen range depth and breadth, fuelled by the
introduction of better picking technology
• Build awareness via paid advertising and owned assets,
as well as leveraging new product introductions
• Grow sales via bundling, promotions, in-app
recommendations, and upsell and personalised navigation
Extend into new categories
• The Kitchen and the company’s experience collaborating
with other companies provides a low-risk/low-cost pilot into
new categories to inform further investment decisions
• The Kitchen allows us to introduce new categories to our
database, building a more logical connection for consumers
between our existing products and new categories
• Continue to assess M&A options, targeting businesses that
we can add value to
• Collaborating with complementary players in other
categories to innovate wider offerings
COLLABORATIONTHE KITCHEN
M&A
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
30
3
Enhancing our strong foundations
System and operational step change
• Transform our operating model by introducing picking
technology that assures the scalability of the operation
to meet future customer and business requirements
• Integrate technology and data platform to support
improvements to picking capability
• Smooth transition to the new Christchurch factory
• Active management of key business risks, such as cyber
security and operational processes
• Continued investment in food safety systems and processes
Culture and capability
• Recognising the workforce needs of the future, My Food Bag
will undertake a reset of its approach to attracting, retaining
and engaging talent during FY23
• The reset will reflect a change in ‘ways of working’ following
two-years during which the pandemic necessitated
remote working for many staff and changed the way we
collaborate and communicate
• The business is acutely aware of the need to build its
attractive employment brand by offering the right balance
of reward, recognition, learning, and growth prospects
for its people. Planning for the introduction of a staff share
scheme is well underway, with implementation anticipated
in the first quarter of FY23
Integrated ESG ambition
• Intensify our focus on measurement, and then further
reduction and recyclability of packaging
• Working with our suppliers to measure, and then reduce
the end-to-end carbon footprint
• Create healthier Kiwi communities by building strong
integrated partnerships with the likes of our existing partners
such as Garden to Table and City Missions
• Encourage better food choices by providing a wide range
of plant-based and healthier options with a strong bias to
local sourcing
• Continue to minimise food waste and help customers reduce
food waste by providing portioned ingredients
• Encourage diversity across the business, particularly
in leadership
31
GROWTH STRATEGY
Sarah Hindle
Independent Non-Executive Director
Sarah was appointed as a director
of My Food Bag in January 2021.
She has a broad range of experience in
management and governance across the
technology and consumer sectors. Sarah
was most recently the founding general
manager of Tech Futures Lab, where
she helped grow New Zealand’s most
innovative, tech-led learning institute.
Previously, Sarah was Global Head of
Business Delivery for Direct Wines and
Manager of Customer Experience and
Digital for KPMG Boxwood in the United
Kingdom. She began her career as a
solicitor for Minter Ellison Rudd Watts
in New Zealand.
She is also passionate about agri-tech
and the application of ‘tech for good’
and has held governance roles as
Chair of the Executive Council of
AgriTech New Zealand and as a
director and deputy chair for NZTech.
Sarah holds a Bachelor of Arts and
Bachelor of Laws from Victoria University
of Wellington, along with an MBA
from BI Norwegian Business School
of Management. She is enrolled as a
barrister and solicitor of the High Court
in New Zealand.
Tony Carter
Independent Chair
Tony joined the My Food Bag board
in January 2021 and was appointed
Chair at that time.
He has a broad range of experience
in governance across the consumer,
industrial services, infrastructure and
energy sectors. Tony moved into
governance following a successful
executive career, where he served as
Chief Executive and Managing Director
at Foodstuffs – New Zealand’s largest
retail organisation – for 10 years.
Tony is currently Chairman of Datacom
and TR Group and sits on the respective
boards of Vector, The Interiors Group
and The Skin Institute. He was formerly
Chair of Air New Zealand for six years,
Chair of Fisher & Paykel Healthcare for
eight years, a director of Fletcher Building
for nine years and a director of ANZ
Bank New Zealand for 10 years. He was
Chairman of the New Zealand Institute
when it merged with the New Zealand
Business Roundtable to form the New
Zealand Initiative in 2012, of which he
served as inaugural Chairman until 2013.
Tony graduated from the University
of Canterbury with a Bachelor of
Engineering with honours, before
completing a Master’s of Philosophy
at Loughborough University of
Technology in the United Kingdom.
In 2020 he was made a Companion
of the New Zealand Order of Merit
for services to business governance.
Jennifer (Jen) Bunbury
Independent Non-Executive Director
Jen was appointed as a director
of My Food Bag in January 2021
and acts as Chair of the Audit and
Risk Committee.
She has an extensive background
in financial services, including NZX
listings, acquisitions, mergers and
strategic advisory. Jen was a director
in the Investment Banking team at Craigs
Investment Partners for nine years, with
experience in the horticulture, logistics
and energy sectors. Her earlier career
included investor relations roles at BHP
and Publicis in Europe, following four
years in the Investment Banking
team at ABN AMRO in New Zealand.
Most recently, Jen served as the Chief
Financial Officer for NZX50-listed
Tourism Holdings Limited until October
2020 and was a director of Togo Group
during this time. She is a member of the
NZ Institute of Directors and participated
in the Future Directors programme,
spending 12 months with the board
of agribusiness Scales Corporation.
Jen completed a Bachelor of Commerce
majoring in finance, graduating with
first-class honours from the University
of Canterbury.
BOARD OF DIRECTORS
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
32
Chris Marshall
Non-Executive Director
Chris joined the My Food Bag board
on 6 October 2016, upon Waterman
Capital’s acquisition of a majority stake
in the Company.
He co-founded Waterman Capital
in 2004 and is currently serving as an
executive director of Waterman Capital.
Waterman Capital is a private company
investor which invests in mid-market
New Zealand growth businesses.
Chris has more than 20 years of
principal investment experience in
New Zealand. Prior to this he worked in
a management consulting role in London
assisting mid-market businesses.
Chris is a member of Waterman Capital’s
Investment Committee and is currently
a non-executive director of Healthcare
Holdings Limited (owner of the Mercy
Ascot Hospitals and other healthcare
businesses) and a non-executive
director of Lewis Holdings Limited,
an investment company associated
with Sir David Levene.
He graduated with a Bachelor of
Commerce from the University of
Otago and is a Chartered Accountant.
Jon Macdonald
Independent Non-Executive Director
Jon joined the My Food Bag board
in January 2021.
He has deep experience in technology,
the internet and consumer behaviour.
Jon held senior roles at Trade Me for
more than 15 years, including 11 years
as Chief Executive Officer, and has
since held a position as a director
(through Trade Me’s parent company,
Titan Parent NZ Ltd). He is also on the
boards of Contact Energy, Mitre 10
and Sharesies.
Earlier in his career, Jon worked in
the United Kingdom for HSBC, and in
Australia and New Zealand for Deloitte.
He has a Bachelor of Engineering (Hons)
from the University of Canterbury, and is
a Chartered Member of the NZ Institute
of Directors.
33
BOARD OF DIRECTORS
MANAGEMENT TEAM
My Food Bag’s Senior Leadership Team has an average tenure
at the Company of four years. The team brings a depth and
breadth of experience across multiple industries including
FMCG, services, e-commerce and media.
The team members have backgrounds that encompass early-
phase start-ups through to corporates within New Zealand and
overseas. With an equal representation of men and women, the
team has a proven track record of driving the business strategy
and culture effectively.
Kevin Bowler
Chief Executive Officer
Kevin drives the team to do
the basics brilliantly every
week while also developing
and implementing the
Company’s long-term vision
and goals. He is responsible
for all day-to-day
management decisions.
Past experience:
• CEO, Frucor Suntory
Beverages NZ
(2016 – 2018)
• CEO, Tourism
New Zealand
(2010 – 2016)
• CEO, Yahoo!Xtra
(2007 – 2009)
Mark Winter
Chief Financial Officer
Mark leads the finance
function and has primary
responsibility for planning,
implementing and controlling
all finance-related activities.
Mark is also responsible for
leading the procurement
team. He leads these
teams with a strong focus
on collaboration and
business partnerships.
Past experience:
• Group Financial
Controller, Fonterra
Brands NZ
(2016 – 2019)
• Commercial Manager
Operations & Supply
Chain, Fonterra Brands
NZ (2015 – 2016)
• General Manager
Commercial Operations,
Fonterra LATAM
(2014 – 2015)
Paul Kelly
Chief Supply Chain Officer
Paul oversees a broad team,
and is responsible for both
our operations and logistics
teams. This includes the
management of our assembly
operations in both the North
and South Islands, as well
as the nationwide logistics
teams. Paul also leads
the compliance functions
covering both health and
safety and food safety.
Past experience:
• General Manager –
Dairy Process Excellence,
Fonterra (2021 – 2022)
• Director Technical
Excellence (Acting),
Fonterra (2019 – 2021)
• General Manager –
Value Chain Centres
of Excellence, Fonterra
(2016 – 2019)
• Director Operations,
Fonterra Brands
(2012 – 2014)
Jo Mitchell
Chief Customer Officer
Jo leads the teams who are
focused on understanding,
engaging with, and
enhancing the experience
our customers have with My
Food Bag. The eCommerce
and Brand Marketing teams
create and implement
strategies and campaigns
to drive revenue growth
and the Customer Love
team ensures My Food Bag
delivers an award winning
customer service experience,
and constantly delights
our customers.
Past experience:
• Marketing Director, NZ
Breweries (2020 – 2021)
• Director of Marketing NZ,
McDonalds Restaurants
NZ (2013 – 2020)
• Marketing Manager
Coffee UK, Kraft Foods
(2007 2011)
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
34
Craig Jordan
Chief Digital Officer
Craig manages all digital,
technology and data
functions, leading a capable
data-driven team responsible
for maintaining and
enhancing My Food Bag’s
proprietary e-commerce
platform, along with
providing actionable
data insights.
Past experience:
• Chief Digital Officer,
The Warehouse Group
(2014 – 2017 )
• Various executive and
senior leadership roles,
Trade Me (2007 – 2014)
Cassie Ormand
Head of People & Culture
Cassie drives performance
and culture within the
business by ensuring sound
frameworks and processes
are in place to attract and
retain great people and
enable them to achieve.
She leads a team that
offers commercially focused
advice in partnership
with the business to
drive culture, capability
and communication.
Past experience:
• Head of People & Culture
Plan B (2019 – 2021)
• Senior HR Business
Partner, Goodman Fielder
(2018 – 2019)
• Head of HR AMEA,
Rexam Beverage Can
(2014 – 2017 )
Polly Brodie
Head of Development Kitchen
Polly leads a passionate
team who are responsible
for both recipe development
and food photography. The
culinary team design the
menus and recipes as well as
sourcing and developing new
ingredients. The team ensure
that not only is the product
delicious, but ingredient
margin is maintained while
upholding My Food Bag’s
high food quality and
nutrition standards.
Past experience:
• Development Kitchen
and Nutrition Manager,
My Food Bag
(2015 – 2018)
• Recipe Development
and Test Kitchen Chef,
My Food Bag
(2014 – 2015)
• Sous Chef, Motor
Yacht SIRONA III
(2012 – 2014)
Trish Whitwell
Head of Innovation
Trish drives business growth
through the creation of new
products and the evolution
of existing ones. She runs
a collaborative innovation
process that allows
My Food Bag to respond
quickly to market changes.
Past experience:
• Head of Marketing,
My Food Bag
(2016 – 2017 )
• Marketing Manager,
Meadow Fresh, Goodman
Fielder (2015 – 2016)
• Marketing Manager,
Digital Channels, TVNZ
(2011 – 2013)
35
MANAGEMENT TEAM
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
36
Statement of
Financial Position
38
Statement of
Comprehensive Income
39
Statement of
Changes in Equity
40
Statement of
Cash Flows
41
Notes to the
Financial Statements
42
Independent
Auditor‘s Report
64
Financial Statements
FOR THE YEAR ENDED 31 MARCH 2022
FINANCIAL STATEMENTS
37
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
38
Statement of Financial Position
AS AT 31 MARCH 2022
NZ$000Note2022
Restated
1
2021
ASSETS
Current
Cash and cash equivalents5 , 9131,599
Trade and other receivables
5
570512
Inventories
6
2,6081 , 216
Prepayments1,7992,168
Total current assets10,8905,495
Non-current
Property, plant and equipment
9
3,3723 , 11 8
Intangible assets
10
84,88984,846
Right-of-use assets
11
6,2698,618
Other receivables248308
Total non-current assets94,77896,890
Total assets105,668102,385
LIABILITIES
Current
Trade and other payables
7
13,0001 2 , 11 8
Deferred revenue4,0042,682
Lease liabilities
11
2,0222,542
Derivative financial liabilities-179
Other current liabilities
8
1,0891,98 0
Tax liability4,850826
Total current liabilities24,96520,327
Non-current
Lease liabilities
11
5, 5767,464
Borrowings
13
3 , 4 1115,864
Deferred tax liability
15
4,5564,282
Provisions250250
Total non-current liabilities13,79327,860
Total liabilities38,75848,187
Net assets66,91054,198
EQUITY
Share capital
12
59,33659,336
Retained earnings7, 5 74(5,138)
Total equity 66,91054,198
For and on behalf of the Board of Directors who authorised the issue of the financial statements on 19 May 2022.
Tony Carter
Chair
19 May 2022
Jen Bunbury
Director
19 May 2022
1. Comparative information has been restated for the change in accounting policy relating to software as a service arrangements. Please see the General Information section, page 44
for further details.
39
FINANCIAL STATEMENTS
39
NZ$000Note20222021
Income
1
193,954190,710
Cost of sales(141,282)(141,913)
Gross profit52,67248,797
Marketing expenses(4,804)(4,527)
Financing expenses(1,079)(1,690)
Indirect expenses(19,130)(19,223)
Other income
1
14 832
Share-based payment expense-(305)
Offer costs-(14,115)
Net profit before tax
3
27,8078,969
Income tax expense
15
(7,800)(6,527)
Net profit after tax20,0072,442
Total comprehensive income20,0072,442
Earnings per share
NZ$NZ$
Basic and diluted earnings per share
4
0.08 0.01
Statement of Comprehensive Income
FOR THE YEAR ENDED 31 MARCH 2022
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
40
Note
Share
capital
Other
shareholder
contributions
Retained
earnings
Share-based
payment
reserve
Total
equity NZ$000
At 1 April 202159,336-(5,138)-5 4 ,19 8
Net profit for the year--20,007-20,007
Total comprehensive income for the year--20,007-20,007
Dividend
12
--(7,295)-(7,295)
At 31 March 202259,336-7, 5 74-66,910
At 1 April 20201,00051,0955,76935958,223
Net profit for the year--2,442-2,442
Total comprehensive income for the year--2,442-2,442
Dividend (Pre IPO)
12
--(13,349)-(13,349)
Share-based payment expense---305305
Vesting of employee share options5 , 5 41--(664)4,877
Offer costs(2,046)---(2,046)
Proceeds from primary issuance54,841---54,841
Repayment of shareholder loans-(51,095)--(51,095)
At 31 March 202159,336-(5,138)-54,198
Statement of Changes in Equity
FOR THE YEAR ENDED 31 MARCH 2022
41
FINANCIAL STATEMENTS
Statement of Cash Flows
FOR THE YEAR ENDED 31 MARCH 2022
NZ$000
2022
Restated
1
2021
OPERATING ACTIVITIES
Cash was provided from:
Receipts from customers194,958188,291
Proceeds from insurance59-
Interest received4013
Cash was applied to:
Payments to suppliers(160,667)(158,992)
Interest paid (1,211)(1,698)
Tax paid(3,645)(3,858)
Net cash flows from operating activities29,53423,756
INVESTING ACTIVITIES
Cash was provided from:
Proceeds from the sale of property, plant and equipment117
Cash was applied to:
Purchase of property, plant and equipment(896)(674)
Payments for development of software(1,983)(2,007)
Net cash flows from investing activities(2,868)(2,674)
FINANCING ACTIVITIES
Cash was provided from:
Proceeds from issue of shares -54,841
Proceeds from repayment of shareholder options-1,535
Proceeds from borrowings
13
8,00067,095
Cash was applied to:
Principal payments on leases(2,557)(2,226)
Dividends paid(7,295)(13,349)
Repayment of borrowings
13
(20,500)(68,095)
Equity repurchase-(51,095)
Offer costs-(16,161)
Borrowing establishment costs-(365)
Net cash flows from financing activities(22,352)(27,820)
Net increase/(decrease) in cash flows4,314(6,738)
Cash and cash equivalents at the beginning of the year1,5998,337
Cash and cash equivalents at the end of the year 5 , 9131,599
1. Comparative information has been restated for the change in accounting policy relating to software as a service arrangements. Please see the General Information section, page 44
for further details.
General Information 43
Financial Performance 45
1. Income 45
2. Segment Reporting 45
3. Expenses 46
4. Earnings per Share (EPS) 46
Working Capital 47
5. Trade and Other Receivables 47
6. Inventories 47
7. Trade and Other Payables 48
8. Other Current Liabilities 48
Long-term Assets 49
9. Property, Plant and Equipment 49
10. Intangible Assets 50
11. Leases 52
Funding and Equity 54
12. Share Capital and Dividend 54
13. Borrowings 55
14. Financial Risk Management 56
Other Notes 57
15. Taxation 57
16. Related Party Transactions 58
17. Operating Cash Flow Reconciliation 59
18. Contingent Liabilities 59
19. Capital Commitments 59
20. Comparison to Prospective
Financial Statements
60
Notes to the Financial Statements
FOR THE YEAR ENDED 31 MARCH 2022
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
42
43
FINANCIAL STATEMENTS
Notes to the Financial Statements
FOR THE YEAR ENDED 31 MARCH 2022
General Information
Reporting Entity
My Food Bag Group Limited is a profit-oriented company incorporated and domiciled in New Zealand. My Food Bag Group
Limited is registered under the Companies Act 1993 and is a FMC reporting entity under the Financial Markets Conduct Act 2013.
My Food Bag Group Limited is listed on the NZX Main Board and as a Foreign Exempt Listing on the Australian Securities
Exchange (ASX).
The consolidated financial statements (the financial statements) presented are for My Food Bag Group Limited and its wholly owned
subsidiary My Food Bag Limited (together referred to as “the Group”).
Basis of Preparation
STATEMENT OF COMPLIANCE
These financial statements comply with International Financial Reporting Standards (IFRS) and New Zealand equivalents to
International Financial Reporting Standards (NZ IFRS). These financial statements have been prepared in accordance with Generally
Accepted Accounting Practice applicable to for-profit entities and the requirements of the Financial Markets Conduct Act 2013.
BASIS OF MEASUREMENT
These financial statements have been prepared on the historical cost basis except for derivative financial instruments which are
measured at fair value.
FUNCTIONAL AND PRESENTATION CURRENCY
These financial statements are presented in New Zealand dollars (NZ$), which is the Group’s functional currency, and rounded to
the nearest thousand dollars (NZ$000) unless otherwise stated.
Significant Estimates and Judgements
The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the
reported amounts of income, expenses, assets and liabilities, and the accompanying disclosures. Actual outcomes may differ from
these estimates.
Information about significant estimation uncertainty and judgments in applying accounting policies that have the most significant
effect on the amounts recognised are set out below:
• Recoverable amount assessment (Note 10 Intangible Assets)
An impairment test is performed annually to assess the recoverable amount of goodwill. The recoverable amount is based on
a value-in-use calculation that requires the use of estimates.
• Lease liabilities (Note 11 Leases)
At the commencement of a lease contract that includes renewal options, judgement is required to determine the lease term.
COVID-19 CONSIDERATIONS
My Food Bag is classified as an essential business by the New Zealand government which means it is able to operate at all
alert levels. To operate through the pandemic, additional health and safety protocols have been established to maintain a safe
environment. My Food Bag is also registered as a critical service and participates in the close contact exemption scheme using
Rapid Antigen Tests. The risks associated with COVID-19 include supply chain disruption and the availability of labour. These risks
are primarily managed through collaboration with key suppliers.
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
44
Notes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2022
Significant Accounting Policies
The significant accounting policies which are relevant to an understanding of these financial statements are included throughout
the notes to the financial statements.
CHANGE IN ACCOUNTING POLICY
In April 2021, the IFRS Interpretations Committee published a final agenda decision, Configuration or Customisation Costs in a
Cloud Computing Arrangement. This agenda decision confirms that in a SaaS arrangement, costs incurred to configure or customise
the provider’s application software are recognised as an expense when the services are received.
SaaS arrangements are service contracts providing the Group with the right to access a cloud provider’s application software over
the contract period. The Group has previously capitalised configuration and customisation costs incurred in implementing a SaaS
arrangement as an intangible software asset and amortised them over the contract period.
The change in recognition of these costs has been applied retrospectively and impacted these financial statements as follows:
Statement of Comprehensive Income:
• An increase in indirect expenses for the year ended 31 March 2021 of NZ$179,000;
• A decrease in amortisation expense on intangible assets for the year ended 31 March 2021 of NZ$179,000.
Statement of Financial Position:
• An increase in prepayments at 1 April 2020 of NZ$1,088,000;
• A decrease in intangible assets at 1 April 2020 of NZ$1,088,000;
• An increase in prepayments at 31 March 2021 of NZ$1,217,000;
• A decrease in intangible assets at 31 March 2021 of NZ$1,217,000.
Statement of Cash flows:
• An increase in payments to suppliers and employees for the year ended 31 March 2021 of NZ$308,000;
• A decrease in payments for development of digital assets for the year ended 31 March 2021 of NZ$308,000.
RE-PRESENTATIONS
To improve disclosure effectiveness, the following presentation changes have been made in the Statement of Financial Position:
• Raw materials work in progress and Packaging have been combined and presented as Inventories. In the financial statements
for the year ended 31 March 2021 these items were presented separately.
• Lease receivable has been included in Other receivables. In the financial statements for the year ended 31 March 2021 lease
receivable was presented separately.
Comparative period information has been re-presented to reflect the current year presentation as shown below.
NZ$000Note
Audited
2 0 21
Inventories
adjustment
Receivables
adjustment
Re-presented
2021
Statement of Financial Position (Extract)
Trade and other receivables
5
460-52512
Raw materials and work in progress1,024(1,024)--
Packaging19 2(192)--
Inventories
6
-1 , 216-1 , 216
Lease receivable52-(52)-
Total current assets4,278--4,278
Standards Issued but Not Yet Effective
There are no new or amended standards that are issued, but not yet effective, that are expected to have a material impact to
the Group.
45
FINANCIAL STATEMENTS
Financial Performance
1. Income
Revenue from the sale of goods is recognised when control of the goods transfers to the customer. This is typically when the
goods are delivered to the customer.
The amount of revenue recognised reflects the consideration that the Group expects to be entitled for providing the goods
to the customer.
Revenue is measured as the sales price (net of discounts), adjusted for customer credits. Customer credits are recognised
as deductions from revenue at the time that the related sales are recognised.
Payment for the goods is typically received in advance of delivery. The payment received in advance of delivery is recognised
in the Statement of Financial Position as a liability (deferred revenue) until the goods are delivered to the customer.
NZ$00020222021
Contracts with customers193,954190,710
Total income193,954190,710
Interest income4013
Proceeds from insurance59-
Other income5835
Loss on disposal of plant, property and equipment(9)(16)
Total other income14 832
2. Segment Reporting
Operating segments are determined based on the financial information that is regularly reported to the Chief Executive Officer
(CEO) and Chief Financial Officer (CFO). The CEO together with the CFO is considered to be the Chief Operating Decision
Maker (CODM).
The Group operates in one reportable segment being online meal kit and food delivery. This consists of creating and delivering
meal kits, pre-prepared ready-to-heat meals and grocery items to New Zealand customers.
The Group operates in one geographic area, New Zealand.
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
46
3. Expenses
Net profit before income tax has been arrived at after charging/(crediting) the following items:
NZ$0002022
Restated
2021
Staff expenses
Salaries and wages13 ,16 813,365
Defined contribution
426366
Interest expense
1,2582,008
Fair value of derivatives
(179)(318)
IT expenses
2,2672,108
Depreciation and amortisation
5 ,1214,589
Fees paid to the auditor (Ernst & Young)
Audit and review of the financial statements
1
12 098
1. The audit fee includes the fees for both the annual audit of the financial statements and the review of the interim financial statements.
4. Earnings per Share (EPS)
Basic earnings per share is calculated by dividing the profit or loss attributable to equity holders by the weighted average
number of shares outstanding during the year.
Diluted earnings per share is calculated by adjusting the profit or loss attributable to equity holders and the weighted average
number of shares outstanding during the year for the effects of shares with dilutive potential. There were no shares with dilutive
potential for either of the years presented.
20222021
Basic and diluted earnings per share
Net profit attributable to equity holders (NZ$000)20,007 2,442
Weighted average number of shares on issue (000)242,438 242,438
Basic and diluted earnings per share (NZ$)0.080.01
Notes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2022
47
FINANCIAL STATEMENTS
Working Capital
The Group operates a weekly business cycle, with orders for the following week’s delivery confirmed and invoiced on a Sunday
night. Ingredients arrive at our assembly centres on Tuesday through Friday, and are packed into boxes on Thursday and Friday
prior to being delivered to customers. This means that the profile of working capital across trade receivables, inventories and
payables varies depending on the day of the week the reporting date falls. The 31 March 2022 was a Thursday (31 March 2021:
Wednesday).
5. Trade and Other Receivables
Trade receivables are amounts due from customers for goods sold in the ordinary course of business. Trade receivables are
initially recognised at the amount invoiced to the customer and subsequently measured at the amount expected to be collected.
Estimates are used to determine the amount of trade receivables that may not be collected. A provision for impairment of trade
receivables is recognised based on the lifetime expected credit loss at each reporting date.
NZ$00020222021
Trade receivables23818 9
Provision for impairment of trade receivables(125)(112)
Other receivables457292
GST receivable-14 3
Trade and other receivables570512
6. Inventories
Inventories are measured at the lower of cost or net realisable value. In the case of finished goods, cost includes direct costs plus
a portion of fixed and variable overheads incurred in assembling the finished goods.
NZ$00020222021
Ingredients and work in progress1,5841,024
Finished goods76 6-
Packaging25819 2
Inventories2,6081, 216
During the year inventories of NZ$103,976,000 (2021: NZ$108,204,000) were recognised as an expense in Cost of sales.
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
48
Notes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2022
7. Trade and Other Payables
Trade and other payables are recognised at the amount invoiced by the supplier, or the estimated amount where the cost
is accrued.
NZ$00020222021
Trade payables11 , 9 6 511,302
Other payables38458
Accrued expenses6 5175 8
Trade and other payables13,00012 , 11 8
8. Other Current Liabilities
Liabilities for wages and salaries and annual leave are recognised at the amounts expected to be paid when the liabilities
are settled.
NZ$00020222021
Accrued wages and salaries279943
Annual leave627550
Employee benefits9061,493
Dividend withholding tax-14 3
Other liabilities18 3344
Other current liabilities1,0891,980
EMPLOYEE BENEFITS
In May 2022 the Board approved an Employee Share Ownership Scheme (ESOS) and a Long-Term Incentive scheme (LTI) for the
year ending 31 March 2023. The restricted share rights and the performance share rights will be granted to participants following
the announcement of the Group’s financial results for the year ended 31 March 2022. The key features of the schemes are as follows:
ESOS
Permanent employees working at least 30 hours per week are eligible to participate in the ESOS. Under the scheme, participants
are awarded restricted share rights of $3,000 annually. The rights vest after two years, subject to participants continued employment
with the Group.
LTI
The Senior Leadership Team and certain Key Operational Leaders are eligible to participate in the LTI. Under the scheme,
participants are awarded performance share rights based on a percentage of their base salary. For the FY23 scheme the rights vest
after two years, subject to achievement of the following performance measures:
• 50% of the rights vest based on continued employment with the Group,
• 50% of the rights vest based on continued employment with the Group and the relative Total Shareholder Return (TSR) compared
to the companies included the NZX 50.
The Board has indicated that for future grants under the LTI, if any, the vesting period would be increased to 3 years as the scheme
becomes more established.
49
FINANCIAL STATEMENTS
Long-Term Assets
9. Property, Plant and Equipment
Items of property, plant and equipment are measured at cost less accumulated depreciation and any impairment losses.
Cost includes the purchase consideration and those costs attributable to bringing the asset to the location and condition
necessary for its intended use. Subsequent costs are capitalised only when it is probable the future economic benefits
associated with the item will flow to the Group. The carrying amount of any replaced part is derecognised. All other repairs
and maintenance costs are recognised as an expense when they are incurred.
Gains or losses on disposals are calculated by comparing the sales proceeds with the carrying amount, and are recognised
in profit or loss.
Depreciation is calculated on a straight-line basis to allocate the cost of the asset, less any residual value, over its useful
economic life. Residual values and useful lives are reviewed, and adjusted if required, each financial year.
The depreciation rates for each class of property, plant and equipment are as follows:
• Motor vehicles 21% - 25%
• Plant and machinery 8% - 67%
• Furniture, fixtures and fittings 13% - 67%
• Computers 50% - 67%
NZ$000
Motor
vehicles
Plant and
machinery
Furniture,
fittings and
equipment Computers Total
Cost
At 1 April 20214122,7791, 8525265,569
Additions-6802419 2896
Disposals(23)(13)(5)(7)(48)
At 31 March 20223893,4461, 8717 116,417
Accumulated depreciation
At 1 April 20212938389134072,451
Depreciation3435510213 2623
Disposals(18)-(5)(6)(29)
At 31 March 20223091,19 31, 0105333,045
Net book value at 31 March 2022802,2538 6117 83,372
Cost
At 1 April 2020
4182,5651, 8244765,283
Additions224328413 66 74
Disposals(28)(218)(56)(86)(388)
At 31 March 20214122,7791,8525265,569
Accumulated depreciation
At 1 April 202025274 67703 742 ,14 2
Depreciation633 0119 511 56 74
Disposals(22)(209)(52)(82)(365)
At 31 March 20212938389134072,451
Net book value at 31 March 202111 91,94193911 93 , 11 8
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
50
Notes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2022
10. Intangible Assets
The significant intangible assets recognised by the Group are goodwill, brands and software assets.
Goodwill
Goodwill represents the premium paid by the Group over the fair value of the Group’s share of net identifiable assets of an
acquired subsidiary at the date of acquisition. Goodwill is initially measured at cost and subsequently measured at cost less
accumulated impairment losses, if any. Goodwill is not amortised.
Brands
Brands that are purchased by the Group are initially recognised at cost, or at their fair value if acquired as part of a business
combination. A brand is determined to have an indefinite life where there is an intention to maintain and support the brand
for an indefinite period. Indefinite life brands are not amortised, they are subsequently measured at cost less accumulated
impairment losses, if any.
Software assets
Software assets, both purchased and internally developed, are capitalised provided there is an identifiable asset, controlled by
the Group, that will generate future economic benefits through supporting revenue generation or cost savings. Subsequent costs
are capitalised if they extend the useful life or enhance the functionality of the asset. Software assets are amortised on a straight-
line basis over their estimated useful lives (using amortisation rates of 14% - 50%). Amortisation is included in Indirect expenses.
Impairment testing
Goodwill and indefinite life brands are tested for impairment annually, or more frequently if there is an indicator of impairment.
Software assets are tested for impairment when an indicator of impairment exists.
51
FINANCIAL STATEMENTS
NZ$000GoodwillBrandsSoftware
Software
WIP Other Total
Cost
At 1 April 2020 (Restated)63,63118,3573 ,19 56965 , 2 6191,14 0
Additions--52,002-2,007
Transfers--1, 798(1,798)--
Disposals--(1,378)--(1,378)
At 31 March 2021 (Restated)63,63118,3573,6209005,26191,769
Accumulated amortisation
At 1 April 2020 (Restated)--1, 6 71-5 , 2 616,932
Amortisation--1,361--1,361
Disposals--(1,370)--(1,370)
At 31 March 2021 (Restated)--1,662-5,2616,923
Net book value at 31 March 2021
(Restated)63,63118,3571,958900-84,846
NZ$000GoodwillBrandsSoftware
Software
WIP Other Total
Cost
At 1 April 2021 (Restated)63,63118,3573,6209005 , 2 6191, 76 9
Additions--1311, 852-1,98 3
Transfers--2,480(2480)--
At 31 March 202263,63118,3576,2312725,26193,752
Accumulated amortisation
At 1 April 2021 (Restated)
--1,662-5 , 2 616,923
Amortisation
--1,94 0--1,94 0
At 31 March 2022--3,602-5,2618,863
Net book value as at 31 March 202263,63118,3572,629272-84,889
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
52
Notes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2022
IMPAIRMENT TESTING
The recoverable amount of the Group, which is a single cash-generating unit, was determined on a value-in-use basis using
a discounted cash flow methodology.
The model uses a 5-year cash flow forecast based on the budget for the financial year ending 31 March 2023 approved by
the Board. Cash flows for years two to five have been prepared based on growth expectations for the core meal kit business in
its current state, without inclusion of strategic growth initiatives.
The key assumptions in the cash flow forecast are revenue growth (estimated based on number of deliveries and average order
value), ingredients price inflation and operational performance. The values attributed to the key assumptions are based on past
performance and current market information including, where negotiated, contracted prices for ingredients.
The long-term growth rate applied to the forecast cash flows after year 5 is 2.0% (2021: 2.0%). This reflects the expected long-term
economic growth rate in New Zealand.
The discount rate used in the model is 8.5% (2021: 6.8%).
The impairment test does not result in an impairment of goodwill or indefinite life brands. Reasonably possible changes in key
assumptions do not result in impairment of goodwill or indefinite life brands.
11. Leases
Lease liabilities
Lease liabilities are recognised at the commencement date of the lease at the present value of the future lease payments over
the term of the lease. If the rate implicit in the lease is not readily determinable, the lease payments are discounted using the
Group’s incremental borrowing rate at the lease commencement date. The lease term is the non-cancellable period plus rental
renewal options that are determined to be reasonably certain to be exercised. Once the lease has commenced, the Group only
reassesses the lease term on occurrence of a significant event or change in circumstance that is within its control and affects its
ability to exercise, or not exercise a renewal option in the contract.
Right-of-use assets
Right-of-use assets are initially measured at the amount of the lease liability at commencement date plus direct costs incurred
in establishing the lease and an estimate of costs required to dismantle and remove the underlying asset or to restore the
underlying asset.
Right-of-use assets are depreciated on a straight-line basis over the lease term, unless the useful life of the asset is less than
the lease term, or if the Group will own the asset at the end of the lease term. In these circumstances the right-of-use asset is
depreciated over the useful life of the asset.
The Group enters into lease arrangements for property, and plant and machinery. Leases of property have lease terms between two
and ten years, plant and machinery have terms between three and five years. Changes to the lease payments are renegotiated at
periods specified in the contracts and are usually based on the consumer price index or market rental rates. The Group has elected
not to recognise right-of-use assets and lease liabilities for leases of low value assets and short-term leases. These lease costs are
recognised as an expense as incurred.
53
FINANCIAL STATEMENTS
Information about right-of-use assets is shown below.
20222021
NZ$000
Net book
value
Depreciation
charge
Net book
value
Depreciation
charge
Property6,0292,3698,4182,410
Plant and machinery24018 920013 0
Motor vehicles---14
Right-of-use assets6,2692,5588,6182,554
Additions to right-of-use assets during the year were NZ$232,000 (2021: NZ$4,587,000).
Amounts recognised in the Statement of Comprehensive Income
NZ$0002022 2021
Interest on lease liabilities328496
Expense relating to short-term leases and low value assets151204
Lease liabilities
Total cash payments for leases during the year was NZ$2,885,000 (2021: NZ$2,647,000).
Leases not yet commenced
The lease of the Group’s new assembly and distribution site in Christchurch commenced in April 2022. The total cash payments over
the non-cancellable lease term is NZ$8,322,000, of which $760,000 is due within 12 months of balance date.
At 31 March 2022 the Group has entered into leases for machinery that have not yet commenced. The total cash payments over the
non-cancellable lease terms of these leases is NZ$231,000.
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
54
Notes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2022
Funding and Equity
12. Share Capital and Dividend
The Group completed an Initial Public Offering (IPO) and listed on the NZX Main Board and the Australian Securities Exchange
(ASX) on 5 March 2021.
SHARE CAPITAL
20222021
Fully paid ordinary sharesNZ$000
Number
(000s)NZ$000
Number
(000s)
At 1 April59,336242,4381,000100
Share split---201,600
Primary issuance--54,84129,644
Issuance on vesting of share options--2 ,19 811,094
Tax on share options vested--3,343-
Offer costs--(2,046)-
At 31 March59,336242,43859,336242,438
All ordinary shares issued are fully paid and have no par value. The holders of ordinary shares are entitled to receive dividends as
declared by the Board and are entitled to one vote per share. All shares rank equally in any surplus on winding up of the Group.
DIVIDENDS
A liability to pay a dividend is recognised when the distribution is declared by the Board. A corresponding amount is recognised
directly in equity.
20222021
Interim dividend for 2021 (Pre IPO)-6,288
Final dividend for 2021 (Pre IPO)-7,061
Interim dividend for 2022 – 3.0 cents per share7, 2 9 5-
Dividends paid7,29513,349
The imputation credit account balance as at 31 March 2022 is NZ$481,000 (2021: NZ$500).
Dividend declared after the reporting period
On 19 May 2022 the Board declared a fully imputed final dividend of 4.0 cents per share, to be paid on 16 June 2022 to
shareholders on the company’s register on 1 June 2022.
CAPITAL MANAGEMENT
The Group’s capital includes share capital and retained earnings. The objective of the Group’s capital management is to maintain a
strong capital base to support investor and market confidence and the future growth of the business. To manage the capital structure,
the Group may adjust the proportion of earnings paid to shareholders, return capital to shareholders, issue new shares or amend
capital spending plans.
The Group is not subject to externally imposed capital requirements.
55
FINANCIAL STATEMENTS
13. Borrowings
Borrowings are initially measured at fair value, net of transaction costs incurred. Borrowings are subsequently measured at
amortised costs using the effective interest method.
The Group’s net debt position is shown below.
NZ$00020222021
Bank loan – non-current
3 , 4 1115,864
Total borrowings
3,41115,864
Less: cash and cash equivalents
(5,913)(1,599)
Net (cash)/debt(2,502)14,265
A reconciliation of the changes in borrowings to the proceeds and repayments of borrowings presented in the Statement of
Cash Flows is shown below.
NZ$00020222021
Total borrowings at 1 April
15,86416,554
Proceeds from borrowings
8,00067,095
Repayments of borrowings(20,500)(68,095)
Non-cash change in deferred finance costs4731 0
Total borrowings at 31 March3,41115,864
Funding arrangements
The Group’s funding arrangements are shown below.
NZ$00020222021
Revolving credit facility – drawn down
3,50016,000
Revolving credit facility – undrawn
31,50019,000
Total revolving credit facility
35,00035,000
Bank overdraft – undrawn5,0005,000
Total facilities40,00040,000
The revolving credit facility of NZ$35,000,000 expires on 5 March 2024. The amount drawn down is secured over current and
future accounts receivables and other property, plant and equipment of the Group. The interest rate on the revolving credit facility
comprises base rate (BKBM rate) plus a margin of 1.74%.
The Group was in compliance with its banking covenants during the year and at 31 March 2022.
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
56
14. Financial Risk Management
The objective of the Group’s risk management framework is to appropriately identify and manage risks within acceptable levels.
Risk management policies and procedures are reviewed regularly to ensure they reflect changes in market conditions and the
Group’s activities.
The financial risks that impact the Group are liquidity risk and interest rate risk and credit risk.
LIQUIDITY RISK
Liquidity risk is the risk that the Group will encounter difficulties in meeting its financial commitments as they fall due. The Group
manages its liquidity risk by maintaining a level of undrawn credit facilities and a spread of maturity dates.
The table below shows the timing of the gross contractual cash flows of the Group’s financial liabilities.
2022
NZ$000
Carrying
amount
Contractual
cash flows
3 months
or less
3 to 12
months
1 to 5
years
Bank loan3 , 4 113,500--3,500
Lease liabilities7,5987,8805 911, 6135, 676
Trade and other payables13,00013,00013,000--
Financial liabilities24,00924,38013,5911, 6139 ,176
2021
NZ$000
Carrying
amount
Contractual
cash flows
3 months
or less
3 to 12
months
1 to 5
years
Bank loan15,86416,000--16,000
Lease liabilities10,00610,5226972,0997, 7 2 6
Trade and other payables1 2 , 11 81 2 , 11 81 2 , 11 8--
Financial liabilities37,98838,64012,8152,09923,726
INTEREST RATE RISK
Interest rate risk is the impact of changes in interest rates on the financial results. The Group manages its interest rate risk through
the use of interest rate swaps where appropriate, based on the amount and tenure of the Group’s borrowing requirements.
The following table shows the effect on profit or loss and equity at reporting date of a reasonably possible change in interest rates.
A change in interest rates would impact the floating rate interest payments on the Groups borrowings held at reporting date.
20222021
NZ$000EquityProfitEquityProfit
50 basis point (2021: 10 basis point) increase(19)(19)(4)(4)
10 basis point decrease4444
In the year ended 31 March 2021, the Group had an interest rate swap agreement in place for a notional amount of
NZ$15,000,000. Under this arrangement the Group paid a fixed rate of interest of 2.785% and received a variable interest rate.
The interest rate swap matured on 30 September 2021.
CREDIT RISK
Credit risk is the risk of loss due to customers not paying amounts owed. The Group’s exposure to credit risk is managed through
the Group’s operating model, where payment for the goods is typically received in advance of delivery. Refer to Note 5 Trade and
Other Receivables for details of the level of provision for impairment of trade receivables at reporting date.
Notes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2022
57
FINANCIAL STATEMENTS
Other Notes
15. Taxation
Tax expense comprises current and deferred tax. Tax expense is recognised in the Statement of Comprehensive Income.
The tax consequence of items recognised directly in equity is also recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted
at the reporting date, and any adjustment to tax payable in respect of a previous year.
Deferred tax arises due to certain temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and those for tax purposes. Deferred tax is measured at the tax rate that is expected to apply to the
temporary differences when they reverse, based on laws that have been enacted or substantially enacted at the reporting date.
Deferred tax is not recognised on the initial recognition of goodwill, or the initial recognition of assets and liabilities in a
transaction that affects neither accounting nor taxable profit.
Deferred tax assets are recognised to the extent it is probable that future taxable profits will be available against which the
temporary differences can be utilised.
Tax expense
NZ$00020222021
Current period7, 73 96,401
Adjustments for prior periods(213)46
Current tax expense7,5266,447
Origination and reversal of temporary differences2 7474
Recognition of previously unrecognised tax losses-6
Deferred tax expense27480
Income tax expense7,8006,527
Reconciliation of effective tax rate
NZ$00020222021
Profit before tax27,8078,969
Prima facie income tax expense at 28% on profit before tax7,7862,511
Under provided in prior year-46
Non-deductible expenses143,970
Income tax expense7,8006,527
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
58
Deferred tax
Deferred tax assets and liabilities are attributed to the following:
NZ$000At 1 April 2021
Recognised in the Statement
of Comprehensive IncomeAt 31 March 2022
Property, plant and equipment(52)277225
Leases and right-of-use assets373(16)357
Prepayments-(265)(265)
Intangible assets(5,140)-(5,140)
Derivatives50(50)-
Accruals and provisions4 81(220)2 61
Tax losses carried forward
6-6
Net deferred tax liability(4,282)(274)(4,556)
NZ$000At 1 April 2020
Recognised in the Statement
of Comprehensive IncomeAt 31 March 2021
Property, plant and equipment19 7(249)(52)
Leases and right-of-use assets35419373
Intangible assets(5,140)-(5,140)
Derivatives13 9(89)50
Accruals and provisions2362454 81
Tax losses carried forward
6-6
Net deferred tax liability(4,208)(74)(4,282)
16. Related Party Transactions
The transactions with related parties that were entered into during the year, and the year-end balances that arose from those
transactions are shown below.
KEY MANAGEMENT PERSONNEL REMUNERATION
Key management personnel comprise members of the Board and members of the Senior Leadership Team (SLT).
NZ$00020222021
Short-term employee benefits2,2692 ,191
Share-based payment transactions-202
Directors’ remuneration420289
Key management personnel remuneration2,6892,682
A Senior Executive Incentive Scheme was established in February 2021 for certain members of the SLT. Under this scheme the
eligible participants would be offered a number of share rights, subject to the achievement of certain performance hurdles.
No expense was recognised in relation to this scheme during the year because the performance hurdle, which required the Group
to outperform the EBITDA performance for the year ended 31 March 2022 presented in the Prospective Financial Information (PFI)
by a prescribed amount, was not expected to be met.
TRANSACTIONS WITH RELATED PARTIES DURING THE YEAR
Transactions with related parties are at a discount to normal terms and conditions.
NZ$00020222021
Key management personnel
Sale of goods6360
Notes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2022
59
FINANCIAL STATEMENTS
17. Operating Cash Flow Reconciliation
The reconciliation of net profit before tax to net cash flows from operations is shown below:
NZ$0002022
Restated
2021
Net profit before tax27,8078,969
Adjustments for non-cash items
Depreciation and amortisation5 ,1214,589
Non-cash change in deferred finance costs4731 0
Loss on sale of property, plant and equipment9(15)
Derivative financial instruments(179)(318)
Share-based payment expense-359
Changes in assets and liabilities
(Increase)/decrease in trade and other receivables(58)1, 077
(Increase) in inventories(1,392)(108)
Decrease/(increase) in prepayments369(482)
Increase in trade and other payables882422
Increase/(decrease) in deferred revenue1, 322(2,396)
(Decrease)/increase in other current liabilities(749)1,092
Income tax paid(3,645)(3,858)
Offer costs not included in operating activities-14 ,115
Net cash flows from operating activities29,53423,756
18. Contingent Liabilities
The Group has no contingent liabilities (2021: Nil)
19. Capital Commitments
The Group has capital commitments of NZ$61,000 (2021: NZ$35,000).
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
60
20. Comparison to Prospective Financial Statements
STATEMENT OF COMPREHENSIVE INCOME
NZ$000
Reported
2022
Unaudited
Prospective*
2022
Income193,954186,382
Cost of sales(141,282)(132,591)
Gross profit52,67253,791
Marketing expenses(4,804)(4,784)
Financing expenses(1,079)(1,088)
Indirect expenses(19,130)(20,063)
Other income14 8-
Net profit before tax27,80727,856
Income tax expense(7,800)(7,800)
Net profit after tax20,00720,056
Total comprehensive income20,00720,056
NZ$NZ$
Earnings per share
Basic and diluted earnings per share0.080.08
EXPLANATION OF VARIANCES
The key variances to PFI are:
• Higher income due to higher average order value driven by introduction of the Kitchen and price increases to recover
ingredient cost inflation.
• Higher cost of sales due to ingredient cost inflation and higher assembly and distribution costs associated with operating
during the COVID-19 pandem
ic.
Notes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2022
* This information is sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial statement format.
61
FINANCIAL STATEMENTS
STATEMENT OF CHANGES IN EQUITY
Reported 2022
NZ$000Share capital
Other
shareholder
contributions
Retained
earnings
Share-based
payment
reserve
Total
equity
At 1 April 202159,336-(5,138)-5 4 ,19 8
Net profit for the year--20,007-20,007
Total comprehensive income for the year--20,007-20,007
Dividend--(7,295)-(7,295)
At 31 March 202259,336-7, 5 74-66,910
Prospective (unaudited)* 2022
NZ$000Share capital
Other
shareholder
contributions
Retained
earnings
Share-based
payment
reserve
Total
equity
At 1 April 202159,373-(6,712)-52,661
Net profit for the year--20,056-20,056
Total comprehensive income for the year--20,056-20,056
Dividend--(6,400)-(6,400)
At 31 March 202259,373-6,944-66,317
EXPLANATION OF VARIANCES
The key variances to PFI are:
• Higher retained earnings brought forward at 1 April 2021 due to higher earnings than forecast in the year ended
31 March 2021.
• Higher interim dividend pai
d in December 2021.
* This information is sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial statement format.
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
62
STATEMENT OF FINANCIAL POSITION
NZ$000
Reported
2022
Unaudited
Prospective*
2022
ASSETS
Current
Cash and cash equivalents5 , 913-
Trade and other receivables5701, 284
Inventories2,6081, 527
Prepayments1,7991,935
Total current assets10,8904,746
Non-current
Property, plant and equipment3,3723,553
Intangible assets84,88984,432
Right-of-use assets6,2696 , 11 7
Other receivables248250
Total non-current assets94,77894,352
Total assets105,66899,098
LIABILITIES
Current
Trade and other payables13,0008,722
Deferred revenue4,0044,002
Lease liabilities 2,0221,952
Borrowings-15 0
Derivative financial liabilities-395
Other current liabilities1,0891,255
Tax liability4,8504,947
Total current liabilities24,96521,423
Non-current
Lease liabilities 5, 5765,501
Borrowings3 , 4 111,10 9
Deferred tax liability4,5564,498
Provisions250250
Total non-current liabilities13,79311,358
Total liabilities38,75832,781
Net assets66,91066,317
EQUITY
Share capital59,33659,373
Retained earnings7, 5 746,944
Total equity 66,91066,317
EXPLANATION OF VARIANCES
The key variances to PFI are:
• Higher net cash earned from operating activities used to repay borrowings.
• Higher inventories due to ingredient cost inflation and an increase in inventory holding as a response to operating during the
COVID-19 pandemic.
• Higher trade payables due to ingredient cost inflation.
• Lower supplier rebates receivable (presented in Trade and other receivables) and higher trade payables due to changes in
trading terms following supplier contract renegotiations during the year ended 31 March 2021.
Notes to the Financial Statements (continued)
FOR THE YEAR ENDED 31 MARCH 2022
* This information is sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial statement format.
63
FINANCIAL STATEMENTS
STATEMENT OF CASH FLOWS
NZ$000
Reported
2022
Unaudited
Prospective*
2022
OPERATING ACTIVITIES
Cash was provided from:
Receipts from customers194,958186,931
Proceeds from insurance59
Interest received40-
Cash was applied to:
Payments to suppliers(160,667)(155,581)
Interest paid (1,211)(1,041)
Tax paid(3,645)(3,759)
Net cash flows from operating activities29,53426,550
INVESTING ACTIVITIES
Cash was provided from:
Proceeds from the sale of property, plant and equipment11-
Cash was applied to:
Purchase of property, plant and equipment(896)(1,076)
Payments for development of software(1,983)(1,638)
Net cash flows from investing activities(2,868)(2,714)
FINANCING ACTIVITIES
Cash was provided from:
Proceeds from borrowings 8,000-
Cash was applied to:
Principal payments on leases(2,557)(2,448)
Dividends paid(7,295)(6,400)
Repayment of borrowings (20,500)(23,797)
Net cash flows from financing activities(22,352)(32,645)
Net increase / (decrease) in cash flows4,314(8,809)
Cash and cash equivalents at the beginning of the year1,5998,659
Cash and cash equivalents at the end of the year 5 , 913(150)
EXPLANATION OF VARIANCES
The key variances to PFI are:
• Higher net cash inflows from operating activities due to higher average order value.
• Lower net cash outflows from financing activities as the higher net cash earned from operating activities was used to
repay borrowings
.
* This information is sourced from the PDS and where necessary the prospective information has been aligned to the statutory financial statement format.
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
64
Independent Auditor’s Report
FOR THE YEAR ENDED 31 MARCH 2022
A member firm of Ernst & Young Global Limited
Information other than the financial statements and auditor’s report
Those charged with governance are responsible for the Annual Report, which includes information other
than the financial statements and auditor’s report which is expected to be made available to us after the
date of this auditor’s report.
Our opinion on the 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 financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained during the audit, or otherwise appears to be materially
misstated.
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.
Those charged with governance responsibilities for the financial statements
Those charged with Governance are responsible, on behalf of the entity, for the preparation and fair
presentation of the financial statements in accordance with Public Benefit Entity Standards Reduced
Disclosure Regime, and for such internal control as those charged with governance 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 financial statements, those charged with governance are responsible for assessing on
behalf of the entity the Foundation’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 those charged
with governance either intend to liquidate the Foundation 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 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 financial statements.
A further description of our responsibilities for the audit of the financial statements is located at the
External Reporting Board website: https://www.xrb.govt.nz/standards-for-assurance-
practitioners/auditors-responsibilities/audit-report-8/. This description forms part of our auditor’s report.
Chartered Accountants
Auckland
27 September 2019
Independent auditor’s report to the shareholders of My Food Bag Group Limited
OPINION
We have audited the financial statements of My Food Bag Group Limited (the “Company”) and its subsidiaries (together the
“Group”) on pages 38 to 63, which comprise the consolidated statement of financial position of the Group as at 31 March 2022,
and the consolidated statement of comprehensive income, consolidated statement of changes 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 38 to 63 present fairly, in all material respects, the consolidated
financial position of the Group as at 31 March 2022 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.
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.
65
FINANCIAL STATEMENTS
REVENUE
Why significantHow our audit addressed the key audit matter
The Group’s principal revenue stream is the sale of meal kits.
Revenue is recognised at the time of delivery of the meal kit.
Revenue is presented net of any sales discounts.
As customers pay for meal kits in advance of delivery, revenue
recognition is deferred until delivery of the meal kits. As a result,
at balance date, cash received in relation to undelivered meal
kits is deferred on the statement of financial position and presented
as a liability.
The volume of meal kits sold and the receipt of cash in advance
of delivery increases the likelihood that revenue is recorded in the
incorrect period.
Disclosures in relation to the Group’s revenue are included in
Note 1 to the consolidated financial statements.
In obtaining sufficient appropriate audit evidence, we:
• used data analytical techniques to assess the correlation
between revenue, deferred revenue and cash;
• validated a sample of cash receipts related to revenue
transactions;
• assessed the appropriateness of the deferred revenue
balance at year end by reference to deliveries subsequent
to balance date;
• analysed credit notes issued subsequent to balance date to
assess whether these indicated that revenue was incorrectly
recognised in the 2022 financial year; and
• considered the adequacy of the associated disclosures
in the consolidated financial statements.
INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR’S REPORT
The directors of the Company are responsible for the annual report, which includes information other than the consolidated financial
statements and auditor’s report.
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 upon the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.
DIRECTORS’ RESPONSIBILITIES 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.
A member firm of Ernst & Young Global Limited
Information other than the financial statements and auditor’s report
Those charged with governance are responsible for the Annual Report, which includes information other
than the financial statements and auditor’s report which is expected to be made available to us after the
date of this auditor’s report.
Our opinion on the 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 financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained during the audit, or otherwise appears to be materially
misstated.
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.
Those charged with governance responsibilities for the financial statements
Those charged with Governance are responsible, on behalf of the entity, for the preparation and fair
presentation of the financial statements in accordance with Public Benefit Entity Standards Reduced
Disclosure Regime, and for such internal control as those charged with governance 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 financial statements, those charged with governance are responsible for assessing on
behalf of the entity the Foundation’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 those charged
with governance either intend to liquidate the Foundation 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 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 financial statements.
A further description of our responsibilities for the audit of the financial statements is located at the
External Reporting Board website: https://www.xrb.govt.nz/standards-for-assurance-
practitioners/auditors-responsibilities/audit-report-8/. This description forms part of our auditor’s report.
Chartered Accountants
Auckland
27 September 2019
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
66
EY Sig.pdf 1 19/05/21 2:22 PM
Independent Auditor’s Report (continued)
FOR THE YEAR ENDED 31 MARCH 2022
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-assurance-practitioners/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 Brent Penrose.
Chartered Accountants
Auckland
19 May 2022
A member firm of Ernst & Young Global Limited
Information other than the financial statements and auditor’s report
Those charged with governance are responsible for the Annual Report, which includes information other
than the financial statements and auditor’s report which is expected to be made available to us after the
date of this auditor’s report.
Our opinion on the 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 financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained during the audit, or otherwise appears to be materially
misstated.
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.
Those charged with governance responsibilities for the financial statements
Those charged with Governance are responsible, on behalf of the entity, for the preparation and fair
presentation of the financial statements in accordance with Public Benefit Entity Standards Reduced
Disclosure Regime, and for such internal control as those charged with governance 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 financial statements, those charged with governance are responsible for assessing on
behalf of the entity the Foundation’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 those charged
with governance either intend to liquidate the Foundation 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 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 financial statements.
A further description of our responsibilities for the audit of the financial statements is located at the
External Reporting Board website: https://www.xrb.govt.nz/standards-for-assurance-
practitioners/auditors-responsibilities/audit-report-8/. This description forms part of our auditor’s report.
Chartered Accountants
Auckland
27 September 2019
67
Corporate Governance
Statement
68
Other Disclosures 81
Directory 87
Key Dates 87
Other Information
OTHER INFORMATION
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
68
The Board of My Food Bag Group Limited (Company) and its subsidiary (collectively, My Food Bag) are responsible for the
overall management of My Food Bag and aim to promote and achieve high standards of corporate governance, consistent with
the size and nature of My Food Bag’s operations.
The objective of strong corporate governance at My Food Bag is to lay the foundation for a culture that is open, transparent and
inclusive, and which develops capability, seeks out new opportunities and drives good decision-making, in turn creating long-term,
sustainable value for shareholders.
This Corporate Governance Statement provides an overview of My Food Bag’s current corporate governance framework, which
primarily takes into consideration contemporary corporate governance standards in New Zealand. It is therefore structured in the
same manner as the NZX Corporate Governance Code (NZX Code) and discloses the extent to which My Food Bag has followed
the recommendations in the NZX Code. The Board’s view is that (unless specifically stated) My Food Bag generally complies in all
material respects with the principles and recommendations set out in the NZX Code.
This statement was approved by the Board on 19 May 2022 and is current as at that date.
Principle 1 – Code of Ethical Behaviour
“Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these
standards being followed throughout the organisation.”
CODE OF ETHICS
My Food Bag expects its people to behave ethically and act with integrity. It has adopted a written Code of Ethics with which
all of its Directors and employees are required to comply. This Code does not include an exhaustive list of what is or is not acceptable
behaviour at My Food Bag – rather, it is intended to facilitate decisions and promote ethical standards that are
consistent with My Food Bag’s business standards, reputation, objectives and legal obligations.
The Code of Ethics (taken together with My Food Bag’s other internal policies and charters) includes the content specified in
Recommendation 1.1 of the NZX Code and will be reviewed by the Board at least every two years. It is currently structured
to include certain fundamental requirements for ethical behaviour generally, alongside a number of more targeted areas,
including the management of conflicts of interest, protection of My Food Bag’s assets and information, reporting of unlawful
or unethical behaviour, confidentiality and pursuit of corporate opportunities. Since My Food Bag’s last corporate governance
statement, the Code of Ethics was updated to reference My Food Bag’s inaugural modern slavery statement, recognising that
My Food Bag has a zero tolerance for modern slavery practices within its own operations and in its supply chain.
The Code of Ethics is readily available to all employees at My Food Bag. In addition, every new Director and employee of
My Food Bag is provided with a copy of the Code of Ethics as part of their induction to the business. Any breaches of the Code
of Ethics are required to be addressed promptly, dealt with consistently and handled by senior management and/or the Board,
as appropriate. The reporting of breaches of the Code of Ethics is encouraged and the steps for doing so are set out in the Code
and My Food Bag’s separate Whistleblowing Policy.
The Code of Ethics is available to view on the My Food Bag investor website.
SECURITIES TRADING POLICY
My Food Bag has a Securities Trading Policy that details the Company’s trading policy and guidelines, including the restrictions on
trading in the Company’s securities. It applies to all Directors, employees and contractors of My Food Bag. The requirements imposed
by the policy are separate from, and in addition to, the legal prohibitions on insider trading.
The Securities Trading Policy places additional restrictions on certain “restricted persons” which includes the Directors, the Chief
Executive Officer (CEO), the members of the Senior Leadership Team and their direct reports. These restricted persons are generally
prohibited from trading in the Company’s securities during prescribed “blackout” periods. Outside of these blackout periods, the
restricted persons are generally permitted to trade with the prior written consent of the Chief Financial Officer (CFO) (and subject
always to compliance with underlying insider trading laws).
The Securities Trading Policy is available to view on the My Food Bag investor website.
Corporate Governance Statement
OTHER INFORMATION
69
Principle 2 – Board Composition and Performance
“To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and perspectives.”
BOARD CHARTER
The role of the Board is to provide overall strategic direction to My Food Bag and effective management for the purpose of protecting
and enhancing the value of My Food Bag and its assets. The Board has legal responsibility for managing the business and affairs
of the Company, which, in practice, is substantially achieved through delegation to the CEO, who is charged with the day-to-day
operational leadership and management of the business (and who subdelegates certain functions to other members of the Senior
Leadership Team, subject to certain limitations and qualifications).
The Board operates under a written Board charter, which sets out the role, responsibilities, composition, structure and approach of
the Board. The charter provides guidance for the effective oversight and monitoring of the operational management of My Food Bag
on behalf of shareholders, employees and other stakeholders. The charter distinguishes and discloses the respective roles and
responsibilities of the Board and management – in this regard, Directors are generally free to discuss business matters with the
Senior Leadership Team, but they are expected to respect the distinction between Board and management responsibilities.
A copy of the Board charter is available to view on the My Food Bag investor website.
NOMINATION AND APPOINTMENT OF DIRECTORS
The appointment of directors to the Board is principally governed by the Companies Act 1993, the Company’s constitution and
the NZX Listing Rules. The Board has delegated to the Nomination and Remuneration Committee the responsibility to make
recommendations to the Board for nomination as members of the Board and its committees and the terms, if any, of such membership.
This Committee is governed by its own written charter. It is responsible for identifying individuals believed to be qualified to become
Board members, and to recommend to the Board the nominees to stand for election as directors at the annual shareholders’ meeting.
If a casual vacancy arises, the Committee recommends to the Board an individual to fill such vacancy. In nominating candidates,
the Committee may consider a range of factors and attributes, including any terms of reference for the Directors from time to time.
The Committee is also responsible for reviewing nominations from shareholders and providing recommendations to the Board in
respect of such nominations.
The Company enters into written agreements with each of its Directors establishing the terms and conditions of their appointment,
including in relation to their duties, term of appointment (subject to shareholder approval) and expectations of the role and
remuneration. In addition, the Company indemnifies and arranges insurance for its Directors in accordance with applicable laws
for certain claims which may be brought against them as directors.
Under the NZX Listing Rules, a director must not hold office (without re-election) past the third annual shareholders’ meeting following
that director’s appointment or three years, whichever is longer. From time to time certain Directors may also retire early and seek
reappointment at an annual shareholders’ meeting, so as to effectively stagger the appointment of Directors and better preserve
continuity by avoiding a scenario where all or a majority of the Directors are required to retire at the same meeting.
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
70
DIRECTORS
The Board currently comprises five Directors: an independent Chair, Tony Carter; three independent non-executive Directors,
Sarah Hindle, Jen Bunbury and Jon Macdonald; and one non-executive Director, Chris Marshall. A profile highlighting the
experience of each Director, including his or her length of service with My Food Bag, is available on My Food Bag’s website
and included in the Board of Directors section of the Annual Report.
Directors are chosen for their corporate leadership skills, professional backgrounds, experience and expertise. The right blend of
skills and experience, combined with a diversity of perspectives, is crucial for the Board to be able to create value for My Food Bag’s
shareholders over the long term. The current balance of skills, experience, tenure and diversity on the Board is summarised below:
Board skills, experience,
tenure and diversity
ExperienceBanking and finance
Legal and regulatory
Technology
Consumer business
Grocery
Investment and M&A
SkillsFinancial acumen
Governance and compliance
Strategy and risk
Grocery supply chain and logistics
Customer experience and agri-tech
E-commerce
Investor relations
Tenure3 to 6 years1
Less than 3 years4
DiversityFemale40%
Male60%
Directors are encouraged (but not required) to hold shares in the Company in order to more strongly align their interests with the
interests of shareholders. All Directors currently own shares (either directly or through a related entity or trust), and those relevant
interests are included in the Other Disclosures section of the Annual Report.
Corporate Governance Statement (continued)
OTHER INFORMATION
71
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
For the year ended 31 March 2022
Board meetings
available to
attend
Number
attended
ARC
1
meetings
available to
attend
Number
attended
NRC
2
meetings
available to
attend
Number
attended
Chris Marshall14144433
Tony Carter14144433
Jon Macdonald14144433
Sarah Hindle14134433
Jen Bunbury14144433
1. Audit and Risk Committee.
2. Nomination and Remuneration Committee.
During FY22, members of the Board also provided more informal oversight and strategic support to management at different times to
help assess the impacts of COVID-19 on My Food Bag’s business and its response as an essential service, including during the recent
Omicron outbreak.
DIVERSITY
My Food Bag aims to cultivate an environment where all of its people enjoy coming to work and contributing to the collective success
of the business. It is committed to creating an open workplace where every team member is welcomed, supported and inspired, and
where diversity is celebrated at all levels of the business. To do this, My Food Bag actively seeks to remove perceived or tangible
barriers to becoming part of the My Food Bag team and provides equal opportunities based on performance and potential.
My Food Bag has a written Inclusion and Diversity Policy that is available on the My Food Bag investor website. The guiding
principles of this policy include to: encourage diversity throughout the workforce; create a flexible and inclusive work environment;
leverage diversity of thought and individuality; ensure the behaviour of My Food Bag’s leaders reflects its values; attract and retain
talented people; and maintain a zero tolerance for bullying and harassment. This policy will be reviewed by the Board as required
and at least every two years.
Diversity and inclusion has been a hallmark of My Food Bag’s values since its inception, reflecting the values and expectations of the
founders of the business. These values are formalised in the written policy. The Board is generally comfortable with My Food Bag’s
core statistics with regards to diversity and inclusion, albeit it recognises there are always opportunities to further improve My Food
Bag’s workplace, including through new programmes and initiatives designed to target particular aspects of diversity and inclusion.
During FY22, the focus for management has been on supporting its people through further lockdowns and periods of isolation in
response to the pandemic. For many parts of My Food Bag, this has increased the opportunities for flexible working arrangements,
including remote working. This flexibility is expected to remain a feature of My Food Bag’s overall employment proposition going
forward, helping the business to recruit and retain employees from a diverse range of backgrounds and circumstances.
In FY23, as part of a broader focus on people and culture, My Food Bag will be considering whether there are new opportunities
to promote and advance diversity and inclusion, and whether to introduce any more formal measurable objectives for achieving
diversity that are reflective of My Food Bag’s values. As part of this, My Food Bag intends to review the extent of any gender pay
gap evident in the organisation and what steps the business can take to continue to effectively measure, monitor and improve this
issue. A further update on these diversity and inclusion initiatives, including any formal measurable objectives adopted, will be
provided in next year’s annual report (or other corporate governance reporting).
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
72
The Board recognises that gender is one important and commonly reported measure of diversity. The gender composition at
My Food Bag as at the last two balance dates is set out in the table below.
2021
1, 3
2022
1, 3
FemaleMaleFemaleMale
Directors2323
Officers
2
4444
Other employees1049113 088
Total11 09813 695
DIRECTOR TRAINING
On appointment, all Directors receive a comprehensive induction from the business to familiarise themselves with My Food Bag’s
management and operations. Under its charter, the Board has also committed to ensure that new Directors are appropriately
introduced to My Food Bag’s management and business, are acquainted with relevant industry knowledge and receive all
appropriate papers, policies and documents to enable them to discharge their duties effectively. Visits to specific operations
of the business are arranged, when appropriate, and reports and presentations from management are incorporated into the
Board meeting schedule on a regular basis.
More generally, Directors are expected to maintain appropriate levels of financial, legal and industry understanding, and are
encouraged to take responsibility for their own professional development, including by attending relevant courses or conferences
and through membership of industry bodies such as the NZ Institute of Directors. Each Director is also entitled to access Company
information and to seek independent advice in respect of their role as a Director should the need arise.
BOARD PERFORMANCE
The Board has committed to critically evaluate its own performance and the performance of individual Directors every two years
(as well as to review My Food Bag’s key policies and charters). In addition, the Chair of the Audit and Risk Committee reviews
that Committee’s performance at least every two years and is required to report her findings to the Board.
The Nomination and Remuneration Committee is tasked with making recommendations to the Board to ensure that adequate
procedures are in place to review the performance of the Board as a whole, its Committees and the contributions of Directors.
More generally, open and constructive discussion is encouraged at all Board and Committee meetings to ensure decisions are
taken that benefit from the diverse range of skills, experiences and perspectives of Directors – in this regard, each Director is
expected to fully participate in meeting discussions, having read all Board and briefing papers provided.
INDEPENDENCE
The Board currently comprises fives Directors. All Directors are non-executive Directors. The Board has considered which of
the Directors are independent Directors for the purposes of the NZX Listing Rules and has determined that, as at 19 March 2022
(the date of this corporate governance statement), four Directors are independent Directors, including the Chair and the Chair
of the Audit and Risk Committee. The independent Directors are Tony Carter, Jen Bunbury, Jon Macdonald and Sarah Hindle.
Chris Marshall is not considered to be independent at this time due to his association with a current substantial product holder
of My Food Bag (Waterman Fund 3 LP).
The positions of Chair of the Board and CEO of My Food Bag are held by different people.
The Board’s standards for determining independence of Directors includes the non-exhaustive factors set out in Recommendation
2.4 of the NZX Code, and requires the Board to ultimately assess whether a Director’s interest, position, association or relationship
might interfere, or might reasonably be seen to interfere, with that Director’s capacity to bring an independent judgment to bear on
issues before the Board, to act in the best interests of the Company and to represent its shareholders generally. The Board assesses
the independence of Directors on their appointment and at least annually thereafter. If there is a change in the Board’s determination,
it will be announced to the market.
Corporate Governance Statement (continued)
1. As at 31 March in each year.
2. In accordance with NZX Listing Rule 3.8.1(c), an “Officer” for this purpose means a person who is concerned or takes part in the management of an issuer and reports directly to the
Board or a person who reports to the Board. In My Food Bag’s circumstances, this category of person comprises members of the Senior Leadership Team.
3. Directors, officers and other employees are also given the option to elect to not specify their gender or to identify as non-binary.
OTHER INFORMATION
73
The Company maintains an Interests Register. Any Director who is interested in a transaction with the Company must immediately
disclose to the Board the nature, monetary value and extent of that interest. A Director who is interested in a transaction may attend
and participate at a Board meeting at which the transaction is discussed, but may not be counted in the quorum for that meeting or
vote in respect of the transaction, unless it is one in respect of which Directors are expressly required by the Companies Act 1993
to sign a certificate. The particulars of entries made in My Food Bag’s Interests Register during FY22 are included in the Other
Disclosures section of the Annual Report.
Principle 3 – Board Committees
“The board should use committees where this will enhance its effectiveness in key areas, while still retaining board responsibility.”
AUDIT AND RISK COMMITTEE
The Company has an Audit and Risk Committee which operates under its own written charter. The members of the Audit and Risk
Committee are currently the same as the Board, except that the Chair of the Audit and Risk Committee is Jen Bunbury who has a
background in financial services and was previously the Chief Financial Officer of another major listed company. Like the Board,
the Audit and Risk Committee is majority independent and comprises solely non-executive Directors of the Company.
The Committee may, in its discretion, invite My Food Bag’s external auditors (currently Ernst & Young), CEO, CFO, Financial
Controller and others, as appropriate, to attend committee meetings. The Committee meets formally at least three times a year,
including in the lead up to the release of half-year and annual results.
NOMINATION AND REMUNERATION COMMITTEE
The Company has a combined Nomination and Remuneration Committee which operates under its own written charter. The members
of the Nomination and Remuneration Committee are currently the same as the Board, and the Chair of this Committee is now Jon
Macdonald, with Mr Macdonald having taken over this role from Tony Carter at the start of FY23. Like the Board, the Nomination and
Remuneration Committee is majority independent and comprises solely non-executive Directors of the Company.
The primary responsibilities of the Nomination and Remuneration Committee include to identify and make recommendations to the
Board in respect of Director nominations (including casual vacancies and composition of Committees), to review and recommend to
the Board appropriate remuneration of non-executive Directors, and to review and approve annually the remuneration strategy for
My Food Bag, including specific responsibilities in relation to the CEO and his direct reports.
Management is only invited to attend meetings of the Nomination and Remuneration Committee at the invitation of the Committee.
The Committee meets formally at least three times a year.
OTHER COMMITTEES
The Board does not consider that it is necessary at this time to establish any other standing committees. However, from time to time
the Board may seek to establish ad hoc or special purpose committees to examine, or have the delegated authority to deal with,
specific issues.
TAKEOVER PROTOCOLS
The Board has established detailed takeover protocols to assist My Food Bag to prepare for, and to respond to, any unsolicited
approaches or proposals it may receive in relation to a takeover. These protocols would help to inform the Board of their roles and
responsibilities with respect to any approach or proposal, assist the Board and its advisers in developing and executing a response
strategy, and act as a basic guide on the process for any takeover offer. These protocols include the option of forming a committee
to investigate and consider the approach or proposal, with that committee to be comprised of Directors who are not interested in
the relevant approach.
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
74
Principle 4 – Reporting and Disclosure
“The board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of corporate
disclosures.”
CONTINUOUS DISCLOSURE
My Food Bag is committed to ensuring that all investors have equal, full and timely access to material information about the
Company that is accurate, balanced, meaningful and consistent.
The Company has established a written Continuous Disclosure Policy which sets out the internal principles and processes designed to
ensure that the Company complies with the continuous disclosure obligations under the Financial Markets Conduct Act 2013 and the
NZX Listing Rules. The Board has adopted this policy and it applies to all members of the Board as well as senior managers, officers,
employees and contractors of, and secondees to, My Food Bag. Directors formally consider at each Board meeting whether there
is material information which should be disclosed to the market to comply with the Company’s continuous disclosure obligations.
The Continuous Disclosure Policy is available to view on the My Food Bag investor website.
CHARTERS AND POLICIES
Information about My Food Bag’s corporate governance framework (including its Code of Ethics, Board and Committee Charters,
Securities Trading Policy and other key governance policies) is available to view on the My Food Bag investor website at
https://investors.myfoodbag.co.nz/investor-centre/.
REPORTING
Financial reporting
My Food Bag publishes its half-year and audited full-year financial statements that are prepared in accordance with the
relevant financial reporting standards. The audited full-year financial statements for FY22 are included in this Annual Report.
The Audit and Risk Committee oversees the quality and integrity of external financial reporting including the accuracy,
completeness and timeliness of financial statements. The Committee is committed to providing balanced, clear and objective
financial reporting. It reviews half-year and annual financial statements and makes recommendations to the Board concerning
accounting policies, areas of judgment, compliance with accounting standards, stock exchange and legal requirements, and
the results of the external audit.
Non-financial reporting
Non-financial information is included throughout this Annual Report, including in relation to My Food Bag’s general environmental
and social sustainability factors and practices. For more information, refer to the Environmental, Social and Governance section of
this Annual Report.
My Food Bag recognises the opportunity to further formalise its sustainability framework and to set a clear set of operational or
non-financial targets which are aligned with My Food Bag’s strategy, values and reputation. As part of this, My Food Bag has begun
preparing for the new mandatory climate-related disclosure regime that will be introduced from FY24. The business is also aiming to
release its first standalone sustainability report during FY23.
Principle 5 – Remuneration
“The remuneration of directors and executives should be transparent, fair and reasonable.”
DIRECTORS’ REMUNERATION
Shareholders fix the total remuneration available for Directors. The current director fee pool limit is $600,000 per annum, which was
approved by the shareholders on 14 January 2021 and is to be divided among the non-executive Directors as they see fit. Directors
are 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 the Company’s business. No additional fees are paid
to any Director for their role on any Board Committee.
Corporate Governance Statement (continued)
OTHER INFORMATION
75
The current Directors do not receive any performance- or equity-based remuneration. This reflects the differences in the role of the
Directors, which is to provide oversight and strategic direction, and the role of management, which is to operate the business and
execute My Food Bag’s strategy.
Under NZX Listing Rule 2.11.3, if the total number of Directors subsequently increases, the Directors are permitted (without
seeking shareholder approval) to increase the total remuneration by the amount necessary to enable the Company to pay the
additional Director or Directors remuneration not exceeding the average amount then being paid to the existing Directors (other
than the Chair).
The actual remuneration of Directors of the Company in respect of FY22 is included in the Other Disclosures section of the
Annual Report.
REMUNERATION POLICY
The Nomination and Remuneration Committee is responsible for reviewing and recommending to the Board appropriate
remuneration for the non-executive Directors. Where appropriate, the Board will consider advice of independent remuneration
consultants when setting remuneration levels and other relevant factors when recommending Directors’ fees to shareholders.
The Board will not be seeking any increase in the current fee pool limit of $600,000 at the upcoming annual meeting.
My Food Bag has a separate remuneration policy that provides a framework for setting and reviewing remuneration arrangements
for the officers of My Food Bag. This policy is administered by the Nomination and Remuneration Committee. The Committee may
seek external advice on remuneration matters as it deems appropriate and will make recommendations to the Board in regard to the
CEO’s contractual arrangements, including remuneration. The Committee may also endorse the CEO’s recommendations on the total
remuneration packages for his direct reports and the Company generally.
When setting remuneration, My Food Bag has regard to market remuneration, taking into account the complexity of the business
itself, and also carefully considers the scale and complexity of the role and its performance requirements and expectations.
During FY22, My Food Bag engaged a third party to assist it with an end-to-end review of its employee remuneration framework,
including a benchmarking exercise for different roles within the organisation (by reference to the New Zealand private sector).
The outcome of that review will be reflected in the next financial year, including by establishing the new incentive schemes
discussed below.
In respect of FY22, the remuneration of the CEO and other members of the Senior Leadership Team included a mix of fixed and
variable components, summarised as follows:
• Fixed remuneration – this included the relevant employee’s base salary and any direct cash or non-cash benefits
(e.g. KiwiSaver contributions and other fringe benefits such as discounted My Food Bag meal kits and car parking).
• Other variable remuneration – some members of the Senior Leadership Team were eligible to participate in a short-term
incentive plan (STI), a recurring plan which rewards achievement against prescribed performance measures. Eligibility was
determined by the Board and the CEO. Each participating employee’s STI was valued at 20% of their base salary (or 15% for
invitees that are not part of the Senior Leadership Team), with a payout range of up to 150% in circumstances of outperformance
against the agreed targets. The performance measures were based 60% on overall company performance and 40% on the
individual’s performance against agreed objectives. Subject to individual performance, which was measured on an individual-
by-individual basis, the STI which operated in respect of FY21 was paid out at the start of FY22 to eligible employees. However,
no STI will be paid in respect of FY22 (including any individual performance component) as a consequence of My Food Bag’s
EBITDA in respect of FY22 not exceeding the PFI by an amount that would effectively “self-fund” the STI.
The STI that will operate in respect of FY23 is being modified, with a focus going forward solely on company performance
(based 40% on a revenue target and 60% on an EBITDA target) rather than an individual performance component. The CEO
will be invited to participate in this STI.
A breakdown of employees of My Food Bag, not being Directors of the Company, who received remuneration and other benefits in
their capacity as employees that exceeded $100,000 during FY22 is included in the Other Disclosures section of this Annual Report.
The remuneration arrangements in relation to the CEO, Kevin Bowler, are also included in that section of the Annual Report for
the purposes of Recommendation 5.3 of the NZX Code. For clarity, Mr Bowler was not eligible to participate in My Food Bag’s
STI for FY22.
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
76
Corporate Governance Statement (continued)
SENIOR EXECUTIVE INCENTIVE SCHEME
My Food Bag established a senior executive incentive scheme in connection with the IPO and in respect of which the Board invited
the CEO and CFO to participate. The performance hurdles attached to this scheme were not achieved, and as a result neither the
CEO nor CFO became entitled to subscribe for new shares in My Food Bag. This scheme is now at an end and no new grants will be
made under it.
MY FOOD BAG’S LONG TERM INCENTIVE PLAN
As contemplated in last year’s annual report, the Board has established a new long term incentive plan (LTI) which will operate for
the first time in FY23. This LTI will operate as a performance share rights scheme, which is a common incentive structure used by a
number of issuers in New Zealand. The purpose of the LTI is threefold: (1) to assist in the reward and retention of eligible employees;
(2) to drive longer-term business performance; and (3) to align the interests of eligible employees with the interests of shareholders.
The employees invited to participate in the LTI will include the members of the Senior Leadership Team, as well as certain other senior
employees of the business based on job grading. The performance rights issued to eligible employees in the LTI will be capable of
vesting based on a retention condition and the achievement of performance hurdles set by the Board. If and to the extent that such
performance rights vest, the eligible employee will be entitled to exercise those rights to subscribe for (or be transferred) shares in
My Food Bag.
It is expected that the first tranche of performance rights under the LTI will be issued to eligible employees shortly after My Food Bag
releases its FY22 results, with the conditions attaching to those performance rights generally comprising retention over the vesting
period of two years and (as to 50% of the performance rights issued to each eligible employee) the achievement of a performance
hurdle measured by reference to My Food Bag’s relative total shareholder returns over that vesting period. The value of these initial
grants is expected to be between 20% and 30% of base salary, depending on the job grading of the eligible employee. The Board
has indicated that for future grants under the LTI, if any, the vesting period would be increased to 3 years as the scheme becomes
more established.
The grant made to the CEO, Mr Bowler, under the LTI is expected to be slightly more bespoke and is still being finalised with the
Board. Further details about that grant will be announced to the market at the time that the first tranche of performance rights are
issued (including as part of an updated D&O disclosure notice), and will also be detailed in the CEO remuneration section of next
year’s Annual Report.
MY FOOD BAG’S EMPLOYEE SHARE OWNERSHIP SCHEME
In the course of the review of My Food Bag’s remuneration framework, the Board identified an opportunity to establish a more
inclusive employee share ownership scheme (ESOS) targeted at all permanent employees (other than those participating in the
LTI) working at least 30 hours per week. The purpose of the ESOS is to assist My Food Bag to reward and retain employees, and
empower employees to act like owners of the business. The ESOS will operate in a similar manner to the LTI, except that the condition
that attaches to the share rights granted under the ESOS will solely comprise retention over the vesting period.
It is expected that the first tranche of share rights under the ESOS will be issued to eligible employees shortly after My Food Bag
releases its FY22 results. The value of each grant is expected to be $3,000.
Principle 6 – Risk Management
“Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The board should
regularly verify that the issuer has appropriate processes that identify and manage potential and material risks.”
RISK MANAGEMENT FRAMEWORK
My Food Bag is committed to the process of identifying and mitigating material risks and has systems, policies and procedures in
place to manage risks and to protect My Food Bag and its employees, customers, shareholders and other stakeholders. While no risk
management system can ever be infallible, the overriding objective at My Food Bag is to make sure that at all times material risks are
appropriately identified and managed within acceptable levels.
The Board is ultimately responsible for endorsing My Food Bag’s risk management framework and policies, monitoring compliance,
reviewing risk registers, considering advice and recommendations made by the Audit and Risk Committee and, where appropriate,
responding to serious risk incidents.
OTHER INFORMATION
77
The CEO and other members of the Senior Leadership Team are required to review, approve and take ownership of the day-to-day
management and operation of My Food Bag’s risk management framework and associated policies and procedures. This includes
identifying new risks within each senior employee’s area of responsibility, allocating “risk owners” to each risk, maintaining a risk
register, undertaking periodic risk assessments and preparing appropriate risk mitigation plans or controls. This risk management
framework is embedded into My Food Bag’s processes, including the annual planning and budgeting processes, project
management, procurement and reporting.
As a general rule, different risks will have different risk treatments depending on the severity and nature of the risk – these risk
treatments include avoidance, mitigation, acceptance and transfer (e.g. through insurance or contract).
The Board is provided with updates from the Senior Leadership Team at least every quarter, including an update on any new risks
identified, the status of any risk incidents that have occurred (or are heightened or emerging) and the adequacy of any action plans
and controls. More generally, risk owners report any risk incidents that have occurred (or are heightened) (including new risks that
have emerged) to the Senior Leadership Team as soon as practicable so that they can consider how best to manage
or control that risk. If the matter escalated is material, it will be promptly reported to the Board. At the same time, the CFO and
the Board will consider whether any disclosure is required to the market under the Company’s continuous disclosure obligations.
PRINCIPAL BUSINESS RISKS AND KEY STRATEGIES TO MITIGATE
My Food Bag is currently focused on nine principal business risks across its business (not including health and safety risks which
My Food Bag has an ongoing focus on). These risks are dynamic and in the future the importance or extent of each risk may change,
or new risks and uncertainties may materialise, owing to changes in economic or environmental conditions, the regulatory
environment and other factors (e.g. COVID-19). For the purposes of this Annual Report and Recommendation 6.1 of the NZX Code,
a high-level description of these principal business risks is provided below.
1
AreaDescription of riskKey strategies to mitigate
Food safety Customers could become unwell as a result
of eating our products (e.g. where products
contain foreign objects or harmful bacteria).
We may have to withdraw products. Our
reputation could be impacted and we may
face other regulatory consequences.
We have strict and thorough procedures in place
for food handling and safety. These include inward
checks of ingredients, monitoring cold chain settings,
removal of damaged products, maintenance of
incident registers and quality control standards, and
checks of products prepared by third parties.
We also continually monitor customer feedback
and have strict supplier standards, including
an “Approved Supplier Programme”. Regular
food safety audits are undertaken to ensure our
procedures meet recommended standards.
IT and data security Access to our IT systems could be impacted
(e.g. by a cyber-attack) and we may be unable
to communicate with our customers or suppliers
effectively. This could impact our ability to
accept orders or fulfil our commitments.
We have systems and processes in place to lessen
the likelihood that our business would be subject
to or affected by a cyber-attack. This includes
compliance with high standards of data protection
and frequent identification and reporting on any
weaknesses or issues in our existing system. To this
end, a review of My Food Bag’s response readiness
to a cyber-attack was undertaken in FY22, and a
number of business continuity plans were tested,
updated and refined in response to that review.
We have also implemented alternative
communication channels for our customers, have
good relationships with our suppliers, have back-up
systems in place to ensure data and business
continuity is maintained and do not hold any
customer credit card details.
1. Certain financial risks are separately disclosed in the audited FY22 financial statements included in this Annual Report.
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
78
AreaDescription of riskKey strategies to mitigate
Product assemblyProduct assembly could be disrupted by
an event (e.g. fire, power outage or lack of
availability of temporary labour). This could
result in us being late or unable to deliver
to customers, which could lead to refunds,
credits or cancelled subscriptions.
We operate decentralised assembly centres with
robust systems and procedures in place to prevent
serious disruption. This includes a secondary
assembly site in Auckland, providing an ability to
move and restart a proportion of our operations.
Assembly centres have heat and smoke detection
systems to identify fires before they spread. Windsock
and ammonia alarms are included at assembly
centres that utilise ammonia as a refrigerant.
We also maintain relationships with a range of
temporary labour suppliers to mitigate risks of
temporary labour shortages or cost pressure.
DistributionOur distribution network could be interrupted
(e.g. by weather or road closures). This could
result in us being late or unable to deliver to
customers, which could lead to refunds, credits
or cancelled subscriptions. Products could also
be stolen or damaged.
We use a reliable third-party distributor, NZ Post,
with an extensive distribution network. We also have
alternative transport providers available to us at
short notice for all main centres. Appropriate driver
training and insurance is arranged.
We prepare ‘buffer bags’ each week to cover
damaged or lost orders, and we have alternative
sales channels in place that we can utilise.
COVID-19 Product assembly could be disrupted by
a number of workers testing positive for
COVID-19 or being “close contacts” and
required to isolate for a period. This could
result in us being late or unable to deliver to
customers, which could lead to refunds, credits
or cancelled subscriptions.
We are designated as an “essential service”
enabling us to continue operating at different
government Alert Levels. We also operate
decentralised assembly centres (reducing risk
of widespread disruption) and have specific site
requirements (including protective equipment, social
distancing, shift separation and temperature checks).
In response to the most recent Omicron outbreak, we
have obtained a stock of Rapid Antigen Tests (RATs)
which are available to all staff to utilise to indicate
whether they are positive for COVID-19 and, if not,
facilitate their physical return to work as soon as
possible. Our office staff are encouraged to work
remotely while Auckland is in the red traffic light
setting in response to the current outbreak.
Competition Customers may switch to existing competitors,
including in response to discounting or
other promotions or inflationary pressure on
spending, or a new competitor may enter the
market and seek to gain market share.
My Food Bag already operates in this competitive
industry as a long-standing meal-kit provider.
We have high levels of brand advocacy, a diverse
product range, and experience in adapting our
strategy in response to the actions of competitors
and changes in consumer spending.
We continue to develop new products in response
to customer preferences and continue to improve
customer experience.
Corporate Governance Statement (continued)
OTHER INFORMATION
79
AreaDescription of riskKey strategies to mitigate
IngredientsAn ingredient could become unavailable (e.g.
due to inclement weather) or more expensive,
impacting our ability to satisfy customer needs.
We retain an ability to substitute ingredients, change
upcoming menus or seek to pass on sustained price
increases to customers. We communicate any changes
clearly and appropriately with our customers.
InflationInflation could impact the cost of ingredients
and put pressure on My Food Bag’s margins.
Higher costs of living could put financial
pressure on customers, and they may be less
able to absorb price increases or may trade
down to cheaper substitutes (within My Food
Bag’s brands or otherwise).
As noted above, we retain some ability to preserve
margins by substituting ingredients, changing
upcoming menus or seeking to pass on sustained price
increases to customers.
In response to an inflationary environment, we
carefully position our brands and messaging, and we
continue to innovate, to appeal to our customers and
recognise and adapt to any change in consumption
behaviour. We use marketing campaigns, including
promotions and loyalty programmes, to drive
frequency and favourable brand mix.
Brand and marketing A brand ambassador or promoter could be
brought under public scrutiny and bring into
question the integrity of our brand and cause
a loss of goodwill and customer trust.
We have a long association with our brand
ambassadors and go through a careful process
when selecting new brand ambassadors.
We also monitor content and follow up rapidly if
any inappropriate or offensive content is identified.
HEALTH AND SAFETY
My Food Bag is very conscious of the importance of health and safety. The business adopts a systematic approach to the
management of health and safety risks and has comprehensive health and safety documentation in place. Detailed health
and safety policies, standards and procedures are implemented alongside hazard and risk management processes, including
an incident notification and management system. The business encourages active involvement by Directors, management,
employees and contractors to participate in improving health and safety within the organisation.
The business focuses internally on critical risks, with a strong emphasis on managing risks. For example, My Food Bag manages
the risk of operating moving equipment inside assembly centres safely through the use of an InfoLink forklift tracking system and by
distancing equipment like forklifts from workers, while also adopting strict traffic management and separation procedures. Each site
operates a Health and Safety Committee, which meets monthly and the Senior Leadership Team and Board are active participants
in site safety audits.
In response to COVID-19, My Food Bag designed and implemented a COVID-19 Prevention and Control Protocol, which outlines
the actions the business takes to prevent and control the transmission of COVID-19 throughout all the New Zealand Government’s
different COVID-19 settings.
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
80
Principle 7 – Auditors
“The board should ensure the quality and independence of the external audit process.”
AUDIT
My Food Bag is committed to maintaining auditor independence, consistent with best-practice governance and regulatory
requirements. The Company has adopted an Auditor Independence Policy that is administered by the Audit and Risk Committee.
The objective of this policy is to ensure that My Food Bag’s auditors carry out their functions independently and without impairment,
safeguarding the reliability and credibility of My Food Bag’s external financial reporting. The policy addresses Recommendation
7.1 of the NZX Code and includes the criteria for approval of an external audit firm, the monitoring of audit impendence, the
audit rotation requirements, the circumstances where it may be appropriate for an auditor to provide non-audit services and the
responsibilities of My Food Bag (including in relation to the monitoring of audit performance, value and fees).
Ernst & Young, as auditor of the FY22 financial statements, will be invited to attend this year’s annual shareholders’ meeting and will
be available to answer questions about the conduct of the audit, preparation and content of the auditor’s report, accounting policies
adopted by My Food Bag and the independence of the auditor in relation to the conduct of the audit.
While My Food Bag does not have a dedicated internal audit function, it has, in addition to the external audit process, an internal
framework through which it seeks to review, evaluate and continually improve risk management and internal control processes.
Where appropriate, more specific audits are carried out by My Food Bag using external providers or regulators.
Principle 8 – Shareholder rights and relations
“The board should respect the rights of shareholders and foster constructive relationships with shareholders that encourage them
to engage with the issuer.”
SHAREHOLDER INFORMATION
My Food Bag maintains an investor that contains a comprehensive set of investor-related material and data, including market
disclosures and media releases, annual reports, share-price and dividend information, shareholder meeting materials and all My
Food Bag’s important governance charters and policies.
SHAREHOLDER COMMUNICATION
Shareholders have the option of receiving their communications electronically, including by email, and are actively encouraged to take
up this option. My Food Bag is committed to open dialogue with shareholders and welcomes investor enquiries. Following each results
announcement, My Food Bag holds an investor call to present the results and to allow investors to ask questions.
RIGHT TO VOTE ON MAJOR DECISIONS
In accordance with the Companies Act 1993, the Company’s constitution and NZX Listing Rules, the Company refers any significant
matters to shareholders for approval at the annual shareholders’ meeting, and shareholders are given the opportunity to vote
by proxy ahead of the meeting or by polling if attending the meeting in person or virtually. If a significant transaction or decision
requiring shareholder approval were to arise outside the period of the annual shareholders’ meeting, a special meeting of the
shareholders would be called by the Board to allow shareholders to consider and vote on that matter.
NOTICE OF ANNUAL SHAREHOLDERS’ MEETINGS
The annual meeting of shareholders is held at a convenient time and location and this year is anticipated to be run as a hybrid
meeting (being a combination of the physical meeting as well as a virtual online meeting) or as a virtual-only meeting. This is due
to the uncertainties around COVID-19 and given the desire to maximise participation. The annual shareholders’ meeting is expected
to be held on 19 August 2022. The Notice of Meeting will be circulated at least 20 working days before the meeting and will also
be posted on the My Food Bag investor website.
Corporate Governance Statement (continued)
OTHER INFORMATION
81
STOCK EXCHANGE LISTINGS
The Company’s ordinary shares are listed and quoted on the NZX Main Board and the ASX under the company code ‘MFB’.
The Company’s listing on the ASX is as a Foreign Exempt Listing. This category of listing on the ASX is based on a principle
of substituted compliance recognising that, for secondary listings, the primary regulatory role and oversight rests with the home
exchange and the supervisory regulator in that jurisdiction. Therefore, the Company must comply with the NZX Listing Rules,
but is exempt from almost all the ASX Listing Rules. For the purpose of ASX Listing Rule 1.15.3, the Company confirms that it
continues to comply with the NZX Listing Rules.
PRINCIPAL ACTIVITIES
My Food Bag’s principal activity remains the commercial operation of a meal-kit business. There has been no material change
in the nature of My Food Bag’s business, or the classes of business in which the Company has an interest, during FY22.
MY FOOD BAG DIRECTORS
The Directors of the Company holding office as at 31 March 2022 are noted below. No Director ceased to hold office as a
Director of the Company during FY22.
NameDate of appointmentIndependence
Chris Marshall6 October 2016Non-independent
Jon Macdonald14 January 2021Independent
Sarah Hindle14 January 2021Independent
Tony Carter (Chairperson)14 January 2021Independent
Jen Bunbury14 January 2021Independent
The current Directors of the Company’s only subsidiary, My Food Bag Limited, are Kevin Bowler (CEO) and Mark Winter (CFO).
Mr Bowler and Mr Winter were appointed on 14 January 2021.
DISCLOSURE OF DIRECTORS’ INTERESTS
The Company maintains an Interests Register in which particulars of relevant transactions and matters involving the Directors are
entered. Details of the interests entered during FY22 are recorded below.
General disclosures
The following are particulars of general disclosures of interest made during FY22 by Directors of the Company (or its subsidiary)
holding office as at 31 March 2022, pursuant to section 140(2) of the Companies Act 1993. Each Director will be regarded as
interested in all transactions between My Food Bag and their disclosed companies, trusts or persons (or their subsidiaries).
DirectorGeneral disclosure
Tony CarterSkin Institute Holding Company Limited (director)
The Interiors Group Holdco Limited (director)
Royal Auckland and Grange Golf Club (captain)
Mr Carter also gave the Company notice that he ceased to be a director of ANZ Bank
New Zealand Limited on 28 August 2021.
Jon Macdonald also gave the Company notice that he ceased to be a director of NZX Limited on 8 April 2021.
There were no specific disclosures made by Directors of the Company or its subsidiary during FY22 of any interests in transactions
entered into by the Company or its subsidiary.
Other Disclosures
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
82
Use of Company information
There were no notices from Directors of the Company or its subsidiary requesting to disclose, use or act on My Food Bag’s
information received in their capacity as Directors.
Indemnity and insurance
The Company has granted indemnities in favour of each of its Directors (and the Directors of its subsidiary) as permitted by the
Companies Act 1993 and the Financial Markets Conduct Act 2013. The Company also maintains Directors’ and Officers’ liability
insurance for all Directors and officers of the Company and its related companies. In addition, the Company effected public offering
of securities insurance in relation to the Company’s IPO in 2021.
Directors holding of securities
Directors are encouraged (but not required) to hold shares in the Company in order to more strongly align their interests with the
interests of shareholders. Details of the ordinary shares of the Company in which each Director has a relevant interest (as defined
in the Financial Markets Conduct Act 2013) as at 31 March 2022 are set out below:
DirectorNature of relevant interestShares
Tony Carter20% or more interest in Loughborough Investments Limited, resulting
in Tony being deemed to have the same relevant interest in the shares
as Loughborough Investments Limited. 100,000 of these ordinary shares
are held by FNZ Custodians Limited as custodian for Loughborough
Investments Limited.
154,054
Jon MacdonaldRegistered holder and beneficial owner100,000
Sarah HindleRegistered holder and beneficial owner10,811
Chris Marshall20% or more interest in Waterman Capital (Fund 3) Limited, resulting
in Chris being deemed to have the same relevant interests in the shares
as Waterman Fund 3 LP and Waterman Capital (Fund 3) Limited.
38,165,965
20% or more interest in CMC Limited, resulting in Chris being deemed
to have the same relevant interest in the shares as CMC Limited.
262,122
Jen BunburyRegistered holder as trustee of the Jennifer L Bunbury Trust26,216
Securities dealings of Directors
For the purposes of section 148(2) of the Companies Act 1993, Directors disclosed the following acquisitions or disposals of relevant
interests (of the nature described in the previous table) in the Company’s ordinary shares during FY22. No shares were acquired or
disposed of by a Director during any “blackout” period of trading prescribed by the Company’s Securities Trading Policy.
DirectorDate Nature of transactionConsideration (NZ$)Shares
Tony Carter24 May 2021Acquisition$27,20020,000
5 July 2021Acquisition$26,40020,000
24 Nov 2021Acquisition$24,80020,000
Jon Macdonald24 May 2021Acquisition$14,40010,000
22 Nov 2021Acquisition $25,00020,000
23 Nov 2021Acquisition $7,4335,946
Chris Marshall24 Jan 2022Acquisition $89,93979,592
25 Jan 2022Acquisition$82,07373, 476
Jen Bunbury24 May 2021Acquisition $13,60010,000
Other Disclosures (continued)
OTHER INFORMATION
83
REMUNERATION
Employee remuneration
All employees of My Food Bag are employed by My Food Bag Limited. The number of employees and former employees of
My Food Bag Limited, not being Directors of the Company, who, in their capacity as employees, received remuneration and
other benefits, the value of which was or exceeded $100,000, during FY21 is set out in the table of remuneration bands below.
Remuneration (NZ$) Number of employees
$100,000 to $109,9993
$110,000 to $119,9991
$120,000 to $129,9993
$130,000 to $139,9994
$140,000 to $149,9991
$150,000 to $159,9993
$160,000 to $169,9992
$170,000 to $179,9991
$190,000 to $199,9991
$200,000 to $209,9991
$210,000 to $219,9991
$230,000 to $239,9992
$240,000 to $249,9991
$360,000 to $369,9991
$380,000 to $389,9991
$550,000 to $559,9991
The remuneration figures include all monetary amounts actually paid to employees and former employees during FY22, including:
base salaries; short-term incentives (if any) paid in FY22 (relating to FY21); and if the employee is a KiwiSaver member, contributions
of 3% of gross earnings towards that employee’s KiwiSaver scheme. The figures do not include amounts paid after 31 March 2022
relating to FY22; and fringe benefits provided to employees such as product concessions or car parking.
Directors’ remuneration and other benefits
The total remuneration and value of other benefits received by each Director in respect of FY22 is set out below. All of this
remuneration reflects the fees paid to each individual in the ordinary course for services provided in their capacity as a director
of the Company.
Director
Total remuneration and value of other
benefits received in respect of FY22
1
Chris Marshall$65,000
Jon Macdonald$85,000
Sarah Hindle$65,000
Tony Carter$140,000
Jen Bunbury$65,000
1. Directors’ fees are gross amounts in NZD and exclude GST (where applicable) and are rounded to the nearest dollar.
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
84
Other Disclosures (continued)
Shareholders fix the total remuneration available for Directors. The current Director fee pool limit is $600,000 per annum,
which was approved by the shareholders on 14 January 2021 and is to be divided among the non-executive Directors as they
see fit. The current Directors do not receive any performance or equity-based remuneration. No additional fees are paid to any
Director for their role on any Board committee.
Directors are entitled to be reimbursed for all reasonable travel, accommodation and other expenses incurred by them in connection
with their attendance at meetings, or otherwise in connection with the Company’s business.
The Company has granted indemnities, as permitted by law, in favour of each of its Directors. The Company also maintains insurance
for its Directors and officers.
No employee of My Food Bag who is appointed as an executive director of the Company’s subsidiary, My Food Bag Limited,
receives or retains any remuneration or other similar benefits in their capacity as a Director, except for the benefit of indemnification
and insurance referenced above.
CEO REMUNERATION
The remuneration and other benefits paid to the Chief Executive Officer (CEO) of My Food Bag, Kevin Bowler, during FY22
is set out in the table below. For clarity, Mr Bowler was not eligible to participate in the Company’s Short Term Incentive plan (STI)
in respect of FY22.
RemunerationFY22 (NZ$)FY21 (NZ$)
3
Base salary
1
$540,000$509,500
Other benefits
2
$16,200$15,285
As noted in the FY21 Annual Report, Mr Bowler (together with the CFO, Mark Winter) was invited to participate in a Senior
Executive Incentive Scheme, a one-off share rights scheme established in connection with the IPO and linked to certain performance
hurdles related to the PFI. These performance hurdles were not achieved and neither Mr Bowler nor Mr Winter became entitled to
any shares under the scheme.
Going forward, Mr Bowler will be eligible to participate in the Company’s STI plan and new long term incentive plan, both of which
are discussed in further detail in the Corporate Governance section of this Annual Report.
1. Base salary is not at risk.
2. Includes a contribution of 3% of gross earnings towards Mr Bowler’s KiwiSaver scheme.
3. As noted in the FY21 Annual Report, under the Company’s Senior Executive Share Ownership Scheme (which no longer operates following the Company’s listing) Mr Bowler also received
options that vested and were exercised during FY21, entitling Mr Bowler to be issued 4,437,400 shares in the Company. Mr Bowler continues to hold 1,109,350 of these shares in the
Company, and these shares are subject to an escrow arrangement which generally continues until the first business day after the Company announces its FY22 results. This means that this
escrow arrangement will expire shortly after this Annual Report is released to the market.
OTHER INFORMATION
85
SHAREHOLDER INFORMATION
The shareholder information in this section of the disclosures has been taken from the Company’s registers.
Twenty largest shareholders (as at 19 April 2022)
Shareholder
1
Number of ordinary shares% of ordinary shares
Waterman Fund 3 LP 33,421,936 13.79
National Nominees New Zealand Limited 20,760,421 8.56
Custodial Services Limited 14,131,859 5.83
TEA Custodians Limited 13,689,259 5.65
FNZ Custodians Limited 13,198,727 5.44
Citibank Nominees (NZ) Ltd 12,318,310 5.08
Accident Compensation Corporation 11,903,853 4.91
New Zealand Permanent Trustees Limited 8,048,994 3.32
Cecilia Charlotte L Robinson, James Charles Robinson and
Heimsath Alexander Trustee Ltd 7,430,258 3.06
Theresa Elizabeth Gattung and Philippa Mary Greenwood 6,825,158 2.82
HSBC Nominees (New Zealand) Limited 5,373,387 2.22
Waterman Fund 3 LP <Non-resident A/C> 4,744,029 1.96
BNP Paribas Nominees NZ Limited 4,575,008 1.89
Cogent Nominees (NZ) Limited 4,510,898 1.86
JP Morgan Chase Bank 4,495,252 1.85
Carlos Edward James Bagrie, Covisory Trust Limited and
JKA Holdings Limited 3,775,639 1.56
New Zealand Depository Nominee 3,502,614 1.44
JB Were (NZ) Nominees Limited 3,171,249 1.31
Premier Nominees Limited 3,002,703 1.24
New Zealand Superannuation Fund Nominees Limited 2,315,036 0.95
Total181,194,59074 . 74
Distribution of shareholders and shareholdings
As at 19 April 2022, the total number of voting securities of the Company was 242,437,524 fully paid ordinary shares, each
conferring on the registered holder the right to one vote on a poll at a meeting of shareholders. The distribution of these shareholders
and their shareholding at that date is shown below.
Size of holdingNumber of holders% of holders
Number of
ordinary shares% of ordinary shares
1 – 1,0002,82445.731,493,0620.62
1,001 – 5,0002,09533.925,440,5112.24
5,001 – 10,0006 019. 734,604,7771.90
10,001 – 100,0005789.3616,793,5536.93
100,001 and over781.26214,105,62188.31
Total6 ,176100.00242,437,524100.00
1. New Zealand Central Securities Depository Limited (NZCSD) provides a custodial depository service which allows electronic trading of securities to its members. For the purpose of this
table, shares in the Company held by NZCSD have been allocated to the applicable members. For reference, as at [●] 2022, the total holding through NZCSD was 96,693,981 ordinary
shares or 39.88% of shares on issue.
Other Disclosures (continued)
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
86
Substantial product holders
According to notices given to the Company under the Financial Markets Conduct Act 2013, the following persons were substantial
product holders of the Company as at 31 March 2022. There were 242,437,524 ordinary shares in the Company at that date.
Substantial product holder
Number of ordinary shares in
which relevant interest is held
% of shares held at
date of noticeDate of notice
Waterman Fund 3 LP
1
38,165,96515.743%5 March 2021
My Food Bag Group Limited
2
60,084,68424.784%5 March 2021
Investment Services Group Limited18,732,7567.727%8 June 2021
Milford Asset Management Limited21,303,3278.796%12 Nov 2021
Harbour Asset Management Limited
and Jarden Securities Limited38,289,76415.794%30 March 2022
EXERCISE OF NZX DISCIPLINARY POWERS
Neither NZX or ASX took any disciplinary action against the Company during FY22. In particular, there was no exercise
of powers by NZX under NZX Listing Rule 9.9.3 (relating to powers to cancel, suspend or censure an issuer) with respect
to the Company.
NZX WAIVERS
No waivers were granted by NZX or relied on by the Company during FY22.
AUDITOR’S FEES
My Food Bag’s external auditor is Ernst & Young (EY). Total fees payable by My Food Bag to EY in its capacity as auditor in respect
of FY22 is $120,000. No other professional services were provided by EY during FY22.
CREDIT RATING
My Food Bag does not have a credit rating.
DONATIONS
During FY22 My Food Bag made a one-off cash donation of $20,000 to The National Heart Foundation of New Zealand.
My Food Bag also partners closely with the Garden to Table charity, and donated $11,735 to this charity in FY22 and collected
(and passed through) donations of $43,019 from customers. In addition, and as discussed in further detail elsewhere in this Annual
Report, My Food Bag regularly donates food to a number of worthwhile New Zealand charities.
1. Waterman Fund 3 LP (Waterman) (among other existing shareholders participating in the IPO) is subject to a restricted security agreement dated 10 February 2021 (Restricted Security
Agreement) with the Company in respect of all shares held by it prior to the initial public offering of shares in the Company (the Offer) which it continued to hold upon completion of the
Offer (the Waterman Escrowed Shares). Waterman has agreed not to sell or otherwise dispose of or do or omit to do anything which could have the effect of transferring effective
ownership or control of any Waterman Escrowed Shares until the first business day after the Company’s results announcement has been released to the market in respect of FY22 except in
accordance with limited exceptions set out in the Restricted Security Agreement. This means that this escrow arrangement will expire shortly after this Annual Report is released to the market.
2. The Company is a substantial product holder on the basis that it has the power to control the acquisition and disposition of all of the shares that are escrowed under the Restricted Security
Agreement, being 60,084,684 ordinary shares. The Company will cease to be a substantial product holder after the escrow period referred to in footnote 1 expires, which will occur shortly
after this Annual Report is released to the market.
87
DIRECTORY
Directory
BOARD OF DIRECTORS
Tony Carter (Chair)
Jen Bunbury
Jon Macdonald
Sarah Hindle
Chris Marshall
SENIOR LEADERSHIP TEAM
Kevin Bowler
Chief Executive Officer
Mark Winter
Chief Financial Officer
Paul Kelly
Chief Supply Chain Officer
Jo Mitchell
Chief Customer Officer
Craig Jordan
Chief Digital Officer
Cassie Ormand
Head of People & Culture
Polly Brodie
Head of Development Kitchen
Trish Whitwell
Head of Innovation
REGISTERED OFFICE
Level 3, 56 Parnell Road
Parnell
Auckland 1052
New Zealand
Ph: 0800 469 366
Website: www.myfoodbag.co.nz
For enquiries about My Food Bag’s operating
and financial performance, contact investor relations:
Ph: +64 9 8869840
Email: ir@myfoodbag.co.nz
AUDITOR
Ernst & Young, Auckland
SOLICITORS
Chapman Tripp
Russell McVeagh
BANKERS
ASB Bank
SHARE REGISTRY
My Food Bag’s share register is maintained by Link Market
Services Limited. Link is your first point of contact for any
queries regarding your investment in My Food Bag.
You can view your investment, indicate your preference for
electronic communications, access and update your details
and view information relating to dividends and transaction
history at any time by visiting the Link Investor Centre at
investorcentre.linkmarketservices.co.nz (for New Zealand
shareholders) and investorcentre.linkmarketservices.com.au
(for Australian shareholders).
NEW ZEALAND REGISTRY
Link Market Services Limited
Level 11 Deloitte Centre
80 Queen Street
Auckland 1010
New Zealand
Ph: +64 9 375 5998
Email: myfoodbag@linkmarketservices.co.nz
www.linkmarketservices.co.nz
AUSTRALIAN REGISTRY
Link Market Services Limited
Level 12, 680 George Street
Sydney NSW 2000
Australia
Ph: +61 1300 554 474
Email: myfoodbag@linkmarketservices.co.nz
www.linkmarketservices.com.au
My Food Bag Group Limited
NZCN 6113607
ARBN 646 807 301
Key Dates
Half year results – November 2022
FY23 balance date – 31 March 2023
Annual shareholders’ meeting – 19 August 2022
Half year end – 30 September 2022
MY FOOD BAG GROUP LIMITED ANNUAL REPORT 2022
88
Notes
myfoodbag.co.nz
---
Results Announcement
Results for announcement to the market
Name of issuer My Food Bag Group Limited (MFB)
Reporting Period 12 months to 31 March 2022
Previous Reporting Period 12 months to 31 March 2021
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$193,954 1.70%
Total Revenue $193,954 1.70%
Net profit/(loss) from
continuing operations
$20,007 719.29%
Total net profit/(loss) $20,007 719.29%
Interim/Final Dividend
Amount per Quoted Equity
Security
$0.04000000
Imputed amount per Quoted
Equity Security
$0.01555556
Record Date 1 June 2022
Dividend Payment Date 16 June 2022
Current period Prior comparable period
Net tangible assets per Quoted
Equity Security
-$0.0742 -$0.1264
A brief explanation of any of
the figures above necessary to
enable the figures to be
understood
Refer to accompanying audited financial statements.
Please note that the net tangible assets for the prior comparable
period has changed from last year's results announcement form to
take into account the change in accounting policy applying to
software as a service (SaaS) arrangements.
Authority for this announcement
Name of personauthorised to
make this announcement
Mark Winter, Chief Financial Officer
Contact person for this
announcement
Mark Winter, Chief Financial Officer
Contact phone number +64 9 886 9840
Contact email address ir@myfoodbag.co.nz
Date of release through MAP20 May 2022
Audited financial statements accompany this announcement.
---
Distribution Notice
Section 1: Issuer information
Name of issuer My Food Bag Group Limited
Financial product name/description Ordinary shares
NZX ticker code MFB
ISIN (If unknown, check on NZX website) NZMFBE0004S1
Type of distribution
(Please mark with an X in the
relevant box/es)
Full Year X Quarterly
Half Year Special
DRP applies No
Record date 1 June 2022
Ex-Date (one business day before the Record Date) 31 May 2022
Payment date 16 June 2022
Total monies associated with the distribution $9,697,500.96
(242,437,524 shares at $0.04 per share)
Source of distribution (for example, retained
earnings)
Retained earnings
Currency NZD
Section 2: Distribution amounts per financial product
Gross distribution
1
$0.05555556
Gross taxable amount
2
$0.05555556
Total cash distribution
3
$0.04000000
Excluded amount (applicable to listed PIEs) N/A (not a listed PIE)
Supplementary distribution amount $0.00705882
Section 3: Imputation credits and Resident Withholding Tax
4
Is the distribution imputed Fully imputed
If fully or partially imputed, please state imputation
rate as % applied
5
28%
Imputation tax credits per financial product $0.01555556
Resident Withholding Tax per financial product $0.00277778
1
“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of Resident
Withholding Tax (RWT).
2
“Gross taxable amount” is the gross distribution minus any excluded income.
3
“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT. This should
include any excluded amounts, where applicable to listed PIEs.
4
The imputation credits plus the RWT amount is 33% of the gross taxable amount for the purposes of this form. If the distribution is fully imputed
the imputation credits will be 28% of the gross taxable amount with remaining 5% being RWT. This does not constitute advice as to whether
or not RWT needs to be withheld.
5
Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.
Section 5: Authority for this announcement
Name of personauthorised to make this
announcement
Mark Winter, Chief Financial Officer
Contact person for this announcement Mark Winter, Chief Financial Officer
Contact phone number +64 9 886 9840
Contact email address ir@myfoodbag.co.nz
Date of release through MAP20 May 2022
---
FY22 Results
May 2022
Presenting
2My Food Bag Group Limited FY22 Full Year Result
Kevin Bowler
Chief Executive Officer
Mark Winter
Chief Financial Officer
3
Executive Summary
1
Business Update
2
FY23 Outlook
4
Q&A
5
Contents
Financial Overview
3
Appendices
6
Executive
1
5My Food Bag Group Limited FY22 Full Year Result
Delivered against the PFI. Revenue up by
1.7% to $194.0m and pro forma EBITDA* up
18.1% to $34.2m versus prior year
Improved our customer offering to drive
order frequency, launched recipe choice
across our portfolio of brands and added
enhanced functionality for customers to
flex nights and upgrade recipes
Grew the contribution margin to 27.2%
while managing challenges from the
macro-environment
Built and successfully transitioned a new
South Island factory to support future
growth needs on-time and on-budget
Expanded into new categories with the
Kitchen leveraging the My Food Bag
platform to provide more solutions for
customers
Established the Soft-Plastics Recycling
Programme to divert waste from landfill
Delivered
* Pro forma EBITDA is a non-GAAP measure. It has been calculated on a consistent basis to the EBITDA measure presented in the FY22 PFI. A reconciliation from GAAP NPAT
to non-GAAP Pro forma EBITDA can be found in the appendices.
Key
6
* Pro forma EBITDA is a non-GAAP measure. It has been calculated on a consistent basis to the EBITDA measure presented in the FY22 PFI. A reconciliation from GAAP NPAT to non-GAAP Pro forma EBITDA can be found in the appendices.
** Pro forma NPAT is a non-GAAP measure that includes pro forma adjustments. These adjustments include adding incremental costs associated with running a listed company and removing the one-off transaction costs associated with the
offer. A reconciliation from GAAP NPAT to non-GAAP pro forma EBITDA and pro forma NPAT can be found in the appendices.
REVENUE
$
194.0m
Pro forma EBITDA*
$
34.2m
NPAT
$
20.0m
FINAL DIVIDEND
4.0cps
Fully imputed, which, in addition
to the interim dividend paid in
2021, brings the total dividends
in respect of FY22 to 7.0 cps
FY22 PFI
forecast
delivered
+1.7% vs prior year
At a margin of 17.6%
Up +19.8% vs prior year pro forma NPAT**
My Food Bag Group Limited FY22 Full Year Result
South
Island
factory
opened
Kitchen offering expanded
driving Average Order Value
Enhanced customisation across brands
Business
2
Delivered in a challenging year
Teamwork and personal commitment succeeded over uncertainty and disruption
8
•Our highest priority is always to keep our people and
suppliers’ teams safe and well
•COVID-19 preparedness reduced risk and disruption
•The outbreaks presented challenges to operating
procedures, productivity, labour availability and
increased health and safety costs
•We are well positioned to continue to manage these
ongoing challenges
My Food Bag Group Limited FY22 Full Year Result
Joanne Mitchell
Chief Customer
Officer
Paul Kelly
Chief Supply Chain
Officer
We have strengthened the Senior Leadership Team with the
addition of Joanne Mitchell leading Marketing and Customer
Love, Paul Kelly leading Supply Chain and Operations and
Cassie Ormand as head of People and Culture
Cassie Ormand
Head of People
and Culture
9My Food Bag Group Limited FY22 Full Year Result
Energise meal kit category through
winning brand portfolio
Establish leadership in
ready-made meals
Win in MealsExpanding our Horizons
Extend into new
categories
Expand the
Kitchen
System and operational
step change
Enhancing our Strong Foundations
Culture & capability
revitalisation
Integrated ESG
ambition
Our growth strategy
Focused on growth and improvement
10My Food Bag Group Limited FY22 Full Year Result
Establish leadership in ready-
made meals
Win in MealsExpanding our Horizons
Extend into new categoriesExpand the Kitchen
Our growth strategy
Focused on growth and improvement
•Extend menu choices into
more meal occasions
•Strengthen margin while
protecting and growing IP
•Exploring vertical integration
opportunities
•Provide more solutions by
accessing more meal
occasions
•Extend the Kitchen range
depth and breadth, fueled by
the introduction of better
picking technology
•The Kitchen allows us to
introduce new categories,
building a more logical
connection for consumers
between our existing products
and new categories
•Continue to assess M&A options,
targeting businesses that we
can add value to
Energise meal kit category through
winning brand portfolio
•A clear portfolio approach to
differentiate brands with a clear
mission
•Improving our personalisation
and customisation options to
add more value
•A relentless focus on improving
the customer experience
•Further reduce our end-to-end
carbon footprint
•Encourage better food choices
by providing healthier options
with a strong bias to local
sourcing
•Continue to minimise food waste
•Encourage diversity across the
business
•Transform our operating model
by introducing picking
technology that assures the
scalability of the operation to
meet future customer and
business requirements
•Smooth transition to the new
Christchurch factory
•Active management of key
business risks
11My Food Bag Group Limited FY22 Full Year Result
System and operational
step change
Enhancing our Strong Foundations
Culture & capability
revitalisation
Integrated ESG ambition
Our growth strategy
Focused on growth and improvement
•Recognising the workforce
needs of the future, a reset of
our approach to attracting,
retaining and engaging talent
Greater choice and flexibility for our customers
12
Strong launch of Gourmet upgrade driving higher Average Order Value (AOV)
My Food Bag Group Limited FY22 Full Year Result
Our focus on customisation
featureshas strengthened
our AOV:
•Gourmet Upgrade allows
customers to choose to
upgrade one of their meals
to a gourmet culinary
experience. We’ve rolled
this out across all brands
•Weekly Flex enables
customers to flex the
number of meals up each
week to better meet their
needs
We’re building a more
personalised experience
for our customers:
•Ability to select meal
preferences to better meet
customer dietary needs,
protein and recipe style
preferences, etc.
•Continued personalisation
of our customer
communications and
journeys to improve
efficiency and attachment
rate
•>85% of our customers are on a Choice offering which drives improved order frequency
•Choice provides the foundation for more flexibility for our customers
~1000
customers a
week using
Weekly Flex
5-10% of
customers
upgrading
each week
Expanding beyond meals
The My Food Bag Kitchen pilot has been a success driving strong AOV
and attachment. The next phase is to scale the offering in FY23
•Leverage our platform to
access a greater total
addressable market (TAM)
•The Kitchen is providing
valuable insight into adjacent
categories with favourable
unit economics
•We continue to progress
activity on adjacent
categories for growth and
verticalisation opportunities
13My Food Bag Group Limited FY22 Full Year Result
Range
expansion
>200 SKUs to date
and growing
>80 items
available weekly
10 categories
Available across
meal kit portfolio
Awareness and
attachment build
Weekly
attachment rate
10% - 15%
AOV >$20
(FY22 Q4)
Best in class
customer
experience
iOS app
enhancement
CX, improving
attachment
Automation
commitment
Vendor
selection
process
underway
Supply chain improvement
14
•Purpose-built South Island factory fully
operational, completed April 2022
on-time and on-budget
•Footprint to support growth needs
including scaling of the My Food Bag
Kitchen and vertical integration
•Committed to greater automation of
pick technology across all factory sites
which will improve productivity and
customer experience. Vendor selection
process underway
My Food Bag Group Limited FY22 Full Year Result
Continuing to improve our operating
footprint and supply chain model
Creating a better way to shop and eat by prioritising ESG
15
PackagingEnvironment
We are committed to using the minimum
amount of the most sustainable packaging
we can, to keep food safe and fresh for our
customers. Examples include:
•~80% of our ingredients by value are
delivered to our factories in reusable
crates
•We use 100% compostable and
biodegradable wool insulation to keep
our ingredients fresh and chilled in transit
•Our cardboard boxes are made from
forest stewardship council (FSC) certified
47% recycled cardboard and all our
paper printing comes from FSC-certified
pulp
•First to use 100% water in our ice packs
instead of the gel still found in many
chiller packs
We aspire for our meal-kits to be the most
climate-friendly way to shop and eat:
•98% of our fresh meat and produce is
proudly locally sourced close to our
North Island and South Island factories,
greatly reducing transport emissions
•Through careful planning,
management and partnership, we are
a near-zero food waste company
•Research shows meal kits to be as
much as 33% more greenhouse-gas
efficient than supermarket-bought
meals because of reduced wastage in
our supply chain*
My Food Bag Group Limited FY22 Full Year Result
* Source: Scientific Journal Resources, Conservation and Recycling (USA, 2019)
Creating a better way to shop and eat by prioritising ESG
16My Food Bag Group Limited FY22 Full Year Result
Healthier CommunitiesFood and Sourcing
We strive to build uncompromisingly high
food safety standards and a transparent
supply chain, with an emphasis on local
sourcing and our Approved Supplier
Programme
•Maintaining our sourcing of fresh
produce and protein at 98% local. This
is important in reducing food miles as
well as connecting our customers to
the food on their plate
•We source 100% free range product for
all our recipes
•Operating under a National Level 3
Food Safety Programme, compliant
with the Food Act 2014
•Requiring our suppliers to uphold our
expectations, codes and standards of
supplying quality and safe food
We passionately believe that cooking
and eating together helps build
stronger, healthier families and
communities.
•Supporting families in need by
working with Kiwi Harvest and City
Missions across the country
•Introduced a partnership with Heart
Foundation NZ aimed at making it
easier for Kiwis to choose to eat for a
healthier heart
•My Food Bag’s motto “Work Safe,
Home Safe” is frequently referenced
as a reminder for our team to take all
steps to work safely, so that they go
home to their families safely
Financial
3
Summary financial performance
Year-on-year Pro forma EBITDA* growth of +18.1% and revenue growth of
+1.7%, delivers a strong FY22 financial performance
18
*Pro forma EBITDA is a non-GAAP measure. It has been calculated on a consistent basis to the EBITDA measure presented in the
FY22 PFI. A reconciliation from GAAP NPAT to non-GAAP EBITDA can be found in the appendices.
My Food Bag Group Limited FY22 Full Year Result
153.3
190.7
194.0
186.4
FY20AFY21AFY22AFY22 PFI
Revenue $m
16.3
29.0
34.2 34.2
FY20AFY21AFY22AFY22 PFI
EBITDA* $m
•Strong FY22 revenue performance of +1.7% vs prior
year and +4.1% vs PFI
•Product innovation and upweighted marketing
has improved frequency and grown AOV
•Contribution margin expansion through delivery of
improved procurement outcomes
•Pro forma EBITDA* of $34.2m which represents
growth of +$5.2m vs prior year (+18.1%)
•Strong cashflow enabling 4.0 cents per share fully
imputed final dividend to be paid (full year FY22
7.0 cps)
Strong deliveries performance
Underpinned by strong frequency, deliveries remain strong year-on-year
19My Food Bag Group Limited FY22 Full Year Result
1.250
1.533
1.532
1.503
FY20AFY21AFY22AFY22 PFI
Deliveries (000's)
•Deliveries of 1,532k in line with FY21, and ahead of
PFI, consolidated step-change in performance
from FY20
•Achieved a strong H2 FY22 deliveries performance
up +6% vs H2 FY21
•This reflects the strength of our product innovation
rolling out recipe choice across the portfolio and
our continued focus on improving the order
frequency across our customer base
Improving AOV to drive revenue growth
Average order value continues to grow year-on-year
20My Food Bag Group Limited FY22 Full Year Result
122.6
124.4
126.6
124.0
FY20AFY21AFY22AFY22 PFI
Average order value ($)
AOV of $126.6 for FY22 +$2.23 year-on-year and
ahead of PFI reflects:
•Successful rollout of the My Food Bag Kitchen pilot
across the portfolio and extension of range
•Stronger Fresh Start choice performance
•Successful implementation of selected price
increases
•Delivery of customisation and personalisation
initiatives
Marketing investment to drive revenue growth
Increased marketing investment in new customer offers (recipe choice and customisation)
delivered improved order frequency
21My Food Bag Group Limited FY22 Full Year Result
3.2
3.8
4.7
3.6
1.2
1.3
1.7
1.4
3.7
4.5
4.8
4.8
8.1
9.6
11.3
9.8
FY20AFY21AFY22AFY22 PFI
Marketing spend ($m)
DiscountsMarketing COGSA&P
Retention profile of acquired
and reactivated customers
13-week frequency
retained customers
6.5
6.9
FY21A Q4FY22A Q4
R
e
t
e
n
t
i
o
n
%
•Increased marketing spend aligned to launches of
Bargain Box and Fresh Start recipe choice offers
•Upweighted promotional incentives to engage
lapsed customers (reactivation) with stronger order
frequency through multi-week offers.
•FY22 acquired and reactivated customer cohort
has been retained at comparable levels to historic
cohorts
•Strong retention of customers with increasing order
frequency and AOV
•If total marketing spend was to be only applied to
acquisition the associated payback would be ~8
months in FY22
FY20FY21FY22
Comparable
across past three
years
37.6
38.7
41.0
28.9
23.1
25.7
FY21A Q4FY22A Q4FY23 May**
Total active customers split (000's)
Retained customersAcquired and reactivated customers
High value customers continue to grow
22
•Improved customer offers (recipe choice and customisation) have improved retention and driven stronger order frequency
•Conversion of active customers into the high value customer cohort remains strong, with this group growing +6.7% year-on-year
•Active customers in Q2 and Q3 were strong, up year-on-year +3.8% and +1.5% respectively
•Less focus on acquisition and reactivation during Q4 given supply chain uncertainty arising from Omicron. FY22 Q4 marketing
spend down ~10% versus prior year
•Active Customers have expectedly increased in May to over 66,700 with continued growth driven from planned activity and
seasonal routine
66.5
+2.9%
* High value active customers are defined as customers who have taken at least 20 deliveries in the previous 12 months
** Measured at 18th May 2022
61.7
My Food Bag Group Limited FY22 Full Year Result
FY21A Q4FY22A Q4
High Value Customers*
+6.7%
Focus on retained customers growth and strong conversion into high value customers*
66.7
Strong growth in contribution margin continues
Well positioned to maintain contribution margin while navigating the ongoing uncertain macro-environment
23My Food Bag Group Limited FY22 Full Year Result*Contribution margin is a non-GAAP measure defined as revenue less cost of goods sold (including free marketing goods) less direct costs (assembly and distribution expenses).
21.3%
25.6%
27.2%
28.9%
FY20AFY21AFY22AFY22 PFI
Contribution Margin %
•Contribution margin improvement of +1.6 percentage points
year-on-year, largely driven by improved procurement outcomes
•In FY22 we mitigated a number of macro-environment
challenges:
•Input cost inflation - selected price increases, tight cost
management
•Labour availability and uncertainty (Delta and Omicron) led to
lower productivity - business simplification and micro-
management, particularly in Q4
•Supply chain and logistics disruption - worked closely with our
suppliers adjusting our offer as required
•Assembly and distribution costs were 22.1% which was 0.9
percentage points higher year-on-year and 1.1 percentage
points versus the PFI
•Produce supply agreement renewed in March 2022 for two-years
•Well positioned to maintain contribution margin while navigating
macro-environment challenges, such as inflation, labour
availability and supply chain pressures
EBITDA* of $34.2m demonstrates continued growth and delivery of PFI
Strong earnings trajectory continues
24
*Pro forma EBITDA is a non-GAAP measure. It has been calculated on a consistent basis to the EBITDA measure presented in the
FY22 PFI. A reconciliation from GAAP NPAT to non-GAAP Pro forma EBITDA can be found in the appendices.
My Food Bag Group Limited FY22 Full Year Result
10.6%
15.2%
17.6%
18.4%
FY20AFY21AFY22AFY22 PFI
EBITDA* margin %
16.3
29.0
34.2 34.2
FY20AFY21AFY22AFY22 PFI
EBITDA* ($m)
•Achievement of FY22 PFI forecast
•Overheads favourable driven by cost management and non-
achievement of management incentives hurdles
•Pro forma EBITDA* of $34.2m which represented growth of $5.2m
versus prior year (+18.1%), driven by:
•Strong revenue performance underpinned by strength of our
retained customer base who have demonstrated stronger
order frequency and improved AOV
•Continued margin growth demonstrating significant operating
leverage, despite cost pressure
•EBITDA* margin % of 17.6% down by 0.8 percentage points vs PFI
as a result of input cost inflation
Balance sheet is well positioned for growth opportunities
Asset light business model and conservative gearing position the business well
for further reinvestment in growth initiatives
25
Summary balance sheet ($m)
FY22FY21
Assets
Cash and cash equivalents5.91.6
Working capital assets5.03.9
Property, plant, and equipment9.611.7
Intangible + other assets85.185.2
Liabilities
Working capital liabilities(17.0)(14.8)
Lease liabilities(7.6)(10.0)
Bank debt(3.4)(15.9)
Other liabilities(10.9)(7.5)
Equity66.954.2
My Food Bag Group Limited FY22 Full Year Result
•Negative working capital position
•A total facility of $40m (until March 2024)
•Net cash position reflects strong operating cashflow
in the period
•Continued capex investment to maintain growth
•The balance sheet is well positioned to execute on
future growth opportunities
•The Board will continue to evaluate capital
management opportunities
Cash generative nature supports dividend payment
Negative working capital position, coupled with an asset light business model
underpins strong cash flow generation
26
Summary cash flow ($m)
FY22FY21
Net cash from operating activities29.523.8
Lease principal payments(2.6)(2.2)
Capex(2.8)(2.7)
Free cash flow24.118.9
Pro forma EBITDA*34.229.0
Lease payments(2.9)(2.6)
Pre-IFRS 16 EBITDA*31.326.4
Pre-IFRS 16 cash flow conversion %77%72%
My Food Bag Group Limited FY22 Full Year Result
*EBITDA is a non-GAAP measure. It has been calculated on a consistent basis to the EBITDA measure presented in the FY22 PFI. A reconciliation from GAAP NPAT to non-GAAP EBITDA can be found in the appendices.
** Dividend yield ratio calculated using an annual dividend of 7.0 cents per share and a share price of $0.80 per share (as at 16 May 2022).
•Strong profitability driving cash flow from operations
•Final dividend of 4.0 cents per share declared, fully
imputed and to be paid on 16 June 2022.
•Dividend represents ~85% of NPAT, within policy
range of 70 - 90%
•Allows for sufficient retained cash to fund growth
requirements internally
•Dividend yield ratio of 12.2%**
FY23
4
FY23 Outlook
28My Food Bag Group Limited FY22 Full Year Result
Portfolio of brands and flexible features to meet anticipated changes in the trading environment
Successful pilot of the Kitchen provides basis for further range expansion
Supply chain improvements and price recovery to counter inflationary environment
Strong balance sheet to invest in operational improvements and pursue M&A opportunities
We are well positioned to navigate the continued uncertainty in FY23 including inflation, labour
availability and supply chain pressures
Further guidance is expected to be provided at the ASM in August
Q&A
5
Appendices
6
Statement of Comprehensive Income
31
FY22FY22FY21
Consolidated Statement of Comprehensive Income ($m)
ActualPFIActual
Income194.0186.4190.7
Cost of Goods Sold(98.5)(93.6)(101.6)
Gross Profit95.592.889.1
Assembly and Distribution(42.8)(39.0)(40.3)
Contribution Margin52.753.848.8
Indirect Expenses(18.5)(19.6)(19.2)
Other income & expenses-(14.1)
EBITDA34.234.215.3
Depreciation and Amortisation(5.4)(5.3)(4.8)
EBIT28.828.910.7
Interest and Funding(1.0)(1.1)(1.7)
Net Profit Before Tax27.827.99.0
Income Tax Expense(7.8)(7.8)(6.5)
Net Profit After Tax and Comprehensive Income20.020.12.4
My Food Bag Group Limited FY22 Full Year Result
Reconciliation between GAAP and pro forma financials
32
FY22FY22FY21
Reconciliation of non-GAAP to GAAP financials ($m)
ActualPFIActual
Net Profit After Tax20.020.12.4
Add Back:
Depreciation and amortisation5.15.04.6
Net financing costs1.01.11.7
Income tax expense7.87.86.5
EBITDA34.034.015.3
Pro forma adjustments:
SaaS accounting policy adjustment0.30.30.2
Offer costs--14.1
Listed company costs--(0.6)
Pro forma EBITDA34.234.229.0
Deduct:
Depreciation, amortisation and impairment(4.6)
Net financing costs(1.7)
Income tax expense / (income)(6.5)
Pro forma adjustments:
SaaS accounting policy adjustment(0.2)
Listed company capital structure (interest and funding)0.9
Tax impact(0.1)
Pro forma NPAT16.7
My Food Bag Group Limited FY22 Full Year Result
Thank
Disclaimer and important information
This presentation has been prepared by My Food Bag Group Limited (the “Company” and, together with My
Food Bag Limited, "My Food Bag") and is dated 20 May 2022. Receipt of this document and/or attendance
at the corresponding presentation given on behalf of the Company constitutes acceptance of the terms of
this disclaimer.
Information
This presentation contains summary information about My Food Bag and its activities, which is current as at
the date of this presentation. The information in this presentation is of a general nature and does not purport
to be complete nor does it contain all the information which an investor may require when evaluating an
investment in the Company. This presentation has been prepared to provide additional commentary on the
full year financial statements of the Company for the period ending 31 March 2022. It should be read in
conjunction with those financial statements and the Company's other periodic and continuous disclosure
announcements, available on the NZX and ASX or My Food Bag's investor website.
Forward looking information
This presentation may include certain “forward-looking statements” about My Food Bag and the
environment in which My Food Bag operates. These forward-looking statements may be identified by words
such as ‘forecast’, 'projections', ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘will’, ‘plan’, ‘may’, ‘could’ and
similar expressions.
Forward-looking information is inherently uncertain and subject to contingencies, known and unknown risks
and uncertainties and other factors, many of which are outside of My Food Bag's control, and may involve
elements of subjective judgement and assumptions as to future events which may or may not be correct. A
number of important factors could cause actual results or performance to differ materially from the forward-
looking statements. No assurance can be given that actual outcomes or performance will not materially
differ from the forward-looking statements. The forward-looking statements are based on information
available to My Food Bag as at the date of this presentation. Except as required by law or regulation
(including the Listing Rules), the Company is under no obligation to update this presentation whether as a
result of new information, future events or otherwise.
No liability
The information contained in this presentation has been prepared in good faith by My Food Bag. No
representation or warranty, expressed or implied, is made as to the accuracy, adequacy or reliability of any
statements, estimates or opinions or other information contained in this presentation, any of which may
change without notice.
To the maximum extent permitted by law, My Food Bag, its directors, officers, employees and agents
disclaim all liability and responsibility (including any liability arising from fault or negligence on the part of My
Food Bag, its directors, officers, employees and agents) for any direct or indirect loss or damage which may
be suffered by any person through the use of or reliance on anything contained in, or omitted from, this
presentation. This presentation is not a product disclosure statement, prospectus, investment statement or
disclosure document, or an offer of shares for subscription, or sale, in any jurisdiction.
Not financial product advice
This presentation is for information purposes only and is not financial or investment advice or a
recommendation to acquire the Company’s securities. Before making an investment decision, you should
consider the appropriateness of the information having regard to your own objectives, financial situation
and needs and consult a financial adviser, solicitor, accountant or other professional adviser, if necessary.
Past performance
Any past performance information given in this presentation should not be relied upon as (and is not) an
indication of future performance. No representations or warranties are made as to the accuracy or
completeness of such information.
Non-GAAP financial information
This presentation includes non-GAAP financial information, including pro forma EBITDA, which is a non-GAAP
financial measure that includes pro-forma adjustments. A reconciliation from GAAP NPAT to non-GAAP pro
forma EBITDA can be found in the appendix to this presentation. Non-GAAP financial information, including
pro forma figures, have not been separately audited but have been derived by management from My
Food Bag’s reviewed full year financial statements for the period ended 31 March 2022. Pro forma EBITDA is
a measure used extensively by the Board and management as an indication of underlying profitability,
however, as a non-GAAP measure it is provided for illustrative purposes only and caution should be taken as
other companies may calculate this measure differently.
Distribution of presentation
This presentation must not be distributed in any jurisdiction to the extent that its distribution in that jurisdiction
is restricted or prohibited by law or would constitute a breach by the Company of any law. The distribution
of this presentation in other jurisdictions outside New Zealand or Australia may be restricted by law, and
persons into whose possession this presentation comes should observe any such restrictions.
All currency amounts are in New Zealand dollars unless otherwise stated.
This presentation has been authorised for release by the Company’s Board.
My Food Bag Group Limited FY22 Full Year Result34
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