Foley Wines Limited/Announcement
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FWL Full Year 2023 and Annual Report 2023 Published

Full Year Results23 August 2023FWLConsumer Staples

Results announcement

Results for announcement to the market

Name of issuer Foley Wines Limited

Reporting Period 12 months to 30 June 2023

Previous Reporting Period 12 months to 30 June 2022

Currency NZD

Amount (000s) Percentage change

Revenue from continuing operations $66,692 +15.5%

Total Revenue $66,692 +15.5%

Net profit/(loss) from continuing operations $6,342 -11.7%

Total net profit/(loss) $6,342 +2.4%

Interim/Final Dividend

Amount per Quoted Equity Security $ 0.00000000

Imputed amount per Quoted Equity Security $ 0.00000000

Record Date N/A

Dividend Payment Date N/A

Current period Prior comparable period

Net tangible assets per Quoted Equity

Security

$1.71 $1.65

A brief explanation of any of the figures

above necessary to enable the figures to be

understood

Other Key Metrics:

Operating Profit before revaluations and income tax

(“Operating Earnings”) $10,216 +31.2%

Operating Profit before interest, revaluations, income tax,

depreciation and amortisation (“Operating EBITDA”)

$20,285 +30.0%

This announcement should be read in conjunction with

the attached audited Annual Report 2023. A copy of the

Annual Report 2023 can also be found on the FWL web

site www.foleywines.co.nz.

Authority for this announcement

Name of person


authorised to make this

announcement

Jane Trought – CFO

Contact person for this announcement Mark Turnbull – CEO

Contact phone number +64 21 714 885

Contact email address mark@foleywines.co.nz

Date of release through MAP


23 August 2023


Audited financial statements accompany this announcement.

---

ANNUAL REPORT
|

2023

made by land & hand

Contents
Performance Overview 3

Chief Executive Officer (CEO) and Directors’ Report 5 – 18

Directors’ Responsibility Statement 19

Financial Statements

Income Statement 21

Statement of Comprehensive Income 22

Statement of Changes in Equity 23

Statement of Financial Position 24 – 25

Statement of Cash Flows 26

Notes to the Financial Statements 27 – 66

Independent Auditor’s Report 67 – 70

Corporate Governance Statement 71 – 79

Statutory Information 80 – 86

Company Directory 87

Foley Wines is a collection of iconic

wineries and brands from New Zealand’s

most acclaimed wine regions

Each with a unique story of New Zealand to

tell, our wineries and distillery are linked by a

common unrelenting purpose; to make great

wine that people love to drink around the world

– made by land & hand.

made by

land &

hand

1

FOLEY WINES LIMITED | ANNUAL REPORT 2023FOLEY WINES LIMITED | ANNUAL REPORT 2023

Our Wineries
& Distillery

Martinborough Vineyard

Martinborough

Grove Mill

Wairau Valley, Marlborough

Te Kairanga

Martinborough

Vavasour

Awatere Valley, Marlborough

Lighthouse Gin

Martinborough

Mt Difficulty

Central Otago

The 2023 year was a record for the Company and reflected the work done in building the

brands, the continued focus on producing high quality wine and building quality routes to

market. At the same time the Company completed major capital expenditure programmes

that will lead to the ability to process more wine with the Grove Mill winery capacity

increased to 4,000 tonnes, the completion of The Runholder (Martinborough development)

and significant investment in both vineyard productivity and capacity.

BOTTLED SALES REVENUE

$62,281,000 (up 13.8%)

CASE SALES

584,000 (up 11.2%)

OPERATING EARNINGS

$10,216,000 (up 31.2%)

NET PROFIT AFTER TAX

$6,342,000 (up 2.4%)

OPERATING EBITDA

1


$20,285,000 (up 30%)

Performance

Overview

1. To be read in conjunction with the Disclosure of Non-GAAP Financial Information on page 18.

23

FOLEY WINES LIMITED | ANNUAL REPORT 2023FOLEY WINES LIMITED | ANNUAL REPORT 2023

On behalf of the Directors of Foley Wines Limited (FWL) we are pleased to present the
2023 operating results and annual report for the 12 months ended 30 June 2023.

OPERATING PERFORMANCE

The Company reports an operating profit before revaluations and income tax (“operating

earnings”) of $10,216,000 compared with $7,784,000 for the previous financial year. At

the November 2022 ASM we outlined our goal was an operating profit before tax of $10m

so achieving this against an increasingly more challenging world economy and very high

interest rates (operating EBIT was up 41%) was very satisfying.

As outlined every year, we are of the firm belief that operating earnings is the key metric

to demonstrate the progress the Company is making due to the complexity around the

accounting standards and fair value adjustments particularly with harvested grapes. The

reasons are twofold. Firstly, this is how the Company budgets, determines pricing and

manages performance. Secondly, the fair value of grapes is a timing issue. A gain in the

year of harvest is reversed in the year of sale and, on the flip side, a loss in the year of

harvest is reversed in the year of sale.

Mark Turnbull, CEO and Director

“ The company has

worked to build an

exceptional wine portfolio

and with that a clear

premiumisation strateg y.”

CEO & DIRECTORS’ REPORT

Investing

for the

future.

5

FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

4

FOLEY WINES LIMITED | ANNUAL REPORT 2023

Bottled
Case Sales

BOTTLED CASE SALES (000’S) 12 MONTHS TO JUNE

JUNE ‘23JUNE ‘22 % CHANGE

New Zealand

174148+18%

Australia

120100+20%

USA/Canada

84100(16)%

UK/Europe

170139+22%

Rest of World

3638(5)%

TOTAL

584525+11%

This year our unrealised gains/(loss) on harvested grapes has been negatively impacted

by the Central Otago region. We produce grapes for high value wines, which means a

higher cost associated with the grapes due to the viticultural practices applied. However

the market price of grapes in that region is often reflective of more commercial wines at

lower price points. Therefore this reflects in a loss, which is then reversed out when sold.

Profit for the period net of tax attributable for the Shareholders was $6,342,000, up 2.4%

compared with $6,196,000 the previous year. As outlined the accounting treatment of

grapes can have a material impact on the reported profit.

The above case sales were generally pleasing and reflective of the work done in establishing

new routes to market. The New Zealand market experienced a major change with Foodstuffs

North Island moving to a centralised buying strategy as opposed to individual stores having

decision making autonomy. While there was some initial disruption in terms of sales in the

lead up, we were delighted with our ranging outcomes. We believe this is testament to the

quality of our brand portfolio and the work of our partner Lion to understand Foodstuffs’

needs.

We have continued to work with Endeavour Drinks which is Australia’s largest drinks

business. We now have 25 wines ranged with them directly across their network and have

developed a very strong working relationship. This relationship is the perfect example of

our business model at work; essentially supplying a high quality wine portfolio from one

point of contact.

Clearly our USA shipments were disappointing for us this year. This is a critical focus for

us with Foley Family Wines USA moving forward and creating a growth plan with the

USA leadership team is a high priority.

Over the Covid period, we did see major disruptions to logistics. We are pleased to see that

this has improved in recent times. However, the flip side of this is that we expect to see

overseas customers reducing stock holdings as lead times improve.

67

FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORTFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

CASHFLOW
Operating cash flow was $10,348,000 for the year, up from $7,568,000 the previous year.

This year’s cashflow was significantly influenced by a number of factors:

– Higher bottled wine sales revenue for the year due to the continued implementation of

the premiumisation strategy.

– Higher interest costs due to higher interest rates and increased borrowing to fund asset

purchases.

Capital expenditure was $14,017,000 for the year, compared with $6,188,000 excluding

the Zebra Bendigo Vineyard purchase the previous year. The major item of expenditure

during the year was the development at Te Kairanga in Martinborough (The Runholder),

comprising of a tasting room, restaurant and distillery, amounting to $6.6m ($2.6m in the

prior year), and the expansion of the Grove Mill winery by 1,000 tonnes of processing

capacity with a new tank farm, amounting to $3.2m. The balance of the capital expenditure

was operating capital expenditure of $4.2m ($3.6m the prior year).

The Runholder project took over 3 years to complete and was heavily impacted by

Covid. This resulted in the project costing more than was originally anticipated, due to

exceptionally high construction inflation.

Both The Runholder and the Grove Mill expansion were key conditions of the Mt Difficulty

Overseas Investment Office (OIO) consent.

The Company is continuing to invest in vineyard productivity this year with further

replants in underperforming vineyards. Furthermore, the Vavasour refrigeration system

will be upgraded in time for the 2024 vintage.

During the year term loan funds of $5m were drawn down to finance the major capital

projects and $2.2m was repaid in terms of term borrowings as well as the refinancing of

one of the BNZ term loans.

The total dividend paid for the year was $2,629,000.

98

FOLEY WINES LIMITED | ANNUAL REPORT 2023

MARTINBOROUGH DEVELOPMENT
The Company is delighted to have opened the doors to its new hospitality venue in

Martinborough, The Runholder. Nestled on the edge of the Martinborough Terrace, beside

the Te Kairanga winery, The Runholder is the brand home of Te Kairanga, Martinborough

Vineyard and Lighthouse Gin. Comprising a 100 person restaurant across casual and formal

dining spaces, a tasting room, cellar door, viewing and dining terraces, private dining room

and distillery, the venue offers a truly unique and memorable destination for visitors to

experience the Company’s Martinborough brands.

In addition to the hospitality spaces, the building provides key operational facilities

including gin bottling, warehousing and a subterranean barrel hall which has capacity for

1,300 barrels and has been operational for the past two vintages. The distillery serves a

dual purpose with the still itself providing much greater gin production capacity, while

large floor to ceiling windows position the craftmanship of the custom built CARL still as

a striking display for visitors to discover the distilling process.

The architectural design, style and quality of the building represents an elevated offering

for Wairarapa which the Company believes delivers on Bill Foley’s vision in 2020 of

creating an icon for the region. The building has been completed to a high level of finish,

using durable, low maintenance materials that will last the lifetime of the building. A warm

roof provides thermal, acoustic and structural performance along with solar panels.

We expect the cellar door and restaurant to be an important contributor both in terms of

profit and also the effect a strong “spiritual home” will have on brand awareness locally

and globally.

THE RUNHOLDER, MARTINBOROUGH

1110

FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORTFOLEY WINES LIMITEDFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

MT DIFFICULTY DEVELOPMENT
In addition, building consent has been received for the major expansion of the hospitality

operations at Mt Difficulty. Once complete, guests will be able to enjoy a dedicated tasting

pavilion which will allow for casual dining, while the restaurant will offer an even more

premium experience. The architectural design captures the breathtaking views across the

Cromwell basin. It will be an even more memorable location to enjoy our Mt Difficulty

wines.

DIRECT-TO-CONSUMER MARKETING

Direct-to-consumer marketing continues to be a key priority. In synergy with our brand

homes, our online cellar door, The Foley Wine Club and Foley Rewards programme

create a powerful platform generating significant trial and loyalty across the brands. The

Runholder and the Mt Difficulty cellar door create valuable opportunities to engage with

potential new members and accelerate the growth of this valuable direct channel.

FOLEY HOSPITALITY GROUP

Foley Hospitality Group is a benchmark New Zealand hospitality business with iconic

venues in Auckland, Wellington and Queenstown. Acquired as The Nourish Group by

Foley Holdings New Zealand Limited in July 2022, the past 12 months has seen even closer

collaboration with our ‘sister’ company to create memorable food and wine occasions in

venues such as Soul, Andiamo, Jervois Steak House, The Brit, Shed 5 and Pravda. Opened

this year, Auckland’s first urban cellar door, Somm, showcases our wines and regions to

New Zealanders and tourists alike on Auckland’s waterfront.

Foley Hospitality’s venues play an important role in our marketing eco-system, bringing

our brands to life as part of unforgettable guest experiences. Additionally, this closer

relationship allows us to draw upon the expertise and capabilities of a team of experienced

hospitality operators to support the success of Foley Wines’ own hospitality investments.

SOMM CELLAR DOOR, AUCKLAND

1312

FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORTFOLEY WINES LIMITEDFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

CUSTOMERS SEEKING OUT THE VALUE OF FOLEY WINES’
UNIQUE PROPOSITION

For a number of years the Company has described its unique ability to deliver value

through its portfolio of high quality brands from three acclaimed regions. The past year has

continued to prove the value of this ‘one stop’ solution for customers, with an increasing

number of customers seeking out the business to supply multiple products across price

points and regions, resulting in long term mutually beneficial relationships in key markets.

The Shareholder Store continues to be a popular online destination. Available exclusively

to Shareholders, this online store makes available our portfolio of brands at special

Shareholder prices, as well as access to Shareholder-only offers.

QUALITY

The Company was delighted to receive outside recognition of quality from some of the

world’s most respected and influential industry competitions and commentators. This was

particularly pleasing given the challenges of the 2022 growing season, and is testament to

the team’s skill in the vineyards, wineries and distillery:

– Gold Medals for both Vavasour Sauvignon Blanc and Martinborough Vineyard Home

Block Pinot Noir at the Decanter World Wine Awards 2023, the world’s largest and most

influential wine competition.

– Trophies for both Vavasour Sauvignon Blanc and Grove Mill Pinot Gris at the New

Zealand International Wine Show 2022

– Trophies for both Vavasour Sauvignon Blanc and Vavasour Papa Sauvignon Blanc at

The Marlborough Wine Show 2022

– 21 wines awarded 90+ Point scores by James Suckling

– Recognition of our wines by The Real Review’s Classification of New Zealand 2022

with Two Merits for Martinborough Vineyard Home Block Chardonnay and Te Kairanga

John Martin Pinot Noir and One Merit each for Martinborough Vineyard Home

Block Pinot Noir, Vavasour Sauvignon Blanc, Mt Difficulty Bannockburn Pinot Noir,

Mt Difficulty Bannockburn Target Riesling.

– Gold for Lighthouse Gin Navy Strength at The New Zealand Spirits Awards 2023.

2023 HARVEST

The harvest totalled 8,137 tonnes across the Marlborough, Martinborough and Mt Difficulty

wineries, an overall decrease of 12% on last year’s harvest of 9,203 tonnes and an increase

of 46% on the 2021 harvest of 5,582 tonnes.

The team in Martinborough had a real challenge dealing with a very wet summer. While

we did not experience the devastation of Hawkes Bay, Martinborough certainly suffered

as well. To the team’s credit they worked tirelessly in very trying conditions to achieve the

best outcome.

SUSTAINABILITY

It is the view of the Company that acting sustainably is a matter of necessity, not a ‘nice

to have’. Environmental issues have become even more important in consumers’ decision

making. The practical, tangible sustainability practices that underpin our operations go

beyond the Sustainable Winegrowing New Zealand accreditation held by each of our

wineries and vineyards. Our practices carry through from vineyards to packaging and

include using recycled glass manufactured locally, using labels made from sugarcane

on some products, irrigating vineyards and native plantings with winery wastewater to

conserve water, restoring local wetland habitats and solar energy generation at four of

our five wineries. Our small wineries are positioned amongst our vineyards, reducing the

carbon footprint of incoming grapes during harvest, and integrating into the landscape. The

living roof at Mt Difficulty is designed to encourage biodiversity, evaporative cooling, and

heat retention.

Recycled

New Zealand

Glass

Industry-

Leading Water

Conservation

Ongoing

Packaging

Improvements

Restoring

Local

Habitats

Powered with

the help of

Solar Energy

Part of

the

Landscape

1415

FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORTFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

DIVIDEND
The Directors have resolved that no final dividend will be paid for the year ended 30 June

2023. The Directors appreciate that this will be disappointing to Shareholders however

the necessary capital spend during the year of $6.2m on The Runholder and $3.2m to

increase Grove Mill’s processing capacity means that, while not a cash return this year,

Shareholders will benefit from a balance sheet improved by hard assets that will create

enduring revenue streams in future years. To pay a dividend on top of these capital spends

would necessarily expose the business to additional debt at a time of extremely high costs

of borrowing. The policy of the Board is to evaluate present and projected cash flows,

sustainable operating earnings and, if prudent, to declare a dividend subject to current and

future capital and acquisition expenditure requirements.

OUTLOOK

Over the past few years the Company has worked to build an exceptional wine portfolio,

with ‘blue chip’ routes to market based on a clear premiumisation strategy. However the

headwinds talked about last year are very much here. High interest rates are affecting

consumers globally and economic conditions in most markets are seeing the impact.

We have also faced unprecedented cost increases across the board which are becoming

more difficult to pass on to consumers. The UK has introduced new taxes on wine which

increases the price to the end consumer which will soften demand. Wine pricing is highly

price elastic therefore we need to be very cognitive of the implications in terms of volume.

Notwithstanding these headwinds, the Company continues to seek out new markets for

the portfolio and are excited to bring The Runholder to New Zealanders to enjoy. The

Company is in good shape and continues its strong growth and investment for the future.

Finally, the Directors wish to thank the team for the outstanding job done over the past year

against a backdrop of an uncertain global economy.

For and on behalf of the Board of Directors

Mark Turnbull

CEO and Director

1617

FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORTFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

For the year ended 30 June 2023
The Directors are responsible for the preparation, in accordance with New Zealand law and

generally accepted accounting practice, of financial statements which fairly present the

financial position of Foley Wines Limited and Group as at 30 June 2023 and the results of

their operations and cash flows for the year ended 30 June 2023.

The Directors consider that the financial statements of the Company and the Group

have been prepared using accounting policies appropriate to the Company and Group

circumstances, consistently applied and supported by reasonable and prudent judgements

and estimates, and that all applicable New Zealand Equivalents to International Financial

Reporting Standards have been followed.

The Directors have responsibility for ensuring that proper accounting records have been

kept which enable, with reasonable accuracy, the determination of the financial position of

the Company and Group and enable them to ensure that the financial statements comply

with the Financial Markets Conduct Act 2013 and Financial Reporting Act 2013.

The Directors have responsibility for the maintenance of a system of internal control

designed to provide reasonable assurance as to the integrity and reliability of financial

reporting. The Directors consider that adequate steps have been taken to safeguard the

assets of the Company and Group and to prevent and detect fraud and other irregularities.

The Directors are pleased to present the financial statements of Foley Wines Limited and

Group for the year ended 30 June 2023.

This annual report is dated 23 August 2023 and is signed in accordance with a resolution

of the Directors made that day pursuant to section 211(1)(k) of the Companies Act 1993.

For and on behalf of the Directors



PR Brock

Chairman

AM Turnbull

CEO and Director

Directors’ Responsibility

Statement

The Operating EBIT and Operating EBITDA are derived from the NZ-GAAP financial statements as follows:

GroupGroup

20232022

$’000$’000

Operating Profit before interest, impairment, revaluations & income tax13, 5959, 510

Impairment(17 )(5)

Interest on lease liabilities through cost of sales (note 13.1)497460

Operating EBIT (earnings before interest and tax)14 ,0759,96 5

Depreciation4 ,9914,578

Amortisation1, 2191,056

Operating EBITDA (earnings before interest, tax,

depreciation and amortisation)20,28515,59 9

For the year ended 30 June 2023

Disclosure of Non-GAAP

Financial Information

19

FOLEY WINES LIMITED | ANNUAL REPORT 2023

18

FOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

GroupGroup
20232022

Notes$’000$’000

Total Revenue 366,63257,692

Expenses

Cost of sales(42,879)(38,199)

Selling, marketing and promotion expenses(5, 571)(4,658)

Administration and corporate governance expenses(4,567)(4,004)

Vineyard acquisition and replacement losses–(1,302)

Other expenses(20)(19)

Expenses excluding interest(53,037)(4 8 ,182)

Operating Profit before interest, impairment,

revaluations & income tax13,5959, 510

Interest revenue4220

Interest expense4(3,404)(1, 741)

Net finance costs(3,362)(1,721)

Operating Profit before impairment, revaluations &

income tax10,2337, 7 8 9

Impairment

(Impairment) of inventory2.2 (c)(17 )(5)

Operating Profit before revaluations & income tax10,2167, 7 8 4

Revaluation gains and losses

Unrealised gain/(loss) in fair value of financial asset/liabilities 23(k)113(910)

Unrealised (loss)/gain on harvested grapes20(201)2,400

Realised reversal of (gain)/loss on harvested grapes(1,223)505

Revaluation of property, plant & equipment2.3.9–(8)

Profit before income tax8,9 059,771

Income tax expense5.1(2,563)(3,575)

Profit for the year net of tax, attributable to

Shareholders of the Parent Company6,3426 ,19 6

Basic Earnings per share cps (after tax)69. 6 59. 4 3

Diluted Earnings per share cps (after tax)69. 319.11

Income

Statement

For the year ended 30 June 2023

These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 27 to 66.

Financial Statements

21

FOLEY WINES LIMITED | ANNUAL REPORT 2023

20

FOLEY WINES LIMITED | ANNUAL REPORT 2023

Statement of
Changes in Equity

For the year ended 30 June 2023

Fully PaidAsset

OrdinaryRevaluationRetained

SharesReserveEarningTotal

GroupNotes$’000$’000$’000$’000

Equity at 1 July 2022 86 , 51829,8882 7, 3 8 9143, 795

Profit for the year––6,3426,342

Other comprehensive income for the year9––––

Total comprehensive income for the year ––––

Distributions to owners7––(2,629)(2,629)

Transactions with owners during the year––(2,629)(2,629)

Added to equity during the year––3, 7133, 713

Equity at 30 June 202386 , 51829,88831,10 214 7, 5 0 8

Dividends paid per share cps74.0

Fully PaidAsset

OrdinaryRevaluationRetained

SharesReserveEarningTotal

GroupNotes$’000$’000$’000$’000

Equity at 1 July 202186 , 51822,53723,305132,36 0

Profit for the year––6 ,1966 ,196

Other comprehensive income for the year9–7,868–7,868

Transfer from Asset Revaluation Reserve to

Retained Earnings–(517 )517–

Total comprehensive income for the year –7, 3 516 , 71314,064

Distributions to owners7––(2,629)(2,629)

Transactions with owners during the year––(2,629)(2,629)

Added to equity during the year–7, 3 514,08411 , 4 3 5

Equity at 30 June 2022 86 , 51829,8882 7, 3 8 9143, 795

Dividends paid per share cps74.0

These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 27 to 66.

GroupGroup

20232022

Notes$’000$’000

Profit for the year36,3426 ,19 6

Other comprehensive income:

Items that will not be reclassified to profit or loss:

Revaluation of property, plant and equipment2. 3.9, 10–8 , 713

Income tax on items taken directly to or transferred from equity5.2–(845)

Other comprehensive income for the year, net of tax–7, 8 6 8

Total comprehensive income for the year, net of tax 6,34214,06 4

Statement of

Comprehensive Income

For the year ended 30 June 2023

These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 27 to 66.

2223

FOLEY WINES LIMITED | ANNUAL REPORT 2023FOLEY WINES LIMITED | ANNUAL REPORT 2023

Statement of
Financial Position

(continued)

As at 30 June 2023

GroupGroup

20232022

Notes$’000$’000

CURRENT LIABILITIES

Trade and other payables118,5564,356

Bank overdraft124 , 721666

Loans and borrowings122,3562,257

Lease liabilities13. 21,077932

Convertible notes1410,90 010,90 0

Other financial liabilities155 61608

Current tax liabilities5.31,256966

29, 42720,685

NON-CURRENT LIABILITIES

Loans and borrowings1242,42939, 7 76

Lease liabilities13. 213, 4 4 012,952

Other financial liabilities1516 6232

Deferred tax liabilities5.415 ,11 015, 78 0

71,14 568,740

TOTAL LIABILITIES10 0,57289, 425

EQUITY

Share capital886 , 51886 , 518

Reserves929,88829,888

Retained earnings1031,10 22 7, 3 8 9

TOTAL EQUITY14 7, 5 0 8143, 795

TOTAL LIABILITIES AND EQUITY248,080233,220

These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 27 to 66.

Statement of

Financial Position

As at 30 June 2023

GroupGroup

20232022

Notes$’000$’000

CURRENT ASSETS

Cash and cash equivalents10354

Trade and other receivables1613, 78 49,834

Inventories1752,08549,624

Biological work in progress18 & 201,84 41,948

Prepaid expenses377815

Other current assets–46

68 ,10 062,622

NON-CURRENT ASSETS

Property, plant and equipment19131,123122,138

Right-of-use assets13.112,81612, 3 07

Intangible assets2135,12535,125

Other receivables169161,028

179,98 0170 , 598

TOTAL ASSETS248,080233,220

These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 27 to 66.

2425

FOLEY WINES LIMITED | ANNUAL REPORT 2023FOLEY WINES LIMITED | ANNUAL REPORT 2023

Notes to the
Financial Statements

Statement of

Cash Flows

For the year ended 30 June 2023

GroupGroup

20232022

Notes$’000$’000

CASH FLOWS FROM OPERATING ACTIVITIES

Cash was provided from (applied to)

Receipts from customers6 7,1 0161, 576

Interest received61

Payments to suppliers and employees(50,412)(49,338)

Interest and other costs of finance paid(3,404)(1, 74 0 )

Income tax paid(2,943)(2,931)

Net cash flow from operating activities2210,3487, 5 6 8

CASH FLOWS FROM INVESTING ACTIVITIES

Cash was obtained from (applied to)

Sale of property, plant and equipment93134

Purchase of property, plant and equipment excluding Zebra

Vineyard Purchase(14 ,017 )(6 ,18 8)

Purchase of property, plant and equipment – Zebra Vineyard–(6,302)

Purchase of intangible assets –(3)

Grower and other loans repaid15010 0

Net cash flow (applied to) investing activities(13 , 7 74 )(12, 259)

CASH FLOW FROM FINANCING ACTIVITIES

Cash was provided from (applied to)

Dividends paid7(2,629)(2,629)

Loans advanced22 (b)21,00032,000

Loans repaid22 (b)(18,248)(26,597)

Lease liabilities repaid22 (c)(1,096)(953)

Net cash flow from/(applied to) financing activities(973)1,821

Net (decrease) in cash held(4,399)(2,870)

Cash and cash equivalents at beginning of year(312)2,558

Cash and cash equivalents/(Bank overdraft) at end of year( 4 , 7 11)(312)

Comprising: Cash and cash equivalents10354

Bank overdraft12(4,721)(666)

( 4 , 7 11)(312)

These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 27 to 66.

27

FOLEY WINES LIMITED | ANNUAL REPORT 2023

26

FOLEY WINES LIMITED | ANNUAL REPORT 2023

Notes to the
Financial Statements

(continued)

For the year ended 30 June 2023For the year ended 30 June 2023

2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

2.2 BASIS FOR PREPARATION (CONTINUED)

Judgements, Estimates and Assumptions and Accounting Policies (Continued)

The significant areas of estimation and assumptions made in the preparation of these financial statements are as follows:

(a) Fair Value of Land, Land Improvements and Buildings

The fair value of land, land improvements (vineyards) and buildings is determined by an independent valuer. The fair value of

land, vineyards, including bearer plants (grape vines) and other vineyard infrastructure, and buildings were determined under

the principle of highest and best use at balance date. Fair value is the amount for which the assets could have been exchanged

between a knowledgeable willing buyer and a knowledgeable willing seller in an arm’s length transaction as at the valuation

date. Fair value is determined by direct reference to recent market transactions on arm’s length terms for vineyards comparable

in size, location and varietal mix to those held by the Group. To determine the fair value the independent valuer uses valuation

techniques which are inherently subjective and involve estimation. The Directors consider that market data exists to support

this basis of valuation. Refer to note 19.

(b) Fair Value of Grapes at the Point of Harvest

The fair value of grapes at the point of harvest is determined by reference to market prices for each variety of grape grown

in the local area at the time of harvest. The Directors’ assessment of the fair value at the point of harvest is determined after

reviewing the market price paid to independent grape growers including reference to New Zealand Winegrowers annual

Grape Price Data. Refer to note 20. The fair value of grapes is sensitive to changes in the market. These changes are factored

into the market price determined by New Zealand Winegrowers. The carrying value of grapes is unlikely to be significantly

impacted by market movements in next 12 months as these grapes will be used in production of wine.

(c) Impairment of Assets other than Goodwill and Indefinite Life Intangibles

The Group assesses impairment of all assets at each reporting date by evaluating conditions specific to the Group and to the

particular asset that may lead to impairment. If an impairment trigger exists the recoverable amount of the asset is determined.

In relation to inventories the net realisable value, represents the estimated selling price in the ordinary course of business,

less estimated costs of completion and estimated costs to be incurred in the marketing, selling and distribution. Following this

review of net realisable value and a comparison of this to the cost of inventories an impairment of inventory of $17,000 for the

Group has been recorded in the current year (2022: $5,000). Refer to note 17.

(d) Impairment of Goodwill and Indefinite Life Intangibles

The Group determines at least annually whether goodwill and indefinite life intangible assets are impaired. This requires an

estimation of the recoverable amount of the cash generating units to which the goodwill and intangible assets were allocated.

The calculation of the recoverable amount of the cash generating unit involves assumptions to be made in terms of the timing

and extent of net cash flows expected to arise from the cash generating unit and the selection of an appropriate discount rate

in order to determine the present value. The Group has determined that in the current year there is only one cash generating

unit for the whole business and the value of the goodwill and intangible assets was supported by value-in-use calculations.

These calculations required the use of estimates. These estimates are set out in note 21.

1. REPORTING ENTITY

Foley Wines Limited (“the Company”, “the Parent”) is a company domiciled in New Zealand, registered under the Companies

Act 1993 and listed on the NZX Main Board (NZSX) of the New Zealand Stock Exchange (“NZX”). The Company is an FMC

reporting entity in terms of the Financial Markets Conduct Act 2013.

The Company is an integrated wine company producing table wines with the marketing and sales of premium wines in New

Zealand and various export markets.

The Company is 52.80% (2022: 52.80%) owned by Foley Holdings New Zealand Limited, which in turn is owned 80.47%

by Foley Family Wines Holdings, Inc., a company domiciled in the United States of America.

.

2. SUMMARY OF ACCOUNTING POLICIES

The financial statements of Foley Wines Limited (“the Company”, “the Parent”) and its subsidiaries and controlled entities

(together referred to as “the Group”) have been prepared in accordance with generally accepted accounting practice in

New Zealand (“NZ GAAP”). The Company is a profit-oriented company incorporated in New Zealand with its registered

office at 13 Waihopai Valley Road, RD6, Blenheim 7276, New Zealand.

2.1 STATEMENT OF COMPLIANCE

The Company is a reporting entity for the purpose of the Financial Markets Conduct Act 2013 and its financial statements

comply with that Act.

The financial statements comply with New Zealand equivalents to International Financial Reporting Standards (‘NZ IFRS’)

and other applicable Financial Reporting Standards as appropriate for profit-oriented entities. The financial statements also

comply with International Financial Reporting Standards (“IFRSs”).

The financial statements were authorised for issue by the Directors on 23 August 2023.

2.2 BASIS FOR PREPARATION

The financial statements have been prepared on the historical cost basis except for land and buildings, land improvements

including biological bearer plants (refer note 2.2(a)), inventory produced from estate grown grapes (refer note 2.2(b)) and

derivative financial instruments each of which have been measured at fair value. The reporting currency is New Zealand

dollars and all values are rounded to the nearest thousand dollars ($’000).

Judgements, Estimates and Assumptions and Accounting Policies

In the application of NZ IFRS the Directors are required to make judgements, estimates and assumptions about carrying values

of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based

on historical experience and various other factors that are believed to be reasonable under the circumstance, the results of

which form the basis of making the judgements. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised

in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future

periods if the revision affects both current and future periods.

Notes to the

Financial Statements

2829

FOLEY WINES LIMITED | ANNUAL REPORT 2023FOLEY WINES LIMITED | ANNUAL REPORT 2023

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2023For the year ended 30 June 2023

2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

2.3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.3.1 REVENUE RECOGNITION (CONTINUED)

(b) Interest revenue

Revenue is recognised as the interest accrues (using the effective interest method which is the rate that exactly discounts

estimated future cash receipts through the expected life of the financial instrument to the net carrying amount of the

financial asset).

2.3.2 BORROWING COSTS

Borrowing costs are recognised as an expense when incurred except to the extent that they are directly attributable to the

acquisition, construction or production of a qualifying asset.

Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset will be capitalised as

part of the cost of that asset.

2.3.3 IMPAIRMENT OF ASSETS OTHER THAN GOODWILL AND INDEFINITE LIFE

INTANGIBLES

At each reporting date, the Group reviews the carrying value of its tangible and intangible assets and assesses whether there

is any indication that an asset may be impaired. Where an indicator of impairment exists or when annual impairment testing

for an asset is required, the Group makes a formal assessment of recoverable amount. Where the carrying amount of an asset

exceeds its recoverable amount the asset is considered to be impaired and is written down to its recoverable amount.

Impairment losses relating to property, plant and equipment are recognised in the current period profit or loss, unless the

relevant asset is carried at fair value, in which case the impairment loss is treated as a revaluation decrease only to the extent

that there are sufficient previous reserves.

The Group recognises a loss allowance for lifetime expected credit losses (ECL) for trade receivables. In determining the

expected credit losses for these assets, the Company has taken into account the historical default experience, the financial

position of the counterparties and considered various external sources of actual and forecast economic information, as

appropriate, in estimating the probability of default of each of these financial assets occurring, as well as the loss upon

default in each case.

2.3.4 CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise cash on hand, cash at bank and investments on call or in short-term deposits with an

initial maturity of three months or less. Bank overdrafts are shown within loans and borrowings in current liabilities in the

Statement of Financial Position.

For the purposes of the cash flow statement, cash and cash equivalents includes cash on hand, demand deposits and short-

term, highly liquid investments that are readily convertible into known amounts of cash and includes at call borrowings such

as bank overdrafts, used by the Group as part of its day-to-day cash management.

2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

2.2 BASIS FOR PREPARATION (CONTINUED)

Judgements, Estimates and Assumptions and Accounting Policies (Continued)

The significant areas of critical judgements made in the preparation of these financial statements are as follows:

(a) Lease Accounting

The Group has entered into long-term vineyard leases which allow the Group to control the growing and harvesting of the

grapes used in the production of finished product.

Significant estimates and judgements that have been required for the application of NZ IFRS 16 Leases are:

• The determination of whether an arrangement contains a lease;

• The determination of lease term for some lease contracts in which the Group is a lessee that include renewal options and

termination options, and the determination whether the Group is reasonably certain to exercise such option;

• The determination of the incremental borrowing rate used to measure lease liabilities;

• The determination of the expected cost to dismantle and remove lease improvements at end of the lease.

Refer to note 13.

The Directors continually review all accounting policies and areas of judgement in presenting the financial statements.

Accounting policies are selected and applied in a manner which ensures that the resulting financial information satisfies the

concepts of relevance and reliability, thereby ensuring that the substance of the underlying transactions or other events is

reported. A summary of significant accounting policies is disclosed in section 2.3.

2.3 SIGNIFICANT ACCOUNTING POLICIES

The following significant accounting policies have been adopted in the preparation and presentation of the financial

statements:

2.3.1 REVENUE RECOGNITION

Revenue is recognised to depict the transfer of promised goods or services to customers in an amount that reflects the

consideration to which the vendor expects to be entitled in exchange for those goods or services.

The following specific recognition criteria must also be met before revenue is recognised:

(a) Sale of goods

Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and

excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control of a product or

service to a customer. Control is considered transferred to the buyer at the time of delivery of the goods to the customer or at

the free on board (FOB) port/delivery point or as otherwise contractually determined. Delivery occurs when the goods have

been shipped to the customer’s specific location. For sales of goods to retail customers, transfer is at the point the customer

purchases the goods at the retail outlet. Payment of the transaction price, which may be reduced by the customer opting to

redeem accrued Foley Reward Points towards the purchase, is due immediately at the point the customer purchases the goods.


3031

FOLEY WINES LIMITED | ANNUAL REPORT 2023FOLEY WINES LIMITED | ANNUAL REPORT 2023

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2023For the year ended 30 June 2023

2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

2.3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.3.7 LEASES (CONTINUED)

Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance

outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the

remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease

term. Lease liabilities are remeasured when there is a change in future lease payments arising from a change in an index or

rate or when there is a change in the assessment of the term of any lease.

2.3.8 AGRICULTURE (BIOLOGICAL ASSET PRODUCE AND BIOLOGICAL WORK IN

PROGRESS)

Agriculture comprises agricultural produce (harvested grapes) from bearer plants (grape vines).

All costs incurred in deriving produce from the current year’s harvest or maintaining agricultural assets (bearer plants) are

capitalised and treated as part of the cost of inventory. Costs incurred in deriving produce from a future harvest are capitalised

and treated as Biological work in progress in the Statement of Financial Position.

The fair value of harvested grapes (agricultural produce or “consumable biological asset”) less estimated point-of-sale costs

is recognised in profit or loss as gain/loss on harvested grapes in the period of harvest. The fair value of grapes is determined

by reference to market prices for grapes in the local area, at the time of harvest. This becomes the deemed “cost” for inventory

valuation purposes.

2.3.9 PROPERTY, PLANT AND EQUIPMENT

Land, land improvements (vineyards), including bearer plants (grapes vines) and other vineyard infrastructure, and buildings

(excluding buildings under construction) are valued at fair value less accumulated depreciation. Land is not depreciated.

Fair value is determined on the basis of an independent valuation prepared by external valuation experts annually. The fair

values are recognised in the financial statements and are reviewed at the end of each reporting period to ensure that the

carrying value is not materially different from their fair value. Fair value is determined by reference to market-based evidence,

which is the amount for which the assets could be exchanged between a knowledgeable willing buyer and a knowledgeable

willing seller in an arm’s length transaction as at the valuation date. Any subsequent acquisitions since the last revaluation are

recorded at cost less accumulated depreciation and impairment losses.

Land improvements include all costs incurred in developing vineyards including direct material (including grapes vines), direct

labour and an allocation of overhead and financing cost. These are not depreciated until the integrated vineyard asset

reaches full commercial production which is typically two to three years after planting.

Revaluation increases are taken directly to the revaluation reserve except to the extent that they reverse a previous revaluation

decrease of the same asset that was recognised as an expense in profit or loss, in which case the increase is credited to profit

or loss to the extent of the decrease previously charged.

Decreases in value are debited directly to the revaluation reserve to the extent that they reverse previous surpluses of the same

asset and are otherwise recognised as expenses in profit or loss.

All other items of property, plant and equipment are recorded on the cost basis less accumulated depreciation and impairment

losses.

The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances

indicate that the carrying value may not be recoverable. Resulting impairment losses are recognised as an expense in profit

or loss.

2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

2.3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.3.5 TRADE AND OTHER RECEIVABLES

Trade receivables are recognised initially at fair value and subsequent to initial recognition are carried at amortised cost less

impairment. Bad debts are written off during the year in which they are identified.

Other receivables are initially recognised at fair value of the consideration received or receivable. Other receivables are

classified as current assets unless the balances are expected to settle at least 12 months after balance date, in which case

they are classified as non-current other receivables. Subsequent measurement of other non-current receivables occurs at

amortised cost less impairment, where the nominal value is discounted to present value, using the effective interest rate of the

asset over the expected period of settlement.

2.3.6 INVENTORIES

All inventories are valued at the lower of cost or deemed cost and net realisable value. Cost is calculated on an average cost

basis. Inventory costs include a systematic allocation of appropriate production overheads that relate to putting inventories

in their present location and condition but exclude borrowing costs. The allocation of production overheads is based on the

normal capacity of the production facilities. The deemed cost for the Group’s agricultural produce (grapes) is fair value at

harvest date less estimated point-of-sale costs in accordance with NZ IAS 41 ‘Agriculture’.

Net realisable value represents the estimated selling price in the ordinary course of business, less estimated costs of completion

and estimated costs to be incurred in the marketing, selling and distribution.

2.3.7 LEASES

All leases are accounted for by recognising a right-of-use asset and a lease liability except for Leases of low value assets; and

Leases with a term of 12 months or less.

Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with

the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily

determinable, in which case the Group’s incremental borrowing rate on commencement of the lease is used. Variable lease

payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the

initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other

variable lease payments are expensed in the period to which they relate.

On initial recognition, the carrying value of the lease liability also includes:

• amounts expected to be payable under any residual value guarantee;

• the exercise price of any purchase option granted in favour of the Group if it is reasonably certain to exercise that option;

• any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination

option being exercised.

Right of use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and

increased for:

• lease payments made at or before commencement of the lease;

• initial direct costs incurred; and

• the amount of any provision recognised where the group is contractually required to dismantle, remove or restore the

leased asset.


3233

FOLEY WINES LIMITED | ANNUAL REPORT 2023FOLEY WINES LIMITED | ANNUAL REPORT 2023

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2023For the year ended 30 June 2023

2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

2.3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.3.13 EMPLOYEE BENEFITS

Provision is made for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave when it is

probable that settlement will be required and they are capable of being measured reliably.

Provisions made in respect of employee benefits expected to be settled within 12 months are measured at their nominal values

using the remuneration rate expected to apply at the time of settlement. Provisions made in respect of employee benefits which

are not expected to be settled within 12 months are measured as the present value of the estimated future cash outflows to be

made by the Group in respect of services provided by employees up to reporting date.

Liabilities for short term bonus plans are recognised where there is a contractual or constructive obligation and accrued on

an undiscounted basis.

2.3.14 FOREIGN CURRENCIES

In preparing the financial statements of each individual group entity, all transactions denominated in a currency other than the

entity’s functional currency (foreign currencies) occurring during the financial year are translated into the functional currency

using the exchange rate in effect at the date of the transaction. Monetary items receivable or payable in a foreign currency

are translated at the exchange rate existing at balance date. Foreign exchange gains or losses resulting from the settlement of

transactions and from the translation at balance date are recognised in profit or loss in the period in which they arise.

2.3.15 INCOME TAX

Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit

or loss for the year. It is calculated using the tax rates and tax laws that have been enacted or substantively enacted by the

reporting date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or

refundable) at the reporting date.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences between the

carrying amounts of assets and liabilities in the financial statements and the corresponding tax base of those items. In principle,

deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent

that it is probable that sufficient taxable amounts will be available against which deductible temporary differences or unused

tax losses and tax offsets can be utilised. However, deferred tax assets and liabilities are not recognised if the temporary

differences giving rise to them arise from the initial recognition of assets or liabilities which affects neither taxable income nor

accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences arising

from goodwill.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and

liability giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted or substantively

enacted by reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would

follow from the manner in which the consolidated entity expects, at the reporting date, to recover or settle the carrying amount

of its assets and liabilities. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same

taxation authority and the company intends to settle its current tax assets and liabilities on a net basis.

Current and deferred tax is recognised as an expense or income in profit or loss, except when it relates to items credited or

debited directly to equity or in other comprehensive income, in which case the deferred tax or current tax is also recognised

directly in equity or in other comprehensive income.

2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

2.3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.3.9 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

All items of property, plant and equipment other than land, are depreciated on a straight line basis at rates which will write off

their cost or revalued amount less estimated residual value over their expected useful lives. The estimated useful lives, residual

values and depreciation methods are reviewed at the end of each annual reporting period. The estimated useful lives of major

classes of assets are as follows:

Buildings 10 – 50 years

Land improvements and bearer plants (grape vines) 5 – 50 years

Plant, equipment and vehicles 1 – 20 years

Buildings under construction are not depreciated until completed.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected

from its use. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal

proceeds and the carrying amount of the asset) is included in profit or loss in the period the asset is derecognised.

2.3.10 INTANGIBLE ASSETS OTHER THAN GOODWILL

Purchased identifiable intangible assets, comprising trademarks, are shown at cost less any accumulated impairment losses.

Trademarks have been assessed as having an indefinite life, since the Company has the rights to the brand while it is registered

and has no intention of relinquishing those rights. Trademarks are not amortised but are subject to annual impairment testing

whereby the recoverable amount is estimated and an impairment loss is recognised to the extent that the recoverable amount

is lower than the carrying amount.

Intangible assets acquired in a business combination and recognised separately from goodwill, such as brands acquired, are

initially recognised at their fair value at the acquisition date (which is regarded as their cost).

Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated

impairment losses, on the same basis as intangible assets that are acquired separately.

An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal.

Gains or losses arising from de-recognition of an intangible asset, measured as the difference between the net disposal

proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.

2 . 3 .11 P A Y A B L E S

Trade payables and other accounts payable are recognised when the Group becomes obliged to make future payments

resulting from the purchase of goods and services.

Foley Rewards points are accrued as the sales of eligible product are made through the Foley Wine Club store. The accrual

is reduced as points are redeemed.

2.3.12 LOANS AND BORROWINGS

Borrowings are initially recorded at fair value of the consideration received, net of issue costs directly associated with the

borrowing. Deferred consideration payable as part of a business combination are treated as borrowings and recorded at fair

value at the date of completion of the transaction.

After initial recognition, borrowings are subsequently measured at amortised cost, which present values the borrowing using

the effective interest rate method. Amortised cost is calculated by taking into account any issue costs, and any discount or

premium on issuance.

3435

FOLEY WINES LIMITED | ANNUAL REPORT 2023FOLEY WINES LIMITED | ANNUAL REPORT 2023

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2023For the year ended 30 June 2023

2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

2.3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.3.19 STATEMENT OF CASH FLOWS (CONTINUED)

“Financing activities” are those activities relating to changes in equity and debt capital structure of the Group and dividends

paid on the Company’s equity capital.

“Operating activities” include all transactions and other events that are not investing or financing activities.

2.3.20 SEGMENT REPORTING

NZ IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that

are regularly reviewed by the chief operating decision maker (CODM) in order to allocate resources to the segment and to

assess its performance. The CODM is considered to be the Board of Directors and has established that the Group operates

in one segment (refer note 26).

2.3.21 GOVERNMENT GRANTS

Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions

attaching to them and that the grants will be received.

Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group recognises as

expenses the related costs for which the grants are intended to compensate.

2.3.22 BUSINESS COMBINATIONS

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business

combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred

by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the

Group in exchange for control of the acquiree. Acquisition-related costs are generally recognised in profit or loss as incurred.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests

in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the

acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the

acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration

transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held

interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.

2.3.23 GOODWILL

Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business (see

2.3.22 above) less accumulated impairment losses, if any.

For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash-

generating units) that is expected to benefit from the synergies of the combination

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when

there is indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying

amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to

the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill

is recognised directly in profit or loss in the consolidated income statement. An impairment loss recognised for goodwill is not

reversed in subsequent periods.

2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

2.3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.3.16 GOODS AND SERVICES TAX

Revenues, expenses, assets and liabilities are recognised net of the amount of goods and services tax (GST), except for

receivables and payables which are recognised inclusive of GST, where invoiced.

Cash flows are included in the statement of cash flows on a gross basis.

2.3.17 DERIVATIVE FINANCIAL INSTRUMENTS

The Group uses derivative financial instruments including forward exchange contracts, option contracts and interest rate

swaps for the primary purpose of reducing its exposure to fluctuations in foreign currency exchange rates and interest rates.

Derivatives are initially recognised at fair value on the date the derivative contract is entered into (the trade date) and are

subsequently re-measured to their fair value at each reporting date. The resulting gain or loss is recognised in profit or

loss immediately unless the derivative is designated and effective as a hedging instrument, in which event, the timing of the

recognition in profit or loss depends on the nature of the hedge relationship.

The Group has not adopted hedge accounting during the year. All derivative financial instruments are measured at fair value

and changes in their fair value are recognised immediately in profit or loss (FVTPL). The fair value of forward exchange

contracts, foreign exchange option contracts and interest rate swaps are determined with reference to the quoted market

prices.

2.3.18 FINANCIAL INSTRUMENTS ISSUED BY THE GROUP

Debt and equity instruments

Debt and equity instruments are classified as either liabilities or as equity in accordance with the substance of the contractual

agreement.

Transaction costs on the issue of equity instruments

Transaction costs arising on the issue of equity instruments are recognised directly in equity as a reduction of the proceeds of

the equity instruments to which the costs relate. Transaction costs are the costs that are incurred directly in connection with the

issue of those equity instruments and which would not have been incurred had those instruments not been issued.

Interest and dividends

Interest and dividends are classified as expenses or as distributions of profit consistent with the Statement of Financial Position

classification of the related debt or equity instruments or component parts of compound instruments.

2.3.19 STATEMENT OF CASH FLOWS

The cash flow statement is prepared inclusive of GST.

Definitions of the terms used in the statement of cash flows are:

“Cash and cash equivalents” includes cash on hand, demand deposits and short-term, highly liquid investments that are

readily convertible into known amounts of cash and includes at call borrowings such as bank overdrafts, used by the Group

as part of its day-to-day cash management.

“Investing activities” are those activities relating to the acquisition and disposal of current and non-current investments, and

any other non-current assets, and includes dividends received.

3637

FOLEY WINES LIMITED | ANNUAL REPORT 2023FOLEY WINES LIMITED | ANNUAL REPORT 2023

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2023For the year ended 30 June 2023

2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

2.3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.3.25 ADOPTION STATUS ON RELEVANT FINANCIAL REPORTING STANDARDS AND

INTERPRETATIONS (CONTINUED)

2.3.25.2 Standards and interpretations effective in future periods (Continued)

• Disclosure of Accounting Policies (Amendments to NZ IAS 1 and IFRS Practice Statement 2) - Entities are now required

to disclose their ‘material’ accounting policies instead of ‘significant’ accounting policies. The amendments clarify that

accounting policy information is material if users of an entity’s financial statements would need it to understand other

material information in the financial statements, and that accounting policy information may be material because of

its nature, even if the related amounts are immaterial – mandatory for annual periods beginning on or after 1 January

2023. The amendments are applied prospectively with earlier application permitted.

• Definition of Accounting Estimates (Amendments to NZ IAS 8) - The definition of “change in accounting estimates” is

replaced with a definition of “accounting estimates”. Under the new definition, accounting estimates are “monetary

amounts in financial statements that are subject to measurement uncertainty” - mandatory for annual periods beginning

on or after 1 January 2023.

The Group’s management have completed an initial assessment of the new standards and do not expect the adoption of these

standards to have a material financial impact on the financial statements of the Group but may affect disclosure.

Management will work through a full analysis of each standard and will provide further information on the expected impact

of adoption of these standards in future reports ahead of their effective dates. The Group does not expect to adopt these

standards before their effective date.

2.4 BASIS OF CONSOLIDATION

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the

Company (its subsidiaries) made up to 30 June each year. Control is achieved when the Company - has the power over the

investee; is exposed, or has rights, to variable returns from its involvement with the investee; and has the ability to use its power

to affects its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to

one or more of the three elements of control listed above.

Income and expenses of subsidiaries acquired or disposed of during the year are included in the consolidated Income

Statement and Statement of Comprehensive Income from the effective date of acquisition and up to the effective date

of disposal, as appropriate. Total comprehensive income of subsidiaries is attributed to the owners of the Company

and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies

into line with those used by other members of the Group.

All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

2.3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.3.23 GOODWILL (CONTINUED)

On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the

profit or loss on disposal.

2.3.24 CHANGES IN ACCOUNTING POLICIES

There have been no changes in accounting policies during the year except as noted in 2.3.25.1 below.

2.3.25 ADOPTION STATUS ON RELEVANT FINANCIAL REPORTING STANDARDS AND

INTERPRETATIONS

2.3.25.1 Standards and interpretations effective in the current year

The following Standards and Amendments to NZ IFRS, which are relevant to the Group’s financial statements, and became

effective mandatorily for the annual periods beginning on or after 1 January 2022, were adopted by the Group from 1 July

2022. The adoption of these have not and will not lead to any change in the Group’s accounting policies with measurement

or recognition impact on the period presented in these financial statements:

• Annual Improvements to NZ IFRS Standards 2018-2020 – These amendments include the Taxation in fair value

measurements (NZ IAS 41 Agriculture) – mandatory for annual periods beginning on or after 1 January 2022.

• Onerous Contracts – Cost of Fulfilling a Contract (Amendment to NZ IAS 37) – Clarifies the costs to be included when

determining the cost of fulfilling a contract, for the purpose of assessing whether the contract is onerous - mandatory for

annual periods beginning on or after 1 January 2022 with early application permitted.

• Property, Plant and Equipment – Proceeds Before Intended Use (Amendment to NZ IAS 16) Prohibits an entity from

deducting amounts received from selling items produced while the entity is preparing an item of property, plant and

equipment for its intended use from the cost of the equipment - mandatory for annual periods beginning on or after 1

January 2022 with early application permitted.

• Reference to the Conceptual Framework (Amendment to NZ IFRS 3) – mandatory for annual periods beginning on or

after 1 January 2022 with early application permitted.

2.3.25.2 Standards and interpretations effective in future periods

Certain new Standards, Interpretations and Amendments to existing standards have been published that are mandatory for

later periods and which the Group has not early adopted. The key items include:

• Disclosure of Fees for Audit Firms’ Services – requires greater disaggregation of the fees paid to the audit firm for

different types of services – mandatory for annual periods beginning on or after 1 January 2024.

• Classification of Liabilities as Current or Non-current (Amendments to NZ IAS 1) – To clarify the classification of debt and

other liabilities with an uncertain settlement date in the statement of financial position, including the settlement of debt by

converting to equity – mandatory for annual periods beginning on or after 1 January 2024.

3839

FOLEY WINES LIMITED | ANNUAL REPORT 2023FOLEY WINES LIMITED | ANNUAL REPORT 2023

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2023For the year ended 30 June 2023

GroupGroup

20232022

$’000$’000

5. INCOME TAX

5.1 INCOME TAX RECOGNISED IN PROFIT

Income tax expense comprises:

Current tax expense – current year3 , 2312,786

Current tax expense – adjustment to prior year2196

Current tax expense3,2332,982

Deferred tax (benefit)/expense – origination & reversal of temporary differences(670)593

Deferred tax (benefit)/expense(670)593

Total income tax expense2,5633,575

Reconciliation of income tax expense:

Profit before income tax8,9059, 7 71

Income taxation expense calculated at current rate of 28% 2,4932,736

Non-deductible expenses2050

Non-taxable capital profit/sale of amortisable land improvements–(136)

Disposal of amortisable land improvements–284

Zebra Vineyard amortisable land improvements acquired (initial recognition)–504

Other deferred movements48(59)

Prior period adjustment2196

Income tax expense as reported2,5633,575

5.2 INCOME TAX RECOGNISED DIRECTLY IN OTHER

COMPREHENSIVE INCOME

The following current and deferred amounts were charged/(credited) directly to

other comprehensive income during the year:

Deferred tax: Revaluation of property, plant and equipment–845

5.3 CURRENT TAX ASSETS AND LIABILITIES

Current tax assets: Tax refund receivable––

Current tax liabilities: Tax payable1,256966

GroupGroup

20232022

$’000$’000

3. PROFIT FOR THE YEAR

Included in profit before income tax for the year are the following:

REVENUE:

Sales revenue – sale of goods – bottled wine62, 2815 4 , 74 7

Sales revenue – other4 , 3192,945

Total sales revenue66,6005 7, 6 9 2

Other revenue – insurance proceeds32–

Total revenue66,6325 7, 6 9 2

Sales revenue – other includes the sale of other products such as bulk wine, spirits,

merchandise, restaurant meals and non-alcoholic beverages.


EXPENSES:

Amortisation – lease right-of-use assets1, 2191,056

Bad debts written off24–

Depreciation4 ,9914,578

Directors’ fees240240

Employee benefits expense:

– Short-term employee benefits10,0328,724

Excise duty and HPA levy5 , 8114,727

Fees paid to auditors:

– Audit of the financial statements (including fees and disbursements) (Deloitte Limited)12599

Cost of inventories recognised as expense3 7, 0 6 833,472

4. INTEREST EXPENSE

Interest on loans and borrowings2,6831,033

Interest on convertible notes708708

Interest expense on lease liabilities12–

Total Interest expense3,4041, 741

4041

FOLEY WINES LIMITED | ANNUAL REPORT 2023FOLEY WINES LIMITED | ANNUAL REPORT 2023

Notes to the
Financial Statements

(continued)

For the year ended 30 June 2023

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2023

GroupGroup

20232022

cents per

shares

cents per

shares

6. EARNINGS PER SHARE

Basic Earnings per share9. 6 59. 4 3

The calculation of basic earnings per share in respect of 2023 is based on profit of $6,342,000 (2022: $6,196,000)

and the weighted average of 65,736,148 ordinary shares on issue during the year (2022: 65,736,148).

Diluted Earnings per share9. 319.11

The calculation of diluted earnings per share in respect of 2023 based on profit of $6,852,000 (2022: $6,706,000),

being profit for the year adjusted for the interest on the convertible notes after income tax, and the weighted average of

73,599,173 ordinary shares on issue during the year (2022: 73,599,173).

The weighted average number of ordinary shares for the purposes of diluted earnings per share reconciles to the

weighted average number of ordinary shares used in the calculation of basic earnings per share as follows:

GroupGroup

20232022

Number of

shares

Number of

shares

Weighted average number of ordinary shares (Basic) 6 5, 736 ,14 86 5, 736 ,14 8

Convertible notes outstanding at year end7, 8 6 3 , 0 2 57, 8 6 3 , 0 2 5

Weighted average number of ordinary shares (Diluted)73,599,17373,599,173

7. DISTRIBUTION TO OWNERS

The Company paid a final dividend for 2022 of 4 cents per share fully imputed on 21 October 2022 totalling $2,629,000

(2022: $2,629,000: 4 cents per share paid 22 October 2021). No final dividend for the current financial year has been

declared and included in these financial statements.

Parent 2023Parent 2022GroupGroup

Number of

shares issued

Number of

shares issued

20232022

$’000$’000

8. SHARE CAPITAL

FULLY PAID UP ORDINARY SHARES

Balance at beginning of financial year6 5, 736 ,14 86 5, 736 ,14 886 , 51886 , 518

Movements in share capital––––

Balance at end of financial year6 5, 736 ,14 86 5, 736 ,14 886 , 51886 , 518

5. INCOME TAX (CONTINUED)

5.4 DEFERRED TAX BALANCES

Taxable and deductible temporary differences arise from the following:

Balance SheetIncome Statement

GroupGroupGroupGroup

2023202220232022

$’000$’000$’000$’000

Deferred tax liabilities and assets

Tax and accounting book differences – property, plant and

equipment10,87111 ,14 7(276)70

Brand intangible assets (value-in-use deferred tax)5,15 05,15 0––

Fair value through profit or loss financial assets/liabilities(204)(235)31(255)

Other including WET rebate receivable78699(16)

Inventories and biological work in progress(81)323(404)812

Annual, sick leave and employee entitlements, accruals and

provisions(125)(117 )(8)(2)

Lease liabilities and right-of use assets(579)(557)(22)(16)

Net deferred tax liabilities15 ,11 015, 78 0

Deferred tax (benefit)/expense(670)593

All deferred tax assets and liabilities are offset and disclosed as non-current.

GroupGroup

20232022

$’000$’000

5.5 IMPUTATION CREDITS

Imputation credits available for subsequent reporting periods based on a tax rate of 28%11 , 4149, 203

The above amounts represent the balance of the imputation account as at the end of the reporting period, adjusted for:

a) Imputation credits that will arise from the payment of the amount of the provision for income tax

b) Imputation debits that will arise from the payment of dividends recognised as a liability at the reporting date; and

c) Imputation credits that will arise from the receipt of dividends recognised as receivables at the reporting date.

43

FOLEY WINES LIMITED | ANNUAL REPORT 2023

42

FOLEY WINES LIMITED | ANNUAL REPORT 2023

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2023For the year ended 30 June 2023

12. BANK OVERDRAFT AND LOANS AND BORROWINGS

At amortised cost:GroupGroup

InterestInterest RateExpiry20232022

Rate %Review DateDate$’000$’000

Bank overdraft8.89% pa4 , 721666

Bank of New Zealand Term Loan 06/097. 5 1% p a31/ 7/ 2 33 0/4/ 2 616 ,0 0311 , 0 0 2

Bank of New Zealand Term Loan 05/077. 41% p a31/ 7/ 2 33 0/1/2622,67124,586

Bank of New Zealand Term Loan 087. 61% p a31/ 7/ 2 33/5/276 ,1116,445

Total loans and borrowings44,78542,033

Weighted average effective interest rate on

BNZ Term Loans7. 4 7 %4.27%

Bank overdraft 4 , 721666

Loans due within 1 year2,3562,257

Total current loans and borrowings2,3562,257

Loans due 1 to 2 years2,36013,347

Loans due 2 to 5 years40,06926,429

Total non-current loans and borrowings42,42939, 7 76

Total loans and borrowings44,78542,033

BANK OF NEW ZEALAND FACILITIES

The details and terms of the BNZ facilities are as follows:

• The $5 million Market Connect Overdraft Facility to fund ongoing working capital requirements. The interest rate payable

on the facility is the BNZ Market Connect Overdraft Prime Rate (with 0% margin). An overdraft facility fee of 0.80%pa

is payable in arrears. All outstanding debt under the facility is repayable upon demand. The balance available to be

drawn down at 30 June 2023 was $0.3 million (2022: $4.3m).

• The $20 million BNZ Term Loan Facility (loan #09). This loan facility was drawn down on 28 April 2023 and used to

repay BNZ Term Loan #06 in full. This loan facility is an interest only facility until maturity on 30 April 2026. The full

facility limit of $20 million is available for redraw throughout the term. The interest margin and non-utilisation fee are

linked to net leverage ratio. At 30 June 2023 the margin was payable at 1.85% per annum above the base rate. The

base rate is the three month ‘BKBM’ rate as quoted on the Reuters Monitor Money Rates Services page. A non-utilisation

fee was payable of 0.93% pa. All outstanding debt under the facility is repayable on the maturity date. The balance

available at 30 June 2023 was $4 million (2023: $9m).

• The $25.5 million BNZ Term Loan Facility (loan #07). This loan facility was drawn down on 2 August 2021 and used to

repay BNZ Term Loan #05 in full. The terms of the loan are as follows: Principal repayment of $83,333 payable monthly

from 30 August 2021 to 29 July 2022 and $166,667 monthly from 30 August 2022 until maturity on 30 January 2026.

The facility limit decreases each month by the principal repayment amount. Interest is payable at 1.75% per annum

above the base rate. The base rate is the one month ‘BKBM’ rate.

8. SHARE CAPITAL (CONTINUED)

The Company has only one class of shares and all shares have the same voting rights and share equally in dividends and any

surpluses on winding up. The shares have no par value.

Share issues during the year:

There were no share issues during the year.

Shares reserved for issuance:

Convertible notes on issue at year end – convertible to 7,863,025 ordinary shares – refer note 14 (2022: 7,863,025).

GroupGroup

20232022

$’000$’000

9. RESERVES

ASSET REVALUATION RESERVE

Balance at beginning of financial year29,88822,537

Revaluation increments–8 , 713

Transferred to retained earnings–(517 )

Deferred tax liability arising on revaluation (note 5.2)–(845)

Balance at end of financial year29,88829,888

The asset revaluation reserve arises on the revaluation of land, buildings and land improvements. Where a revalued

asset is sold that proportion of the asset revaluation reserve which relates to that asset, and is effectively realised, is

transferred directly to retained earnings.

10. RETAINED EARNINGS

Balance at beginning of financial year2 7, 3 8 923,305

Profit for the year net of tax, attributable to Shareholders of the Parent Co.6,3426 ,196

Dividends paid relating to 2022 (2022: 2021)(2,629)(2,629)

31,10 226,872

Transferred from asset revaluation reserve–517

Balance at end of financial year31,10 22 7, 3 8 9

11. TRADE AND OTHER PAYABLES

Trade creditors6,0392,350

Employee entitlements1,069918

Other accruals1,4 481,088

8,5564,356

4445

FOLEY WINES LIMITED | ANNUAL REPORT 2023FOLEY WINES LIMITED | ANNUAL REPORT 2023

Notes to the
Financial Statements

(continued)

For the year ended 30 June 2023

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2023

13. LEASES (CONTINUED)

13.1 LEASE RIGHT OF USE ASSETS (CONTINUED)

The Group leases vineyard land, office space (buildings), producing vineyards (land improvements) and a motor vehicle. The

average lease term (including right of renewals) is 8.0 years at 30 June 2023 (2022: 8.9 years).

The vineyard land lease agreements have normal provisions for periodic rent reviews to market rates and the producing

vineyard lease agreements have annual CPI linked rent reviews.

The maturity analysis of lease liabilities relating to these leases is presented below.

GroupGroup

20232022

$’000$’000

Amounts recognised in profit and loss:

Amortisation expense on right-of-use assets1, 2191,056

Interest expense on lease liabilities12–

Interest expense on lease liabilities through cost of sales497460

Expense relating to short-term leases78114

Expense relating to leases of low value assets1112

At 30 June 2023, the Group is committed to $5,000 for short-term leases (2022: $11,000).

The total cash outflow for leases during the period was $1,682,000 (2022: $1,544,000).

13.2 LEASE LIABILITIES

Classified as:

Current1,077932

Non-Current13, 4 4 012,952

Total14 , 51713,884

Maturity analysis (undiscounted cash flows):

Year 11,5571,371

Year 21,5591,290

Year 31,5621,290

Year 41,4901,290

Year 51,1791,262

Over 5 Years12, 4 8812,829

Total19,83519, 332

The lease liabilities were increased by $240,000 due to lease remeasurements and $1,488,000 due to new leases during the

year (2022: Lease remeasurements $2,596,000 and New leases $132,000). The Group does not face a significant liquidity

risk with regard to its lease liabilities. Lease liabilities are monitored within the Group’s treasury function.

All lease obligations are denominated in New Zealand dollars.

12. BANK OVERDRAFT AND LOANS AND BORROWINGS (CONTINUED)

BANK OF NEW ZEALAND FACILITIES (CONTINUED)

• The $6.5 million BNZ Term Loan Facility (loan #08). This loan facility was drawn down on 3 May 2022 to finance

the Zebra Bendigo Vineyard purchase. The terms of the loan are as follows: Principal repayment of $27,740 payable

monthly for the first 12 months and then the monthly payments increase annually until maturity on 3 May 2027. The

facility limit decreases each month by the principal repayment amount. Interest is payable at 1.95% per annum above

the base rate. The base rate is the one month ‘BKBM’ rate.

SECURITY

The Bank has registered a first ranking general security agreement over all the present and after acquired property of the

Company and of its wholly owned subsidiaries, a specific security agreement over any separately identifiable intellectual

property of the Company or its wholly owned subsidiaries and a first ranking mortgage over all of the land and improvements

owned by the Company.

BANK COVENANTS

The Company complied with all of the financial covenants imposed by the Bank of New Zealand during the year.

13. LEASES

13.1 L EASE RIGHT OF USE ASSETS

Land

Improve-

LandBuildingsmentsTotal

Group$’000$’000$’000$’000

Year ended 30 June 2023

Net carrying amount

At 1 July 20228,661–3,64612, 3 07

Additions –3131,1751,488

Lease remeasurements––240240

Amortisation charge for the period(498)(55)(666)(1, 219)

At 30 June 20238 ,16 32584,39512,816

Year ended 30 June 2022

Net carrying amount

At 1 July 20216 ,821233, 79110,635

Additions ––132132

Lease remeasurements2,362–2342,596

Amortisation charge for the period(522)(23)( 511)(1,056)

At 30 June 20228,661–3,64612, 3 07

47

FOLEY WINES LIMITED | ANNUAL REPORT 2023

46

FOLEY WINES LIMITED | ANNUAL REPORT 2023

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2023For the year ended 30 June 2023

GroupGroup

20232022

$’000$’000

15. OTHER FINANCIAL ASSETS/(LIABILITIES)

At fair value:

Foreign currency forward contracts(5 61)(608)

Other financial liabilities – FVTPL - Current(5 61)(608)

Foreign currency forward contracts(16 6)(232)

Other financial liabilities – FVTPL – Non-Current(16 6)(232)

Other financial liabilities – FVTPL – Total(727)(840)

Derivative financial instruments are used by the Group in the normal course of business in order to hedge exposure to

fluctuations in interest and foreign exchange rates. Refer note 23 for details of financial instruments used by the Group.

16. TRADE AND OTHER RECEIVABLES

Trade receivables13,1238,991

Other receivables 1,5771,871

14 , 70 010,862

Current13, 78 49,834

Non-Current9161,028

The carrying amount disclosed above is a reasonable approximation of fair value. Trade receivables are non-interest

bearing and are generally due the last working day of the month following invoice for domestic customers and 30-120 day

terms for export customers.

Not Past Due13 ,1188,872

Past Due 1-30 days1116

Past Due 31-60 days42

Past Due 61-90 days–1

Past Due > 91 days––

13,1238,991

GroupGroup

20232022

$’000$’000

14. CONVERTIBLE NOTES

Foley Holdings New Zealand Limited10,90 010,90 0

Disclosed as: Current convertible notes10,90 010,90 0

As part of the merger transaction with The New Zealand Wine Company Limited (renamed Foley Family Wines Limited

and later Foley Wines Limited (“FWL”)) on 4 September 2012, the Company issued an 18 month convertible note to Foley

Holdings New Zealand Limited (“Foley Holdings”, formerly Foley Family Wines Holdings, New Zealand Limited) for the

principal amount of $10,900,000 thereby assuming Foley Family Wines NZ Limited’s current loan liability to Foley Holdings

New Zealand Limited of the same amount under a promissory note.

The principal terms of the Convertible Note are:

• the term of the Convertible Note is a minimum term of 18 months. After that period or earlier if FWL is in breach of its

obligations under the Convertible Note, the Convertible Note converts at the option of Foley Holdings or alternatively

Foley Holdings may demand repayment in lieu of conversion;

• the issue price on the conversion of any shares under the Convertible Note is $1.386 per share which is the same price

at which the shares have been issued to Foley Holdings pursuant to the Merger of The New Zealand Wine Company

Limited and Foley Family Wines New Zealand Limited. On conversion of the Convertible Note issued by FWL, 7,863,025

shares in FWL could be issued to Foley Holdings at a price of $1.386 per share by way of off-set against the amount

owing to Foley Holdings under the Convertible Note. Assuming no change in the shares on issue in FWL between the

date of the issue of the Convertible Note and its conversion to new shares, this would when aggregated with the shares

issued under the Merger increase the holdings of Foley Holdings in FWL to 83%.

• the Convertible Note does not give Foley Holdings any right to vote. Foley Holdings will acquire voting rights with the

ordinary shares it receives on any exercise of the right to convert under the Convertible Note;

• interest is payable, quarterly in arrears (not compounding), on the Convertible Note pending conversion at the rate of

6.5% pa. The interest rate has been agreed between FWL and Foley Holdings as being representative of market rates

for an unsecured loan of its type; and

• all shares issued pursuant to the exercise of the Convertible Note will rank equally in all respects with all other FWL shares

on issue.

The Convertible Note can be converted at the option of Foley Holdings after 18 months from the date of issue, that is, from 4

March 2014, and there are no performance hurdles required to be met before conversion can occur. The Convertible Note

has been classified as current. At balance date, and up to the date of these financial statements, no notification had been

received to convert the note.

4849

FOLEY WINES LIMITED | ANNUAL REPORT 2023FOLEY WINES LIMITED | ANNUAL REPORT 2023

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2023For the year ended 30 June 2023

18. BIOLOGICAL WORK IN PROGRESS

GroupGroup

20232022

$’000$’000

Growing costs related to next harvest1,84 41,948

The growth on the vines in the period from harvest to 30 June 2023 cannot be reliably measured due to the lack of market

information and the variables in completing the biological transformation process between balance date and the time of

harvest. As allowed under NZ IAS 41 the cost of agricultural activity in the period to 30 June has been recognised as work

in progress for the next harvest. This assumes the cost of the agricultural activity approximates fair value in determining the

value of the biological transformation that has occurred in that period. The value of work in progress at balance date was

$1,844,000 (2022: $1,948,000).

19. PROPERTY, PLANT AND EQUIPMENT

Land

FreeholdImprove-BearerPlantCapital

FreeholdBuildingsmentsPlantsEquip. &Work in

Land atat Fairat Fairat FairVehiclesProgress

Fair ValueValueValueValueat Costat CostTotal

Group$’000$’000$’000$’000$’000$’000$’000

Year ended 30 June 2023

At 1 July 2022, net of

accumulated depreciation

and impairment42,58621,9518,33424,36018,4056,502122,138

Additions –8673574236,2706 ,10114 ,018

Disposals––––(42)–(42)

Depreciation charge

for the year–(462)( 74 9 )(572)(3,208)–(4 ,9 91)

At 30 June 2023, net of

accumulated depreciation

and impairment42,58622,3567, 9 4 22 4 , 21121, 42512, 6 0 3131,123

At 30 June 2023

Fair value42,58621,9518,33424,360––9 7, 2 31

Cost–86735742350,52312, 6 0 364,773

Accumulated depreciation

(accum impairment nil)–(462)( 74 9 )(572)(29,098)–(30,881)

Net carrying amount42,58622,3567, 9 4 22 4 , 21121, 42512, 6 0 3131,123

16. TRADE AND OTHER RECEIVABLES (CONTINUED)

Trade receivables that are less than 90 days past due are generally not considered impaired. As of 30 June 2023 trade

receivables of $5,000 (2022: $119,000) were past due but not impaired.

Other receivables include grower advances (amounts owing for the purchase of the lessee’s vineyard improvements at the

expiry of the lease for land) of $1,169,000 (2022: $1,179,000). The grower advances are secured by way of first ranking

mortgage over the grower’s land. The grower advances are accounted for as net present value of future cash flows on initial

recognition discounted at 4.39% for the advance in 2022 and 2.26% for the advance in 2021. The expense relating to the

present value of new grower advances recorded during the year was $Nil (2022: $86,000). Interest income/receivable for

the year was $36,000 (2022: $18,000). The Group recognises lifetime ECL when there has been a significant increase in

credit risk since initial recognition on other receivables. However, if the credit risk on the other receivables has not increased

significantly since initial recognition, the Group measures the loss allowance for that other receivable at an amount equal to

12-month ECL.

The Group recognises a loss allowance for lifetime expected credit losses (ECL) for trade receivables. The expected credit

losses on these financial assets are estimated using a provision matrix based on the Group’s historical credit loss experience,

adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as

well as the forecast direction of conditions at the reporting date. Based on the assessment undertaken at balance date the

Group has not recorded an Impairment of Trade Receivables in the current year (2022: $Nil). One bad debts was written off

during the year for $24,000 due to insolvency (2022: $Nil) and $18,000 of this debt was recovered by way of trade credit

insurance claim proceeds and nothing was recovered from prior years (2022: $Nil). The gross debt relating to the trade

receivables which were considered to be impaired at balance date was $Nil (2022: $Nil).

GroupGroup

20232022

$’000$’000

17. INVENTORIES

Raw materials621686

Consumable stores176114

Work in progress35,36533,790

Finished goods15,96215,056

Impairment of inventory(39)(22)

Total inventories at lower of cost and net realisable value52,08549,624

Impairment of Inventory:

Opening balance2217

Impairment charge reversal during the year(22)(17 )

Impairment charge during the year3922

Closing balance3922

Cost of inventories recognised as expense during the year3 7, 0 6 833,472

5051

FOLEY WINES LIMITED | ANNUAL REPORT 2023FOLEY WINES LIMITED | ANNUAL REPORT 2023

Notes to the
Financial Statements

(continued)

For the year ended 30 June 2023

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2023

19. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

REVALUATION OF LAND, BUILDINGS, LAND IMPROVEMENTS AND BEARER PLANTS

(CONTINUED)

Fair value is the amount for which the assets could have been exchanged between a knowledgeable willing buyer and a

knowledgeable willing seller in an arm’s length transaction as at the valuation date. Freehold land, land improvements and

bearer plants at fair value (viticulture planted land) is valued by reference to recent market transactions on arm’s length terms

for similar assets, considering grape varietal, soil quality and access to water on a per hectare basis. Adopted rates per

hectare range from $113,000 to $388,000. The Valuers have determined an adopted rate based on comparable transactions

adjusted for the specific characteristics of the viticulture planted land. Adopted values increase as the adopted rate per

hectare increases. The valuation includes inputs which are adjusted for the size, location and varietal mix held by the Group.

Based on these valuation techniques these fair values are included in Level 3 in the fair value hierarchy (refer note 23(j)).

Freehold Buildings are valued using a combination of the income approach and optimised depreciated replacement cost

method. The valuation comprises inputs for estimated rental, adopted capitalisation rates and estimated cost to replace the

assets on a like for like basis. The adopted capitalisation rates was 7.25%. As capitalisation rates decrease adopted building

values increase. Based on these valuation techniques these fair values are included in Level 3 in the fair value hierarchy

(refer note 23(j)). The valuer has considered the uncertainty in the market due to covid-19 implications when performing the

property valuations. The valuer has valued each property on a stand-alone basis as independent vineyard and winery which

can be sold in isolation to others within the portfolio. The valuation is performed on an individual asset level.

Year ended 30 June 2023:

A market overview has been performed as at 30 June 2023 by registered independent valuer Colliers Limited. Management

and the directors have concluded the carrying amount does not differ materially from the fair value therefore no revaluation

was required for the current year for land, buildings, land improvements and bearer plants.

The carrying amount of land, buildings, land improvements and bearer plants had they been recognised under the historic

cost model would have been $23,713,000, $14,917,000, $6,181,000 and $14,816,000 respectively (2022: $23,713,000,

$14,050,000, $5,824,000 and $14,393,000). Land Improvements comprise of vineyard structures and irrigation and

excludes bearer plants (grape vines) which are disclosed separately.

The capital work in progress, which includes the building under construction at Te Kairanga and the Mt Difficulty Cellar door/

Restaurant redevelopment and the Vavasour Winery Refrigeration project, is included at cost until completed.

Insurance cover has been taken out over buildings, land improvements and plant, equipment and vehicles.

20. BIOLOGICAL ASSET PRODUCE

Biological assets consist of grape vines (bearer plants). Bearer plants are classified as Property, Plant and Equipment and are

included in note 19. The Company grows grapes to use in the production of wine, as part of normal operations. Vineyards

are located in Marlborough, Martinborough and Central Otago, New Zealand. Grapes are harvested between March and

May each year. At 30 June 2023 the Group held approximately 238 hectares of land owned or leased by the Company in

Marlborough (2022: 227), 190 hectares of land owned or leased by the Group in Martinborough (2022: 190) and 215

hectares of land owned or leased by the Group in Central Otago (2022: 225). 188 hectares are currently in commercial

production in Marlborough (2022: 180), 123 hectares in Martinborough (2022: 126) and 162 hectares in Central Otago

(20 22: 181).

19. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Land

FreeholdImprove-BearerPlantCapital

FreeholdBuildingsmentsPlantsEquip. &Work in

Land atat Fairat Fairat FairVehiclesProgress

Fair ValueValueValueValueat Costat CostTotal

Group$’000$’000$’000$’000$’000$’000$’000

Year ended 30 June 2022

At 1 July 2021, net of

accumulated depreciation

and impairment3 4 ,14119, 2937,88123,36218, 7333,556106,966

Additions 3,2662441, 3142,0293,0092,94612,808

Disposals––(231)(1, 4 63)(69)–(1, 76 3)

Revaluations5 ,1792,806(270)990––8,705

Depreciation charge

for the year

–(392)(360)(558)(3,268)–(4,578)

At 30 June 2022, net of

accumulated depreciation

and impairment42,58621,9518,33424,36018,4056,502122,138

At 30 June 2022

Fair value42,58621,9518,33424,360––9 7, 2 31

Cost––––4 4,9836,50251, 485

Accumulated depreciation

(accum impairment nil)––––(26,578)–(26,578)

Net carrying amount42,58621,9518,33424,36018,4056,502122,138

COMMITMENTS:

At balance date the Group had capital commitments of $632,000 for the Te Kairanga Development, $631,000 for bearer

plants (grape vines) and $1,494,000 for the Vavasour Winery Refrigeration project (2022: Te Kairanga Development

$3,583,000, $462,000 for bearer plants (grape vines) and CARL copper pot still $18,000). The Group has also committed

to a capital expenditure project not exceeding $3 million for the Mt Difficulty Cellar door/Restaurant redevelopment.

REVALUATION OF LAND, BUILDINGS, LAND IMPROVEMENTS AND BEARER PLANTS

Year ended 30 June 2022:

Land, buildings, land improvements and bearer plants (grape vines) were valued at fair value under the principle of highest

and best use by Telfer Young, registered independent valuers, for the Martinborough properties, and Colliers International,

registered independent valuers, for the Central Otago and Marlborough properties, on 30 June 2022.


53

FOLEY WINES LIMITED | ANNUAL REPORT 2023

52

FOLEY WINES LIMITED | ANNUAL REPORT 2023

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2023For the year ended 30 June 2023

21. INTANGIBLE ASSETS (CONTINUED)

After initial recognition, goodwill acquired is measured at cost less any accumulated impairment losses. Goodwill is not

amortised but is subject to impairment testing on an annual basis or whenever there is an indication of impairment. Goodwill

relates to the acquisition of the Vavasour Wines’ business assets on 1 September 2003, Goldwater Wines’ business assets on

1 April 2006, Clifford Bay’s business assets on 1 March 2007, the reverse acquisition of The New Zealand Wine Company

Ltd (Grove Mill) on 4 September 2012, the acquisition of Martinborough Vineyards on 30 June 2014 and the acquisition of

Mt Difficulty Wines’ business and assets on 3 January 2019. The value of Goodwill at balance date includes the deferred tax

liability on acquired indefinite life intangibles (brands) of $5,150,000 (2022: $5,150,000).

BRANDS AND INTELLECTUAL PROPERTY

At start of period, net of impairment18,66818,668

Additions - current year additions ––

At 30 June, net of impairment18,66818,668

Cost (gross carrying value)18,66818,668

Accumulated impairment losses––

Net carrying amount18,66818,668

Brands are regarded as having indefinite useful lives as there are no legal restrictions on the use of the brands or technological

barriers to their ongoing usefulness. Brands are not amortised but are subject to impairment testing on an annual basis or

whenever there is an indication of impairment. The Brands included are Vavasour, Goldwater, Dashwood, Clifford Bay,

Martinborough Vineyard and Lighthouse Gin.

TOTAL INTANGIBLE ASSETS35,12535,125

(A) IMPAIRMENT TESTS FOR GOODWILL AND INTANGIBLES WITH INDEFINITE USEFUL

LIVES

The Group has determined that in the current year the value of the goodwill and intangible assets was supported by value-in use

calculations performed for the cash generating unit, being the whole business. The recoverable amount of the cash generating

unit was determined based on pre-tax cash flow projections based on the current results of the Group and the following key

assumptions: Earnings Before Interest and Tax estimated growth rate: 3% pa (2022: 3%); Terminal value of 2.8% (2022: 2.8%);

a period of projection of five years and a pre-tax discount rate 10.2% pa (2022: 10% pa). The recoverable amount determined

did not indicate any impairment and no adjustment was deemed to be required.

Reasonable possible changes in the key assumptions on which recoverable amount is based that would cause the aggregate

carrying amount to exceed the aggregate recoverable amount of the cash-generating unit, assuming everything else is held

constant, are an increase in the discount rate to 10.77% or a reduction in the terminal growth rate to 2.06%.

20. BIOLOGICAL ASSET PRODUCE (CONTINUED)

During the year ended 30 June 2023 the Company harvested 4,454 tonnes of grapes (2022: 4,978). The grapes harvested

are recognised at fair value at the point of harvest after taking into consideration various market factors, as well as reviewing

the district average pricing report for grapes of similar quality and variety. Any adjustment to bring the cost of sale to fair value

is recognised in inventory and the revaluation gains and losses section of the Income Statement. The fair value adjustment for

the 2023 harvest was an unrealised loss of $201,000 (2022: unrealised gain $2,400,000). Refer to note 18 for recognition

of the biological transformation between the time of harvest and balance date.

The Group is exposed to financial risks in respect of agricultural activity. The agricultural activity of the Company consists of

the management of vineyards to produce grapes for use in the production of wine. The primary financial risk associated with

this activity occurs due to the length of time between expending cash on the purchase or planting and maintenance of grape

vines and on harvesting grapes, and ultimately receiving cash from the sale of wine to third parties. The Company’s strategy

to manage this financial risk is to actively review and manage its working capital requirements. The quality and quantity of

the grape harvest is dependent on seasonal climatic factors such as rainfall, sunshine and temperature, including frosts. The

Group manages this risk by diversifying its vineyards across the Marlborough, Martinborough and Central Otago regions

and through the use of windmills and helicopters for normal frost protection purposes.

GroupGroup

20232022

$’000$’000

21. INTANGIBLE ASSETS

TRADEMARKS

At start of period, net of impairment154151

Additions during the year –3

At 30 June, net of impairment154154

Cost (gross carrying value)154154

Accumulated impairment losses ––

Net carrying amount154154

Trademarks pertain to the registration of trademarks in local and overseas jurisdictions for the Company’s brands. Trademarks

are carried at cost, less any accumulated impairment losses. Trademarks have been assessed as having an indefinite life since

the Company has the rights to the brand while it is registered and has no intention of relinquishing those rights. The recoverable

amount is estimated annually and an impairment loss recognised to the extent that the recoverable amount is lower than the

carrying amount.

GOODWILL

At start of period, net of impairment16 , 30316 , 303

Additions during the year––

At 30 June, net of impairment16 , 30316 , 303

Cost (gross carrying value)16 , 30316 , 303

Accumulated impairment losses––

Net carrying amount16 , 30316 , 303

5455

FOLEY WINES LIMITED | ANNUAL REPORT 2023FOLEY WINES LIMITED | ANNUAL REPORT 2023

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2023For the year ended 30 June 2023

22. CASH FLOW INFORMATION (CONTINUED)

(C) NET LEASE LIABILITY RECONCILIATION

GroupGroup

20232022

$’000$’000

Total Lease liabilities repayable (refer note 13.2)14 , 51713,884

Leases recognised due to lease remeasurement and additions – non-cash1,7282,728

Lease liabilities repaid during the year - cash outflows(1,096)(953)

Lease liabilities – net movement6321,775

23. FINANCIAL INSTRUMENTS

(A) CAPITAL RISK MANAGEMENT

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising

the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists

of debt, which includes loans and borrowings disclosed in note 12, cash and cash equivalents and equity, comprising issued

capital, reserves and retained earnings as disclosed in notes 8, 9 and 10 respectively. The Group’s Board of Directors reviews

the capital structure on a semi-annual basis. As part of the review the Board considers the cost of capital and the risks

associated with each class of capital as well as the requirement by the Group’s bank, Bank of New Zealand, to maintain

adjusted tangible equity percentage at a level of at least 50% of adjusted total tangible assets. The Board will balance the

Group’s overall capital structure through the payment of dividends, new share issues as well as the issue of new debt or the

redemption of existing debt. The Group’s overall strategy remains unchanged from the prior year.

(B) SIGNIFICANT ACCOUNTING POLICIES

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of

measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial

liability and equity instrument are disclosed in note 2 to the financial statements..

(C) FINANCIAL RISK MANAGEMENT OBJECTIVES

The Group is exposed to financial risks relating to the operations of the Group. These risks include agricultural risk, market risk

(including currency risk and interest rate risk), credit risk and liquidity risk.

The agricultural activity of the Group consists of the management of vineyards to produce grapes for use in the production of

wine. The primary financial risk associated with this activity occurs due to the length of time between expending cash on the

purchase or planting and maintenance of grape vines and on harvesting grapes, and ultimately receiving cash from the sale

of wine to third parties. The Group’s strategy to manage this financial risk is to actively review and manage its working capital

requirements. In addition, the Group maintains credit facilities at a level sufficient to fund the Group’s working capital during

the period between cash expenditure and cash inflow. At balance date, the Group had unused credit facilities in the form of

undrawn bank overdrafts and loan facilities of $4.3 million (2022: $13.3 million).

The Group seeks to minimise the effects of these risks, by obtaining independent advice and using derivative financial

instruments to hedge these risk exposures. The use of financial derivatives is governed by the Group’s policies approved by

the Board of Directors, which provide written principles on the use of financial derivatives.

Compliance with policies and exposure limits is reviewed by the Board of Directors on a periodic basis. The Group does not

enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.

22. CASH FLOW INFORMATION

(A) RECONCILIATION OF PROFIT FOR THE YEAR TO NET CASH FLOW FROM OPERATING

ACTIVITIES

GroupGroup

20232022

$’000$’000

PROFIT AFTER INCOME TAX FOR THE YEAR6,3426 ,196

NON-CASH ITEMS:

Depreciation4 ,9914,578

Amortisation1, 2191,056

Increase/(Decrease) in deferred tax(670)593

Bad debts written off24–

Impairment loss/(gain) recognised on inventories175

Adjustments resulting from revaluation of grapes1,424(2,905)

Loss on disposal of property, plant and equipment(52)1,092

Loss on asset revaluations–8

Grower advance adjustments(36)68

Movement in derivative financial instruments (Other financial assets/liabilities)(113 )910

6,8045,405

MOVEMENTS IN WORKING CAPITAL BALANCES:

Trade and other receivables( 3 ,9 74 )216

Inventories(3,9 01)(3,423)

Biological work in progress104(544)

Prepaid expenses and other current assets484(215)

Trade and other payables4 ,19 9(116 )

Current tax assets/liabilities29050

(2,798)(4,033)

NET CASH FLOW FROM OPERATING ACTIVITIES10,3487, 5 6 8


(B) NET LOANS AND BORROWINGS RECONCILIATION

Total Loans and borrowings (refer note 12)44,78542,033

Loans advanced during the year21,00032,000

Loans repaid during the year(18,248)(26,597)

Net movement in net debt – all cash flows2,7525,403

5657

FOLEY WINES LIMITED | ANNUAL REPORT 2023FOLEY WINES LIMITED | ANNUAL REPORT 2023

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2023For the year ended 30 June 2023

23. FINANCIAL INSTRUMENTS (CONTINUED)

(E) FOREIGN CURRENCY RISK MANAGEMENT (CONTINUED)

FORWARD FOREIGN EXCHANGE CONTRACTS AND OPTION CONTRACTS

It is the policy of the Group to enter into forward foreign exchange contracts to cover specific foreign currency payments and

receipts up to 100% of the exposure generated. The Group also enters into forward foreign exchange contracts and option

contracts including collars to manage the risk associated with anticipated sales and purchase transactions out to 60 months

within 25-100% of the exposure generated, subject to certain criteria being met. Forward foreign exchange contracts and

option contracts are measured at fair value through profit or loss. The fair value of forward foreign exchange contracts and

option contracts are determined with reference to the quoted market prices.

The aggregate notional principal of forward foreign exchange contracts outstanding for the Group as at balance date was

$27,649,000 (2022: $22,470,000). The aggregate notional principal of foreign exchange option contracts outstanding at

balance date was a net of $Nil (2022: $Nil).

(F) INTEREST RATE RISK MANAGEMENT

The Company and the Group is exposed to interest rate risk as it borrows funds at both fixed and floating interest rates. The

risk is managed by the Group by maintaining an appropriate mix between fixed and floating rate borrowings, by use of

interest rate swap contracts. Hedging activities are evaluated regularly with the assistance of independent advice to align with

interest rate views and defined risk appetite; ensuring optimal hedging strategies are applied or protecting interest expense

through different interest rate cycles. The Company and the Group’s exposure to interest rates on financial assets and financial

liabilities are detailed in the liquidity risk management section of this note or in note 12 and note 14.

SENSITIVITY ANALYSIS

The sensitivity analyses below have been determined based on the exposure to interest rates for both derivative and non-

derivative instruments at the reporting date and the stipulated change taking place at the beginning of the financial year

and held constant throughout the reporting period. A 100 basis point (1%) increase or decrease is used and represents

management’s assessment of the reasonably possible change in interest rates.

At balance date, if interest rates had been 1% lower or higher and all other variables were held constant, the Company and

Group’s net profit and equity would increase/decrease by approximately $450,000 (2022: $373,000) respectively. This is

mainly attributable to the Group’s exposure to interest rates on its variable rate borrowings.

The Company and Group’s sensitivity to interest rates has increased during the current year mainly due to the increase in

floating interest rate exposure.

INTEREST RATE SWAP CONTRACTS

Under interest rate swap contracts, the Group agrees to exchange the difference between the fixed and floating rate interest

amounts calculated on agreed notional principal amounts. Such contracts enable the Group to mitigate the risk of changing

interest rates on debt held. The fair value of interest rate swaps are determined with reference to the quoted market prices at

the reporting date as disclosed below.

There were no interest rate swaps outstanding at balance date in the current or prior year. The interest rate applicable to the

interest rate swap contract during the year was Nil% pa (2022: Nil% pa).

Interest rate swap contracts exchanging floating rate interest amounts for fixed rate interest amounts are used to reduce the

Group’s cash flow exposure resulting from variable interest rates on borrowings. These are measured at fair value through

profit or loss. The interest rate swaps and the interest payments on the loan occur simultaneously on a monthly basis. The

floating rate on the interest rate swaps is the 1 month BKBM rate. The Group will settle the difference between the fixed and

floating interest rate on a net basis.

23. FINANCIAL INSTRUMENTS (CONTINUED)

(D) MARKET RISK

The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates (refer note 23(e))

and interest rates (refer note 23(f)). The Group enters into a variety of derivative financial instruments to manage its exposure

to interest rate and foreign currency risk, including:

(i) forward foreign exchange contracts and foreign currency option contracts to hedge the exchange rate risk arising on the

export of wine principally to the United States, United Kingdom, Europe and Australia; and

(ii) interest rate swaps to mitigate the risk of rising interest rates.

There has been no change to the Group’s exposure to market risks or the manner in which it manages and measures the risk.

(E) FOREIGN CURRENCY RISK MANAGEMENT

The Group undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate fluctuations

arise. Exchange rate exposures are managed within approved parameters utilising forward foreign exchange contracts and

foreign exchange option contracts.

Foreign currency denominated assets and liabilities at balance date are:

GroupGroup

20232022

$’000$’000

Cash and cash equivalents4220

Trade and other receivables10,3446 , 312

Trade and other payables(4 41)(70)

Net exposure at balance date9,9 076,462

SENSITIVITY ANALYSIS

The Group is mainly exposed to US dollars (USD), Great British pounds (GBP), Australian dollars (AUD) and Euro (EUR). If

there was a 10% upward movement in the New Zealand dollar against the relevant currencies the profit before tax and equity

would decrease by $193,000, $394,000, $181,000 and $134,000 respectively for the Group (2022: $111,000, $181,000,

$221,000 and $76,000). If there was a 10% downward movement in the New Zealand dollar against the relevant currencies

the profit before tax and equity would increase by $235,000, $481,000, $221,000 and $164,000 respectively for the

Group (2022: $135,000, $221,000, $270,000 and $92,000). The 10% sensitivity rate used represents management’s

assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding

foreign currency denominated monetary items and adjusts their translation at the year end for the listed percentage change

in foreign currency rates.

5859

FOLEY WINES LIMITED | ANNUAL REPORT 2023FOLEY WINES LIMITED | ANNUAL REPORT 2023

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2023For the year ended 30 June 2023

23. FINANCIAL INSTRUMENTS (CONTINUED)

(H) LIQUIDITY RISK MANAGEMENT (CONTINUED)

Less thanGroupOver

1 year1-2 years2-5 years5 years

$’000$’000$’000$’000

Group 2023

Trade and other payables8,556–––

Loans and borrowings10,3265,46842,570–

Convertible notes11 , 6 0 9–––

Lease liabilities1,5571,5594 , 23112, 4 88

32,0487, 0 2 746,80112, 4 88

Group 2022

Trade and other payables4,356–––

Loans and borrowings4,82214 , 71528,547–

Convertible notes11 , 6 0 9–––

Lease liabilities1,3711,2903,84212,829

22,15816 ,0 0532,38912,829

The following table details the Group’s liquidity analysis for its derivative financial instruments. The table has been drawn

up based on the undiscounted net cash inflows/(outflows) on the derivative instrument that settle on a net basis and the

undiscounted gross inflows and (outflows) on those derivatives that require gross settlement. When the amount payable or

receivable is not fixed, the amount disclosed has been determined by reference to the projected interest rates as illustrated by

the yield curves existing at the reporting date.

Less thanGroupOver

6 months6-12 months1-2 years2 years

$’000$’000$’000$’000

Group 2023

Forward exchange contracts – cash inflows10 , 4158 ,1979,038–

Forward exchange contracts – cash outflows(10 , 7 76)(8,397)(9, 203)–

(361)(200)(16 5)–

Group 2022

Forward exchange contracts – cash inflows6,7536 , 74 38,975–

Forward exchange contracts – cash outflows( 7, 0 7 7 )( 7, 0 2 8 )(9, 20 8)–

(324)(285)(233)–

23. FINANCIAL INSTRUMENTS (CONTINUED)

(G) CREDIT RISK MANAGEMENT

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the

Group. The Group has adopted a policy of only dealing with credit worthy counterparties as a means of mitigating the risk of

financial loss from defaults. The Group’s exposure and the credit ratings of its counterparties are continuously monitored and

the aggregate value of transactions concluded is spread amongst approved counterparties. Credit exposure is controlled by

counterparty limits that are approved by the Board of Directors and are monitored on a regular basis. The Group does not

require collateral in respect of trade and other receivables.

A default on a financial asset is when the counterparty fails to make contractual payments within 60 days of when they fall

due. Probability of default constitutes a key input in measuring expected credit loss (ECL). Probability of default is an estimate

of the likelihood of default over a given time horizon, the calculation of which includes historical data, assumptions and

expectations of future conditions.

Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing

credit evaluation is performed on the financial condition of accounts receivable and, where appropriate, trade credit

insurance is purchased.

Other receivables primarily relate to grower advances. The Group has adopted a policy of only dealing with credit worthy

counterparties as a means of mitigating the risk of financial loss from defaults. The counterparty in this case for grower

advances is credit worthy and has no history of defaulting in past.

The Group does not have any significant concentrations of net credit risk. The Company does not expect the non-performance

of any obligations at balance date. The credit risk on liquid funds and derivative financial instruments is limited because the

counterparties are banks with high credit-ratings assigned by international agencies.

The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represent the

Group’s maximum exposure to credit risk.

(H) LIQUIDITY RISK MANAGEMENT

Liquidity risk represents the Group’s ability to meet its contractual obligations. Ultimate responsibility for liquidity risk

management rests with the Board of Directors, who has built an appropriate liquidity risk management framework for the

management of the Group’s short, medium and long-term funding and liquidity management requirements. The Group

manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously

monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. At balance

date, the Group had unused credit facilities in the form of undrawn bank overdrafts and loan facilities of $4.3 million (2022:

$13.3 million) to further reduce liquidity risk.

LIQUIDITY TABLES

The following tables detail the Group’s remaining contractual maturity for its non-derivative financial liabilities. The tables

have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the

Group can be required to pay. Refer to note 12 for the weighted average effective interest rate.

6061

FOLEY WINES LIMITED | ANNUAL REPORT 2023FOLEY WINES LIMITED | ANNUAL REPORT 2023

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2023For the year ended 30 June 2023

24. DIRECTORS AND KEY MANAGEMENT PERSONNEL COMPENSATION

Key management personnel are the Directors of the Company and the executives with the greatest authority for the strategic

direction of the Company. The compensation of the Directors and the key management personnel is set out below:

GroupGroup

20232022

$’000$’000

Short-term employee benefits2, 5181, 817

25. RELATED PARTY DISCLOSURES

(A) INVESTMENT IN SUBSIDIARIES

The Parent entity in the consolidated entity is Foley Wines Limited. The Parent entity of Foley Wines Limited is Foley Holdings

New Zealand Limited who own 52.80% (2022: 52.80%) of the shares in Foley Wines Limited. The ultimate parent is Foley

Family Wines Holdings, Inc., who own 80.47% of Foley Holdings New Zealand Limited and as such owns 42.49% (2022:

42.49%) of the Company.

The consolidated financial statements include the financial statements of Foley Wines Limited (FWL) and the following

subsidiaries:

CountryOwnershipOwnership

of Incorp-Interest %Interest %

Name of EntityPrincipal ActivityParent Companyoration20232022

Vavasour Wines LtdNon-operatingFoley Wines LtdNZ10 0%10 0%

Goldwater Wines LtdNon-operatingFoley Wines LtdNZ10 0%10 0%

Clifford Bay Wines LtdNon-operatingFoley Wines LtdNZ10 0%10 0%

Te Kairanga Wines LtdNon-operatingFoley Wines LtdNZ10 0%10 0%

Grove Mill Wine Company LtdNon-operatingFoley Wines LtdNZ10 0%10 0%

Sanctuary Wine Company LtdNon-operatingFoley Wines LtdNZ10 0%10 0%

The New Zealand Wine Company LtdNon-operatingFoley Wines LtdNZ10 0%10 0%

Martinborough Vineyard Wines LtdNon-operatingFoley Wines LtdNZ10 0%10 0%

Mt Difficulty Wines Ltd Non-operatingFoley Wines LtdNZ10 0%10 0%

Burnt Spur LtdNon-operatingFoley Wines LtdNZ10 0%10 0%

FWines UK LtdNon-operatingFoley Wines LtdUK10 0%10 0%

23. FINANCIAL INSTRUMENTS (CONTINUED)

(I) FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair values of financial assets and liabilities are determined as follows:

• the fair value of financial assets and liabilities with standard terms and conditions and traded on active markets are

determined with reference to the quoted market prices; and

• the fair value of derivative instruments are calculated based on discounted cash flows using market inputs.

The Directors consider that the carrying value of all financial instrument assets and liabilities in the financial statements

approximate their fair value.

(J) FAIR VALUE MEASUREMENTS RECOGNISED IN THE STATEMENT OF FINANCIAL

POSITION

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair

value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable:

• Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets

or liabilities;

• Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are

observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

• Level 3 fair value measurements are those derived from valuation techniques that include inputs for the assets or liability

that are not based on observable market data (unobservable inputs).

GroupGroup

20232022

$’000$’000

Financial liabilities FVTPL

Other financial liabilities (derivative financial liabilities) – Current (5 61)(608)

Other financial liabilities (derivative financial liabilities) – Non-Current(16 6)(232)

Total financial liabilities(727)(840)

All financial assets and liabilities of the Group that are measured at fair value subsequent to initial recognition are included

in Level 2 as the fair value of these instruments are not quoted on an active market and is determined by using valuation

techniques. These valuation techniques rely on observable market data. There were no transfers between Level 1 and 2 during

the year.

(K) CHANGE IN FAIR VALUE OF FINANCIAL ASSETS/LIABILITIES

Foreign currency forward contracts113(910)

113(910)

6263

FOLEY WINES LIMITED | ANNUAL REPORT 2023FOLEY WINES LIMITED | ANNUAL REPORT 2023

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2023For the year ended 30 June 2023

25. RELATED PARTY DISCLOSURES (CONTINUED)

(C) TRANSACTIONS WITH OTHER RELATED PARTIES (CONTINUED)

GroupGroup

20232022

$’000$’000

Amounts owing to related parties as at balance date:

Foley Holdings New Zealand Limited – convertible note10,90 010,90 0

Wharekauhau Country Estate Limited–1

Foley Hospitality Limited1–

Amounts owing from related parties as at balance date:

Foley Family Wines, Inc.1,9501,176

Wharekauhau Country Estate Limited12

Lighthouse Distillery Limited13218

Foley Hospitality Limited252

26. SEGMENT INFORMATION

The Group operates in the wine industry and is considered to operate in one segment. Financial information available to

management including the chief operating decision maker is principally based on the information provided in these financial

statements. There are therefore no additional disclosures included in these financial statements.

Included in sales revenue are revenues of approximately $20,200,000 (2022: $15,833,000), $8,037,000 (2022:

$6,275,000), $7,419,000 (2022: $4,911,000) and $7,352,000 (2022: $7,868,000) which arose from sales to the Group’s

largest customers. No other single customers contributed 10% or more to the Group’s revenue in either 2023 or 2022. The

fourth largest customer is a related party (2022: second) – refer note 25.

The Group derived sales revenue from New Zealand customers of $28,389,000 and overseas customers of $38,211,000

(2022: NZ $24,349,000; Overseas $33,343,000).

27. COMMITMENTS

In the ordinary course of business the Group has Grower Agreements which would require it to purchase grapes during

harvest which occurs between March and May each year throughout the period of the Agreement.

At balance date the Group had capital commitments of $632,000 for the Te Kairanga Development, $631,000 for bearer

plants (grape vines) and $1,494,000 for the Vavasour Winery Refrigeration project (2022: Te Kairanga Development

$3,583,000, $462,000 for bearer plants (grape vines) and CARL copper pot still $18,000). The Group has also committed

to a capital expenditure project not exceeding $3 million for the Mt Difficulty Cellar door/Restaurant redevelopment.

25. RELATED PARTY DISCLOSURES (CONTINUED)

(B) TRANSACTIONS WITH RELATED PARTIES – DIRECTORS AND KEY MANAGEMENT

PERSONNEL

Details of the compensation paid to Directors and key management personnel are set out in note 24.

GroupGroup

20232022

$’000$’000

Certain Directors and key management personnel have interests in contracts with the

Group as follows.

AM Turnbull (Lighthouse Distillery Ltd – purchase of Spirits for bottling and sale)139105

AM Turnbull (Lighthouse Distillery Ltd – sales commission – direct spirit sales)171–

AM Turnbull (Lighthouse Distillery Ltd – charges from FWL for labour, rent, electricity

and administration)8362

(C) TRANSACTIONS WITH OTHER RELATED PARTIES

Material transactions with related parties during the period are set out below:

(i) Sales were made to Foley Family Wines, Inc., a 100% owned subsidiary of Foley Family Wines Holdings, Inc., the

ultimate parent of Foley Wines Limited. Sales for the year were $7,352,000 (2022: $7,868,000).

(ii) Interest was paid/payable to Foley Holdings New Zealand Limited the parent of the Foley Wines Limited under the

convertible note (note 14). Interest paid/payable for the year was $709,000 (2022: $709,000).

(iii) Sales were made to Wharekauhau Country Estate Limited, a luxury lodge 74.6% owned by Bill Foley, the majority

shareholder of the ultimate parent. Sales for the year totalled $53,000 (2022: $31,000). Accommodation, meals,

events, contract labour and vouchers for Foley Rewards provided by Wharekauhau to the Company during the year

totalled $22,000 (2022: $52,000).

(iv) Lighthouse Gin product was purchased for global distribution from Lighthouse Distillery Limited, a company owned

by Mark Turnbull, CEO and Director of Foley Wines Limited. Purchases during the period totalled $139,000 (2022:

$105,000). Administration services, rental, electricity and contract distilling services were provided to Lighthouse

Distillery Limited during the period of $83,000 (2022: $62,000). Lighthouse Distillery Limited paid the Company a

sales commission on spirits sold direct to customer during the year of $171,000 (2022: $Nil).

(v) Sales were made to Foley Hospitality Limited group restaurants, a group owned 100% by Foley Holdings New

Zealand Limited from July 2022. Sales for the year were $157,000 (2022: $15,000). Meals, events and vouchers

for Foley Rewards provided by Foley Hospitality to the Company during the year of $15,000 (2022: $Nil).

6465

FOLEY WINES LIMITED | ANNUAL REPORT 2023FOLEY WINES LIMITED | ANNUAL REPORT 2023

Notes to the
Financial Statements

(continued)

For the year ended 30 June 2023

Independent

Auditor’s Report

28. CONTINGENT LIABILITIES

There were no contingent liabilities at balance date (2022: Nil).

29. SUBSEQUENT EVENTS

On 31 July 2023 the interest rate on the three BNZ Term Loans were reviewed. The new interest rates on these loans for the

period from 31 July 2023 to 30 August 2023 was 7.42-7.62% pa.

On 14 August 2023 the BNZ Term Loans #07 and #08 were changed to interest only until maturity.

On 23 August 2023 the Board executed the Facility Document for a new BNZ Term Loan Facility, for $25 million which is

interest only until maturity on 30 April 2026. The details of the new facility are the same as the BNZ Term Loan #09 Facility.

BNZ Term Loan #09 for $20 million will be repaid in full upon the new Loan being drawn down, which is expected to occur

by 31 August 2023.

No other material events have occurred since balance date.

30. NET TANGIBLE ASSETS PER SHARE

GroupGroup

20232022

$’000$’000

Net tangible assets per share1. 711.65

The calculation of net tangible per share in respect of 2023 is based on net tangible assets of $112,383,000, being Net assets

$147,508,000 less intangible assets $35,125,000 (2022: $108,670,000, being Net assets $143,795,000 less intangible

assets $35,125,000) and the 65,736,148 ordinary shares on issue at balance date (2022: 65,736,148).

31. FOREIGN CURRENCY EXCHANGE RATES

The following spot foreign exchange rates have been applied

at balance date:30 June 202330 June 2022

NZ $1.00 =FWL BuyFWL SellFWL BuyFWL Sell

Australian dollar0.91230.91960.90040.9 076

United States dollar0.60400.60880.61910 . 6241

Great British pound0.47880.48260. 51080. 5149

Euro0.55570. 56 010.59300.5978

67

FOLEY WINES LIMITED | ANNUAL REPORT 2023

66

FOLEY WINES LIMITED | ANNUAL REPORT 2023


xxx


Key audit matter How our audit addressed the key audit matter

Impairment testing of intangible assets with indefinite

useful life and goodwill

As disclosed in Note 21, the Group has $35.1 million of

intangible assets with indefinite useful lives at 30 June

2023, of which $16.3 million relates to goodwill.

The Group has assessed the value of the goodwill and

intangible assets by determining the recoverable amount

of the Group’s cash generating unit, being the whole

business, through value in use calculations. The value in

use is determined using discounted cashflow analysis

involving key inputs such as forecast earnings before

interest and tax over a five-year period (based on the

budget for the next financial year and with an estimated

growth rate applied thereafter), capital expenditure during

this period, a terminal value growth rate and the pre-tax

discount rate (‘discount rate’).

The impairment testing of intangible assets is a key audit

matter due to the estimates and judgement involved in

determining the recoverable amount of the cash

generating unit including the appropriateness of the level

of cash generating unit at which the intangible assets are

tested for impairment.



We have evaluated the appropriateness of the identification

of the cash generating unit and the Group’s value in use

calculations by performing the following:


Challenging the appropriateness of the identification of the

cash-generating unit by considering if the cash generating

unit is the lowest level at which there are independent

cash flows;

• Testing the value in use calculations for arithmetic accuracy;

• Comparing forecast performance with the approved

financial year budget;

• Challenging management’s assumptions used in the

forecasted financial performance based on our knowledge

of the Group’s operations, the past performance and

market conditions;

• Assessing the historical accuracy of the Group’s previous

forecasts by comparing prior period budgets to actual

performance;

• Involving our internal valuation specialists in assessing the

reasonableness of the discount rate, growth rate and

terminal value growth rate used;

• Performing sensitivity analysis on the earnings growth rate,

terminal growth rate, discount rate and capital expenditure

to determine the extent to which any changes in these

inputs would result in impairment in the goodwill and

indefinite life intangible assets;

• Reperforming the calculation of the carrying amount of the

cash generating unit; and

• Evaluating the appropriateness of the related disclosures.


Other information


The directors are responsible on behalf of the Group for the other information. The

other information comprises the information in the Annual Report that accompanies the

financial statements and the audit report.


Our opinion on the financial statements does not cover the other information and we do

not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and consider whether it is materially

inconsistent with the financial statements or our knowledge obtaine

d in the audit or

otherwise appears to be materially misstated. If so, 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 Group for the preparation and fair

presentation of the financial statements in accordance with NZ IFRS and IFRS, and for

such internal control as the directors determine is necessary to enable the preparation

of financial statements that are free from mate

rial misstatement, whether due to fraud

or error.

In preparing the financial statements, the directors are responsible on behalf of the

Group for assessing the Group’s ability to continue as a going concern, disclosing, as

applicable, matters related to go

ing concern and using the going concern basis of

accounting unless the directors either intend to liquidate the Group or to cease

operations, or have no realistic alternative but to do so.




xxx


Independent Auditor’s Report

To the Shareholders of Foley Wines Limited

Opinion

We have audited the financial statements of Foley Wines Limited (the 'Company') and its

subsidiaries (the ‘Group’), which comprise the statement of financial position as at 30

June 2023, and the income statement, statement of comprehensive income, statement

of changes in equity and statement of cash flows for the year then ended, and notes to

the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements, on pages 21 to 66, present fairly,

in all material respects, the financial position of the Group as at 30 June 2023, and its

financial performance and cash flows for the year then ended in accordance with New

Zealand Equivalents to International Financial Reporting Standards (‘NZ IFRS’) and

International Financial Reporting Standards (‘IFRS’).

Basis for opinion We conducted our audit in accordance with International Standards on Auditing (‘ISAs’)

and International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities

under those standards are further described in the

Auditor’s Responsibilities for the Audit

of the Financial Statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

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 the International Ethics Standards Board for

Accountants’ International Code of Ethics for Professional Accountants (including

International Independence Standards), and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

Other than in our capacity as auditor, we have no relationship with or interests in the

Company or any of its subsidiaries, except that partners and employees of our firm deal

with the Company and its subsidiaries on normal terms within the ordinary course of

trading activities of the business of the Company and its subsidiaries.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most

significance in our audit of the financial statements of the current period. These matters

were addressed in the context of our audit of the financial statements as a whole, and in

forming our opinion thereon, and we do not provide a separate opinion on these

matters.



xxx


Independent Auditor’s Report

To the Shareholders of Foley Wines Limited

Opinion

We have audited the financial statements of Foley Wines Limited (the 'Company')

and its

subsidiaries (the ‘Group’), which comprise the statement of financial position as at 30

June 2023, and the income statement, statement of comprehensive income, statement

of changes in equity and statement of cash flows for the year then ended, and notes to

the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements, on pages 21 to 66, present fairly,

in all material respects, the financial position of the Group as at 30 June 2023, and its

financial performance and cash flows for the year then ended in accordance with New

Zealand Equivalents to International Financial Reporting Standards (‘NZ IFRS’) and

International Financial Reporting Standards (‘IFRS’).

Basis for opinion We conducted our audit in accordance with International Standards on Auditing (‘ISAs’)

and International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities

under those standards are further described in the

Auditor’s Responsibilities for the Audit

of the Financial Statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

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 the International Ethics Standards Board for

Accountants’ International Code of Ethics for Professional Accountants (including

International Independence Standards), and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

Other than in our capacity as auditor, we have no relationship with or interests in the

Company or any of its subsidiaries, except that partners and employees of our firm deal

with the Company and its subsidiaries on normal terms within the ordinary course of

trading activities of the business of the Company and its subsidiaries.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most

significance in our audit of the financial statements of the current period. These matters

were addressed in the context of our audit of the financial statements as a whole, and in

forming our opinion thereon, and we do not provide a separate opinion on these

matters.



xxx


Independent Auditor’s Report

To the Shareholders of Foley Wines Limited

Opinion

We have audited the financial statements of Foley Wines Limited (the 'Company') and its

subsidiaries (the ‘Group’), which comprise the statement of financial position as at 30

June 2023, and the income statement, statement of comprehensive income, statement

of changes in equity and statement of cash flows for the year then ended, and notes to

the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements, on pages 21 to 66, present fairly,

in all material respects, the financial position of the Group as at 30 June 2023, and its

financial performance and cash flows for the year then ended in accordance with New

Zealand Equivalents to International Financial Reporting Standards (‘NZ IFRS’) and

International Financial Reporting Standards (‘IFRS’).

Basis for opinion We conducted our audit in accordance with International Standards on Auditing (‘ISAs’)

and International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities

under those standards are further described in the

Auditor’s Responsibilities for the Audit

of the Financial Statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

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 the International Ethics Standards Board for

Accountants’ International Code of Ethics for Professional Accountants (including

International Independence Standards), and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

Other than in our capacity as auditor, we have no relationship with or interests in the

Company or any of its subsidiaries, except that partners and employees of our firm deal

with the Company and its subsidiaries on normal terms within the ordinary course of

trading activities of the business of the Company and its subsidiaries.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most

significance in our audit of the financial statements of the current period. These matters

were addressed in the context of our audit of the financial statements as a whole, and in

forming our opinion thereon, and we do not provide a separate opinion on these

matters.


6869

Corporate Governance
Statement



xxx


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 au

ditor’s report that includes our opinion. Reasonable assurance is

a high level of assurance, but is not a guarantee that an audit conducted in accordance

with ISAs and ISAs (NZ) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually

or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is

located on the External Reporting Board’s website at:

https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-

responsibilities/audit-report-1

This description forms part of our auditor’s report.

Restriction on use


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 resp

onsibility to anyone other than

the Company’s shareholders as a body, for our audit work, for this report, or for the

opinions we have formed.








Silvio Bruinsma, Partner

for Deloitte Limited

Auckland, New Zealand

23 August 2023



This audit report relates to the financial statements of Foley Wines Limited (the ‘Company’) for the year ended 30 June 2023 included on the

Company’s website. The Directors are responsible for the maintenance and integrity of the Company’s website. We have not been engaged to

report on the integrity of the Company’s website. We accept no responsibility for any changes that may have occurred to the financial

statements since they were initially presented on the website. The audit report refers only to the financial statements named above. It does not

provide an opinion on any other information which may have been hyperlinked to/from these financial statements. If readers of this report are

concerned with the inherent risks arising from electronic data communication they should refer to the published hard copy of the audited

financial statements and related audit report dated 23 August 2023 to confirm the information included in the audited financial statements

presented on this website.





xxx


Independent Auditor’s Report

To the Shareholders of Foley Wines Limited

Opinion

We have audited the financial statements of Foley Wines Limited (the 'Company') and its

subsidiaries (the ‘Group’), which comprise the statement of financial position as at 30

June 2023, and the income statement, statement of comprehensive income, statement

of changes in equity and statement of cash flows for the year then ended, and notes to

the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements, on pages 21 to 66, present fairly,

in all material respects, the financial position of the Group as at 30 June 2023, and its

financial performance and cash flows for the year then ended in accordance with New

Zealand Equivalents to International Financial Reporting Standards (‘NZ IFRS’) and

International Financial Reporting Standards (‘IFRS’).

Basis for opinion We conducted our audit in accordance with International Standards on Auditing (‘ISAs’)

and International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities

under those standards are further described in the

Auditor’s Responsibilities for the Audit

of the Financial Statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

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 the International Ethics Standards Board for

Accountants’ International Code of Ethics for Professional Accountants (including

International Independence Standards), and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

Other than in our capacity as auditor, we have no relationship with or interests in the

Company or any of its subsidiaries, except that partners and employees of our firm deal

with the Company and its subsidiaries on normal terms within the ordinary course of

trading activities of the business of the Company and its subsidiaries.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most

significance in our audit of the financial statements of the current period. These matters

were addressed in the context of our audit of the financial statements as a whole, and in

forming our opinion thereon, and we do not provide a separate opinion on these

matters.


71

FOLEY WINES LIMITED | ANNUAL REPORT 2023

70

Corporate Governance
Statement

(continued)

Corporate Governance

Statement

(continued)

For the year ended 30 June 2023For the year ended 30 June 2023

PRINCIPLE 2 – BOARD COMPOSITION & PERFORMANCE

“To ensure an effective board, there should be a balance of independence, skills, knowledge, experience

and perspectives.”

BOARD CHARTER

The Board operate under a written charter which sets out the respective roles, responsibilities, composition and structure

of the Board and senior management, and this is available on the Group’s website.

The Directors are responsible, collectively as the Board under its Chairman, for the success of FWL and are accountable

to shareholders for the Company’s overall ethical conduct, strategic development, annual performance and long-term

sustainable increase in shareholder value.

The Board exercises its powers on behalf of all Shareholders, except for those powers specifically required to be exercised

by Shareholders by law, the NZX Listing Rules or the FWL Constitution. Except for powers specifically reserved to the

Directors under the Companies Act or the Delegated Authorities Policy, the Board in turn delegates authorities to the

Chief Executive Officer (CEO), with sub-delegations to members of the Management Team, with the CEO (Executive

Director) responsible for the day-to-day management of the FWL business and delivering against the agreed strategic

plans, operating budgets and performance targets.

The Role of the Board is to provide the overall framework for governance, accountability, risk control and deliverability

of the strategic and operating plans. To do so the Board meets with management normally at approximately quarterly

intervals, and more frequently if warranted, otherwise contact shall occur via email or teleconference to ensure Directors

are fully apprised about key Company activities and issues.

The Chairman, on behalf of the Board, is the formal channel of communication to external stakeholders and to the CEO

who in turn has delegated responsibility for management and staff and for achieving agreed policies, business strategies,

operating plans and budgets. The CEO reports regularly to the Chairman on critical issues being faced by the Company,

as well as progress being made against strategic plans.

In addition to the foregoing, the Directors are responsible for preparing and providing to Shareholders the financial

statements, as prescribed in the Financial Reporting Act. These shall give a true and fair view of the financial (and

operational) state of affairs of FWL for the period, as portrayed in the Income Statement, Statement of Comprehensive

Income, Statement of Changes in Equity, Statement of Financial Position and Statement of Cash Flows. These financial

statements are unaudited for the half-year report but must be audited by the External Auditor for the full financial year

report ended 30th June.

The Board Charter is reviewed at least every two years and was last reviewed in August 2023.

DIRECTOR NOMINATION

The responsibility for identifying suitable candidates for recruitment to the Board, is undertaken by the Board, drawing

on advice from independent consultants as appropriate. Nominated candidates are assessed against a number of criteria

which include character, background, professional skills and experience, and their availability to commit to the role. The

Board also considers the Composition of the Board requirements contained in the Constitution and the NZX Listing Rules.

Under the Constitution there shall be a minimum of 3 Directors and the maximum number of Directors may be determined

from time to time by the Board, and unless so determined, is 8. The Board is therefore authorised to appoint one or

more additional Directors to fill a casual vacancy or to expand the Board for increased effectiveness or to help meet the

Company’s objectives.

This statement is designed to provide an overview for Shareholders to reflect the main governance policies and practices

adopted or followed during the financial year ended 30 June 2023 and has been approved by the Board. For further

information refer to the Company’s website (www.foleywines.co.nz).

The Board is committed to high standards of best practice corporate governance and ethical conduct as being integral to

overall business integrity and to delivery of long-term shareholder value.

Foley Wines Limited’s (FWL) shares are listed on the NZX Main Board. In this statement we disclose the extent to which

the Board believes that the Group’s policies and practices have complied with the NZX Corporate Governance Code

dated June 2022 (NZX Code), or where applicable, an explanation as to why a recommendation was not followed and any

alternative practice followed in lieu of the recommendation.

NZX CODE

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

The Board maintains a Code of Ethics Policy Statement, reviewed at least bi-annually, to underpin FWL’s vision and

values and expected standards of conduct for Directors and employees.

The Group expects its Directors and employees to act in the best interests of the Company, its Shareholders and stakeholders

and maintain the highest standards of honesty, integrity and ethical conduct in day to day behaviour and decision making.

They must be objective, apply skill and professional competence, and keep information that they obtain in their role

confidential.

New Directors and employees are provided with a copy of the Code of Ethics as part of the induction process and advised

that this is also available on the Group’s website. All Directors and employees must provide acknowledgement that they

have read and understood the content. When the Code is reviewed by the Board a copy of the revised Code is circulated

to all current employees as a reminder of its content.

The Code requires Directors and employees to promptly report material breaches of the Code and sets out a procedure

for doing so.

The Code was last reviewed by the Board in August 2023.

FINANCIAL PRODUCT DEALING POLICY

The Board maintains a Financial Product Dealing Policy that explains what processes are in place to manage the legal

and reputational risks associated with director and staff share trading to provide transparency about expectations and

requirements to protect them from the risk of breaching insider trading laws. In particular:

• directors and employees may not buy or sell FWL shares in the trading “black-out” periods set out in the Policy (these

periods occur prior to the release of FWL’s financial results to the market); and

• directors and employees must obtain consent from the Board to buy or sell FWL’s shares.

Training on the Policy is included as part of the induction process for new directors and employees and a copy of the Policy

is available on the Group’s website.

The Policy was last reviewed by the Board in August 2023.


Corporate Governance

Statement

7273

FOLEY WINES LIMITED | ANNUAL REPORT 2023FOLEY WINES LIMITED | ANNUAL REPORT 2023

Corporate Governance
Statement

(continued)

Corporate Governance

Statement

(continued)

For the year ended 30 June 2023For the year ended 30 June 2023

PRINCIPLE 2 – BOARD COMPOSITION & PERFORMANCE (Continued)

BOARD PERFORMANCE EVALUATION AND TRAINING

All Non-Executive Directors are expected to participate in performance reviews, particularly prior to the re-election of

a Non-Executive Director to the Board. The findings of the performance review process are used to identify, assess and

enhance Director competencies and to define characteristics or skills which should be sought in future Board candidates.

The Board undertakes a performance evaluation of the Board and its members bi-annually. Directors undertake appropriate

training to remain current on how best to perform their duties as directors of the Company.

PRINCIPLE 3 – BOARD COMMITTEES

“The Board should use committees where this will enhance its effectiveness in key areas, while still

retaining board responsibility.”

To enhance the effectiveness of the Board there is an Audit and Risk Committee. Due to the size of the Board all other

matters including Remuneration matters are considered by the full Board. The Board may establish an ad hoc Committee

at any appropriate time to consider a special issue.

The committees have their own charters setting out the objectives, composition, and responsibilities of the committee.

The Board will periodically review the charters. The Board Chairman may not be the Chairman of the Audit and Risk

Committee. A quorum shall be two Committee members, including the Committee Chairman. Any Director may attend

any Committee meeting as an observer if he/she so wishes. The Committee may request the CEO, Chief Financial Officer

and/or any Management Team member to attend.

AUDIT AND RISK COMMITTEE

The Audit and Risk Committee comprises of three Directors: Grant Graham (Chairman), Anthony Anselmi and Paul

Brock, and meets formally a minimum of two times during the financial year. The Board is of the opinion that sufficient

financial expertise and knowledge of the industry in which the Company operates is possessed by the members of the

Audit and Risk Committee. Details of the qualifications of the Audit and Risk Committee members are set out in Section

1 of the Statutory section of this Annual Report. The primary objective of the Audit and Risk Committee is to assist the

Board of Directors in fulfilling its responsibilities relating to annual reporting, tax planning and compliance, and risk

management practices.

TAKEOVER POLICY

The Takeover Policy sets out the procedure to be followed if there is a takeover offer for FWL. A copy of the Policy is

available on the Group’s website. This Policy is reviewed by the Board at least bi-annually or as required due to legislation

changes. It was last reviewed in August 2023.

PRINCIPLE 4 – REPORTING & DISCLOSURE

“The Board should demand integrity in financial and non-financial reporting, and in the timeliness and

balance of corporate disclosures.”

CONTINUOUS DISCLOSURE

FWL’s Continuous Disclosure Policy sets out FWL’s arrangements to ensure material information is identified, reported,

assessed and, where required, disclosed to the market in a timely manner. The Company is committed to providing

relevant and timely information to its shareholders and to the broader market, in accordance with its obligations under the

NZX Listing Rules.

PRINCIPLE 2 – BOARD COMPOSITION & PERFORMANCE (Continued)

DIRECTOR NOMINATION (CONTINUED)

Under the NZX Main Board Listing Rules a minimum of two Directors must be ordinarily resident in New Zealand and

one third of the Directors, and a minimum of two, must be independent, as defined in the NZX Listing Rules. The NZX

Code recommends that the Board consists of a majority of Independent Directors and that Board Chairman is either

independent or that the Board Chairman and the CEO are different people.

Directors are elected by shareholders at the first annual meeting after appointment. After that, at each annual meeting,

the NZX Listing Rules and the Company’s Constitution require Directors to retire after they have served three years

since their last election. Directors who have served for more than nine years on the Board shall retire annually. Retiring

Directors are eligible for re-election.

INDEPENDENCE

During the current financial year there were four Non-Executive Directors, three of which were independent, and one

Executive Director. Details of all Directors as at the date of this report, including their qualifications, length of service

and experience, independence and ownership interests, are shown in Section 1 of the Statutory Information section of this

Annual Report. The Board Chairman is a different person to the CEO.

In order to ensure that any “interest” of a Director in a particular matter to be considered by the Board are known by

each Director, the Company has developed protocols, consistent with obligations imposed by the Companies Act 1993, to

require each Director to disclose any relationships, duties or interests held that may give rise to a potential conflict.

WRITTEN AGREEMENT

The Company provides a letter of appointment to each newly appointed Director setting out the terms of their appointment.

The letter includes information regarding expected time commitments, the board’s responsibilities, remuneration,

independence requirements, disclosure requirements, confidentiality obligations, indemnity and insurance provisions,

intellectual property rights and cessation of appointment.

DIVERSITY

The Board maintains a Diversity and Inclusion Policy that provides a framework to embed and support a diverse workforce

and inclusive workplace environment. The Policy sets out how FWL will set measurable objectives for achieving diversity

and inclusion, and how it will assess its progress towards achieving these objectives. The Policy also sets out the diversity

and inclusion initiatives FWL currently has in place, together with the initiatives it is currently implementing. A copy of

the Policy is available on the Group’s website.

The Diversity and Inclusion scorecard as at 30 June 2023 was:

Board and Key Management Personnel:

Gender Diversity: At 30 June 2023 the Directors were all Male (5) (2022: Male 100% (5)) and the Key Management

Personnel were 67% Male (4) and 33% Female (2) (2022: Male 67% (2); Female 33% (1)).

For all employees at 30 June 2023 based on information provided by employees:

Gender Diversity: 47% were Male and 53% were Female (2022: Male 47%; Female 53%).

Ethnic Diversity: Ethnicity they identify with: European 79%; Maori 8%; Pacific 3%; Asian 5%; and Other 5% (2022:

European 83%; Maori 5%; Pacific 2%; Asian 4%; and Other 6%).

Age Breakdown: < 20 1%; 20-29 11%; 30-39 30%; 40-49 30%; 50-59 20%; 60-69 7%; 70-79 1% (2022: < 20 0%; 20-29

11%; 30-39 28%; 40-49 30%; 50-59 22%; 60-69 9%).

7475

FOLEY WINES LIMITED | ANNUAL REPORT 2023FOLEY WINES LIMITED | ANNUAL REPORT 2023

Corporate Governance
Statement

(continued)

Corporate Governance

Statement

(continued)

For the year ended 30 June 2023For the year ended 30 June 2023

PRINCIPLE 5 – REMUNERATION (Continued)

REMUNERATION – NON-EXECUTIVE DIRECTORS (CONTINUED)

The Board reviews annually and recommends to Shareholders any increase in Directors’ fees when profit performance

warrants. The criteria for reviewing Non-Executive Director remuneration includes obtaining advice from external

consultants, where appropriate, information on Board arrangements for other corporations of similar size and complexity,

and the review of current and expected workloads of non-executive Directors. The Board will continue to review its

remuneration strategies in relation to non-executive Directors from time to time, in line with general industry practice.

REMUNERATION POLICY

The purpose of the Remuneration Policy is to outline the principles and approach to remuneration for all employees and

Directors of FWL and to ensure the principles are fair, reasonable and aligned to FWL’s strategic goals.

The Group is committed to applying fair and equitable remuneration and reward practices in the workplace, taking

into account internal and external relativity, the commercial environment, the ability to achieve the Group’s business

objectives and the creation of Shareholder value. Under the Group’s remuneration practices, job size relative to the relevant

competitive market for talent, as well as individual performance against defined key performance objectives, are key

considerations in all remuneration-based decisions.

REMUNERATION – CEO (EXECUTIVE DIRECTOR) AND SENIOR EXECUTIVES

The criteria for reviewing the remuneration for senior executives includes, as appropriate, advice obtained from external

consultants, participation in independent surveys, specific market comparison of individual roles, and level of achievement

against business and personal objectives.

The total remuneration paid to the CEO/Executive Director for the year ended 30 June 2023 is disclosed in Section 3 of

the Statutory Information section of this Annual Report. The remuneration of the CEO comprises both a formal fixed

and variable performance component. Fixed remuneration includes a base salary, car allowance, car parking and a wine

allowance. CEO Mark Turnbull’s annual base salary for the year ended 30 June 2023 was $625,000 (2022: $550,000). A

formal short term incentive scheme was implemented from the year ended 30 June 2021 with a target of $275,000 based

on the achievement of predetermined operational targets (EBIT) and other performance objectives aligned with assessing

progress on executing the long-term strategy of the company. The target increased to $312,500 for year ended 30 June

2023. A maximum amount of $468,750 is payable for outstanding performance. During the year the Board approved a

bonus for performance and achievement of long-term strategic goals of $430,000 (2022: $400,000). There was no long-

term incentive scheme in place during the current or prior year.

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 is an acknowledged important factor in corporate governance. The Board is responsible for the Group’s

risk assessment, management and internal control and considers it has carried out a robust risk assessment process. The

Board has identified a number of risks in the Company’s operations that are commonly faced by other entities in the wine

industry. The Board and management of the Company believe they have taken all reasonable steps to manage and mitigate

those risks.

In viticulture the issues of weather, disease and pest control are an ongoing management activity. Viticultural techniques

are in place and in practice which the Board and Management considers effectively mitigate this risk.

PRINCIPLE 4 – REPORTING & DISCLOSURE (CONTINUED)

CONTINUOUS DISCLOSURE (CONTINUED)

It is the responsibility of the Board to monitor compliance with the Continuous Disclosure Policy. The Board considers at

each board meeting whether any information discussed at the meeting requires disclosure. The Policy is reviewed at least

annually and was last reviewed in August 2023. A copy of the Policy is available on the Group’s website.

CHARTERS AND POLICIES

The key corporate governance documents referred to in this Statement are available on the Group’s website.

FINANCIAL REPORTING

FWL is committed to ensuring integrity and timeliness in its financial reporting and in providing information to the

market and shareholders which reflects a considered view on its present and future prospects.

The Audit and Risk Committee oversees the quality and integrity of external financial reporting including the accuracy,

completeness and timeliness of financial statements, and ensuring the financial reporting is balanced, clear and objective.

It reviews annual and half year financial statements and makes recommendations to the Board concerning the application

of accounting policies and practices, areas of judgement, compliance with accounting standards, NZX and legal

requirements, and the results of the external audit.

NON-FINANCIAL REPORTING

The Group assesses its exposure to environmental, economic and social sustainability as part of the overall framework for

managing risk (see Principle 6 – Risk Management). The Group is committed to improving standards of environmental

performance to enable a more efficient and sustainable future. Accordingly, the Group follows longstanding practices

around management of environmental factors affecting the business, including strategies relating to water conservation,

viticulture management, sustainable wine growing practices and wetland preservation initiatives. Reporting on these

matters are included in the Director and CEO Report.

PRINCIPLE 5 – REMUNERATION

“The remuneration of directors and executives should be transparent, fair and reasonable.”

REMUNERATION – NON-EXECUTIVE DIRECTORS

Remuneration levels are set at competitive levels to attract and retain appropriately qualified and experienced Directors

taking in to account the responsibilities and time commitments provided by those Directors to the Company in discharging

their duties.

Directors’ fees are recommended to and confirmed by Shareholders’ resolution at an Annual Meeting. In accordance

with the Listing Rules the Shareholders approve the total aggregate amount of fees payable to all Directors as Directors’

fees, with the fee allocation to be determined by Directors. Currently the maximum aggregate amount of fees payable to

Directors is $240,000 per annum.

The Company’s policy is to pay all of its Directors in cash. The Directors fees paid during the year are shown in Section

3 of the Statutory Information section of this Annual Report.

7677

FOLEY WINES LIMITED | ANNUAL REPORT 2023FOLEY WINES LIMITED | ANNUAL REPORT 2023

Corporate Governance
Statement

(continued)

Corporate Governance

Statement

(continued)

For the year ended 30 June 2023For the year ended 30 June 2023

RINCIPLE 7 – AUDITORS (CONTINUED)

EXTERNAL AUDITOR (CONTINUED)

responsibility, the External Auditor shall have full access to all board papers and minutes and all financial and related

records. The Audit and Risk Committee routinely has time with the External Auditor without management present.

It is paramount the independence of The External Auditor is maintained for Shareholders’ benefit.

The Company invites the External Auditor to attend the Annual Meeting of Shareholders and they are available to answer

shareholder questions about the conduct of the audit and the preparation and content of the auditor’s report.

INTERNAL AUDIT

The underlying internal control and accounting and operational systems determine the accuracy of the financial

statements and results presented to the Board. The Group does not have an internal audit function. Procedures have been

established at the Board and executive management levels that are designed to safeguard the assets and interests of the

Company and ensure the integrity of reporting. The Board acknowledges that it is responsible for the overall internal

control framework but recognises that no cost-effective internal control system will preclude all errors and irregularities.

The Board has undertaken a risk review and considers that the Group have a sound system of internal control which is

operating effectively in all material respects in relation to financial reporting risk.

PRINCIPLE 8 – SHAREHOLDER RIGHTS & RELATIONS

“The Board should respect the rights of shareholders and foster constructive relationships with

shareholders that encourage them to engage with the issuer.”

INFORMATION FOR AND COMMUNICATION WITH SHAREHOLDERS

The Group is committed to communicating regularly with Shareholders in an open and transparent way. The Board aims to

ensure that all Shareholders are provided with all information necessary to assess the Group’s direction and performance.

To facilitate this general information flow, the Company maintains a comprehensive website including an investor section

(www.foleywines.co.nz). This contains the constitution, annual and half-yearly reports and financial statements, corporate

governance policies and documents, releases to the NZX or media and any presentations to third parties. Contact details

are provided on the website to allow shareholders to contact the Company. Shareholders are actively encouraged to

received communications from FWL and its Share Registrar electronically.

SHAREHOLDER RIGHTS

In accordance with the Companies Act 1993, FWL’s Constitution, and the NZX Listing Rules, the Group refers any major

decisions which may change the nature of FWL to Shareholders for approval at a Shareholders’ meeting.

Resolutions for which requisite Notice are given are voted upon by way of a poll and on the basis of one share, one vote.

There are no priority or special voting shares.

When the Group is seeking additional equity capital it will offer further equity securities to existing shareholders of

the same class on a pro-rata basis, and on no less favourable terms, before further equity securities are offered to other

investors.

NOTICE OF ANNUAL SHAREHOLDERS MEETING

The Group posts any Notices of Shareholder Meetings on its website as soon as these are available. The general practice

is to make these available not less than four weeks prior to the Shareholders’ meeting.

PRINCIPLE 6 – RISK MANAGEMENT (Continued)

Brand reputation and brand security is an identified risk that is the subject of ongoing surveillance, and techniques and

practices are in place which the Board and Management considers effectively mitigate this risk.

Supply Chain risk is monitored, and the Group has identified a range of suppliers operating in different jurisdictions to

mitigate the risk of the loss of a single supplier.

Grape supply - The quality and quantity of the grape harvest is dependent on seasonal climatic factors such as frosts,

rainfall, sunshine and temperature. Harsh adverse climatic conditions could affect the quality of grapes and hence

marketable quality of and prices received for the Company’s finished wines. To mitigate this risk the Group has diversified

and is further diversifying its grape supplies and vineyards throughout various regions across New Zealand. The Group

sources grapes from owned or leased vineyards as well as from contract growers.

Resource and Water Supply and Waste Disposal Consents – the Group can only operate with approved resource consents.

These have been obtained and are maintained for all of the Group’s winery sites. The Group ensures it holds water rights

for all foreseeable demands for the wineries and its owned and leased vineyards.

Technology risk, particularly in relation to hacking or illegal access and cyber-attacks, is an identified risk that is the

subject of ongoing surveillance, and techniques and practices are in place which the Board and Management considers

effectively mitigate this risk.

The senior management team regularly complete a risk assessment affecting the business and maintain a risk matrix which

is used to monitor and mitigate these risks. A risk matrix measures the impact of the risk and likelihood of occurrence

and outlines the practices and processes in place to address the identified risk. This is provided to the Audit and Risk

Committee and Board annually. The Group maintains insurance policies that it considers adequate to meet insurable risks

taking into consideration the size and nature of the Company’s business and risk profile.

HEALTH AND SAFETY

The Board has responsibility for ensuring the Company maintains a health and safety management system that meets

best practice standards to protect the health and safety of its employees and contractors engaged by the Company. The

Board maintains a Health and Safety Policy, reviewed annually, to underpin the Company’s commitment to providing a

safe working environment for its employees and contractors. The Board receives a monthly Workplace Health and Safety

Report from the Company’s Health and Safety Manager. The Health and Safety Policy was last reviewed in August 2023.

PRINCIPLE 7 – AUDITORS

“The board should ensure the quality and independence of the external audit process.”

EXTERNAL AUDITOR

The Audit and Risk Committee makes recommendations to the Board on the appointment and removal of the external

auditor. The Audit and Risk Committee ensures that the Key Audit Partner is changed at least every five years. The current

Lead Audit Partner Silvio Bruinsma was appointed in February 2020.

The Audit and Risk Committee is responsible to ensure the External Auditor’s independence is maintained so that financial

reporting is reliable and credible. The Audit and Risk Committee monitors the nature and extent of other services provided

by the external auditor, and the ratio of audit fees to non-audit fees, to ensure that those services are complementary to the

external audit and compatible with maintaining external audit independence.

The External Auditor is responsible for reviewing and making recommendations on these underlying control systems

to ensure they produce accurate and consistent reports on which Shareholders may rely and, to assist meeting this

7879

FOLEY WINES LIMITED | ANNUAL REPORT 2023FOLEY WINES LIMITED | ANNUAL REPORT 2023

Statutory
Information

(continued)

For the year ended 30 June 2023

Statutory

Information

1. DIRECTOR PROFILES

PAUL BROCK – INDEPENDENT CHAIRMAN – NON-EXECUTIVE INDEPENDENT DIRECTOR

Paul Brock was appointed to the Board with effect from 1 November 2018 and was appointed Deputy Chairman from

that date. Paul was appointed Chairman of the Board on 1 April 2023 following the resignation of William P Foley II as

Chairman of the Board on 31 March 2023.

Paul Brock was the Kiwibank Group Chief Executive from 2010-2017. He was Co-Founder of the bank which was launched

in 2002. As Group Chief Executive Paul led the Kiwibank Group through a period of rapid growth and diversification into

business banking, wealth management, insurance and asset finance. The bank is now a major player in the New Zealand

market with one in four New Zealanders holding an account with Kiwibank.

Paul has a strong background in governance, management, growth business development, brand development and

marketing. An extensive background in the financial services industry has also included senior management positions

with Westpac and Trust Bank. Paul has been Chairman of Gareth Morgan Investments Ltd and Kiwibank Investment

Management Ltd and the Massey University Business School Advisory Board. He has also been a Director of Kiwi

Insurance Ltd, New Zealand Home Loans Ltd, Kiwibank Custodial Services Ltd, AMP Home Loans Ltd, Kiwi Capital

Securities Ltd, Kiwi Capital Funding Ltd Kiwi Wealth Management Ltd and Cigna Life Insurance New Zealand Ltd.

Paul is currently Chair of the board of the New Zealand Story Group, a country reputation programme to enhance the New

Zealand brand and increase the benefits to New Zealand from export trade, Chair of Tourism New Zealand, Chair of the

Innovation Programme for Tourism Recovery, Chair of Chubb Life Insurance New Zealand and a Director of Southern

Sky Dairies Ltd. He is also a Council Member of Massey University.

Paul holds a Bachelors degree in Business Studies from Massey University.

ANTHONY ANSELMI O.B.E. – NON-EXECUTIVE INDEPENDENT DIRECTOR

Anthony Anselmi (Tony) was appointed to the Board in September 2012 and is a member of the Audit and Risk Committee.

Tony’s business career began in footwear retail in his late teens, and today the family-owned business of which Tony is a

director owns and operates retail stores throughout New Zealand and in the State of Victoria, Australia. Tony developed

a manufacturing plant in Te Kuiti which supplied footwear to retailer throughout New Zealand. The land containing the

factory buildings is now being redeveloped by Tony, into a new housing precinct. Tony has had considerable experience

in farmland development and dry stock and dairy farming. Tony was a director of the State-Owned Enterprise Forestry

Corporation until it was sold by the Government and Inframax a Local Authority Trading Enterprise. He was for a period

Chairman of the New Zealand Footwear Manufacturers Federation and the King Country Regional Development Council.

Tony has invested with Bill Foley in Foley Holdings New Zealand since 2009.

Statutory Information

81

FOLEY WINES LIMITED | ANNUAL REPORT 2023

80

FOLEY WINES LIMITED | ANNUAL REPORT 2023

Statutory
Information

(continued)

Statutory

Information

(continued)

For the year ended 30 June 2023For the year ended 30 June 2023

2. INTEREST REGISTERS

The following entries were recorded in the Directors’ interest register of the Company during the year:

SHARE DEALINGS IN THE SHARES OF FOLEY WINES LIMITED

There were no share transactions during the year (2022: Nil).

SHARE DEALINGS IN THE SHARES OF FOLEY WINES LIMITED SUBSIDIARY COMPANIES

There were no share transactions during the year (2022: Nil).

20232022

$’000$’000

TRANSACTIONS

Certain Directors have interests in contracts with Foley Wines Limited.

AM Turnbull (Lighthouse Distillery Ltd – purchase of Spirits for resale)139105

AM Turnbull (Lighthouse Distillery Ltd – sales commission – direct spirit sales)171–

AM Turnbull (Lighthouse Distillery Ltd – charges from FWL for labour, rent, electricity

and administration)8362

LOANS TO DIRECTORS

No loans to directors were authorised during the year.

INDEMNITY AND INSURANCE

The Directors’ and Officers’ liability insurance is held to cover risks normally covered by such policies arising out of acts

or omissions of directors and employees in their capacity as such except for specific matters which are expressly excluded.

3. DIRECTORS REMUNERATION AND MEETING ATTENDANCE REGISTER

Directors of the Company during the year and remuneration and other benefits paid to directors by the Company were as

follows:

20232022

$’000$’000

DIRECTORS’ FEES

WP Foley II5270

A J Anselmi5050

PR Brock6560

GR Graham6060

RP Foley II13–

REMUNERATION AND OTHER BENEFITS

AM Turnbull was a Director and the Chief Executive Officer during the year and as such did not receive Director’s Fees.

Remuneration and other benefits paid to Executive Directors during the year was $1,105,000 (2022: $978,000). The

remuneration for the current year included a base salary of $625,000 (2022: $550,000) and a bonus approved by the Board

under the short-term incentive scheme of $430,000 (2022: $400,000). There was no long-term incentive scheme in place

during the year.

1. DIRECTOR PROFILES (CONTINUED)

GRANT GRAHAM – NON-EXECUTIVE INDEPENDENT DIRECTOR

Grant Graham was appointed to the Board with effect from 1 February 2019 and as Chair of the Board Audit and Risk

Committee. Grant is Chair of advisory and investment firm Calibre Partners with a strong background in corporate

finance and advisory in valuation and restructuring.

Grant has a Bachelor of Commerce and is a Chartered Accountant with Chartered Accountants Australia New Zealand

(CAANZ) holding a Certificate of Public Practice and CAANZ Licensed Insolvency Practitioner status. Grant is a

member of the Institute of Directors in New Zealand.

Grant’s other current roles include Sleepyhead Group (Director), Phoenix Metal Recyclers (Chair), Anglican Trust Board

(Chair), Blues Rugby (Director), Auckland Grammar School (Trustee).

ROBERT P FOLEY II – NON-EXECUTIVE DIRECTOR

Robert P Foley II was appointed to the Board on 1 April 2023 following the retirement from the Board of his father

William P Foley II. Robert Foley is currently the CEO for the Henderson Silver Knights ice hockey club as well as

President of Foley Family Farms which currently farms 5,000 acres of vineyards across California and Oregon. Robert’s

professional career began in 2010 at Chalk Hill Winery in Sonoma California in the hospitality department and cellar

door. In 2014 he transitioned to a regional beverage distributor, Epic Wines and Spirits, as a brand manager before moving

to Las Vegas Nevada in 2016 to join the hockey operations department with the NHL expansion franchise Vegas Golden

Knights. Robert works closely with the management team of Wharekauhau Country Estate located near Palliser Bay NZ.

Robert has a Bachelor of Business Administration degree from Chapman University.

ANTONY MARK TURNBULL – CEO (EXECUTIVE DIRECTOR)

Antony Mark Turnbull (Mark) was appointed Chief Executive Officer and Director of the Company in September 2012.

Mark’s career started as an accountant with Ernst and Young, then for the next 18 years was Managing Partner of the brand

consultancy Designworks. Mark was Chairman of the New Zealand Wine Fund when it was acquired by Foley Family

Wines in 2009. In 2011 Mark had a sabbatical year and attended London Business School where he completed a Masters

of Science in Leadership and Strategy with Distinction. Mark is a Chartered Accountant with Chartered Accountants

Australia and New Zealand.

8283

FOLEY WINES LIMITED | ANNUAL REPORT 2023FOLEY WINES LIMITED | ANNUAL REPORT 2023

Statutory
Information

(continued)

Statutory

Information

(continued)

For the year ended 30 June 2023For the year ended 30 June 2023

6. SHAREHOLDER BREAKDOWN

Number of Total shares % of share

Shareholding as at 30 June 2023shareholdersheldCommittee

1-1,000603212, 4 8 00.32%

1,001-5,000311872,6311.33%

5,001-10,0001361,035,0891. 57%

10,001-50,0001292, 678 ,9814.08%

50,001-100,000171,152, 8701. 75%

100,000+2359,784,09790.95%

1, 2196 5, 736 ,14 8100.00%

7. DIRECTORS’ SHAREHOLDING

As at 30 June 2023 Directors held the following direct interests in the Company.

WP Foley – Individually and with CJ Foley held a direct interest in Foley Wines Limited (FWL) of 62.1% through his

shareholding in Foley Family Wines Holdings, Inc. (FFWHI), the ultimate parent of Foley Holdings New Zealand Limited

(FHNZL) which is the New Zealand based parent company and majority shareholder of FWL, through his shareholding in

FHNZL and through the ownership of 8,981,487 ordinary FWL shares (2022: 61.6%). This interest was 65.3% including

the shares to be issued under the Convertible Note (note 14) (2022: 64.7%).

AJ Anselmi – held a direct interest in FWL of 1.7% through his shareholding in FHNZL (2022: 1.7%). This interest was

1.8% including the shares to be issued under the Convertible Note (note 14) (2022: 1.8%).

AM Turnbull – held a direct interest in FWL of 1.2% (2022: 1.2%) through his shareholding in FHNZL (1.15%; 2022:

1.15%) and through the ownership of 60,347 ordinary FWL shares (0.09%; 2022: 0.09%). This interest was 1.3% including

the shares to be issued under the Convertible Note (note 14) (2022: 1.3%).

3. DIRECTORS REMUNERATION AND MEETING ATTENDANCE REGISTER

(CONTINUED)

MEETING ATTENDANCE REGISTER

The attendance of Directors of the Company at Board meetings and Board Audit and Risk Committee meetings were as

follows:

20232022

2023Audit & Risk2022Audit & Risk

BoardCommitteeBoardCommittee

WP Foley II2 / 4N/A5 / 6N/A

A J Anselmi5 / 53 / 36 / 63 / 3

PR Brock5 / 53 / 36 / 63 / 3

GR Graham5 / 53 / 36 / 63 / 3

AM Turnbull5 / 53 / 36 / 63 / 3

RP Foley II0 / 1N/AN/AN/A

4. EMPLOYEES’ REMUNERATION

Section 211(1)(g) of the Companies Act 1993 required disclosure of remuneration and other benefits, including redundancy

and other payments made on termination of employment, in excess of $100,000 per year, paid by the Company or any of

its subsidiaries worldwide to any employees who are not Directors of the Company:

Number of Employees

$11 0 , 0 0 0 – $119, 9 9 92

$120 ,0 0 0 –$129,9 9 91

$130,0 0 0 –$139,9 9 95

$140,000–$149,9991

$150,0 0 0 –$159,9 9 91

$16 0,0 0 0 –$169,9 9 91

$190,000–$199,9991

$200,000–$209,9991

$230,000–$239,9991

$310 ,0 0 0 – $319,9 9 91

$320,000–$329,9991

5. DONATIONS

Foley Wines Limited made no cash donations during the year (2022: $Nil).

8485

FOLEY WINES LIMITED | ANNUAL REPORT 2023FOLEY WINES LIMITED | ANNUAL REPORT 2023

For the year ended 30 June 2023
Statutory

Information

(continued)

For the year ended 30 June 2023

8. 20 LARGEST REGISTERED HOLDERS

Ordinary% of share

Ordinary shares held at 30 June 2023:shares heldcapital

Foley Holdings New Zealand Limited *34,708,79652.80%

WP Foley II & CJ Foley *8 ,981, 4 8713.66%

National Nominees New Zealand Limited on behalf of Milford Asset

Management Limited *3,792,5535.77%

Accident Compensation Corporation2, 4 6 6 ,1233.75%

Lion NZ Limited2,027,0273.08%

New Zealand Permanent Trustees Limited - NZCSD958,0001. 46%

Alfa Lea Horticulture Limited903,3301.37%

Sky Hill Limited885,9221.35%

JP Morgan Chase Bank NA NZ Branch – Segregated Clients Acct - NZCSD773,0951.18%

Custodial Services Limited553,7330.84%

NZ Depository Nominee Limited383,7990.58%

Public Trust RIF Nominees Limited - NZCSD3 4 3,1250.52%

JD Croft322,3880.49%

Phaben Holdings Limited320,0 010.49%

MG Fairhall2 9 5 ,1160.45%

FNZ Custodians Limited242,4990.37%

Hannah Laurenson236 , 5130.36%

Kynance Holdings Limited215,9 240.33%

CM & BW Doig198, 7940.30%

Orchard Investments P/S Account160,0000.24%

Sub-total58,768,22589. 39 %

Others (1,219 Shareholders)6,967,92310 . 61%

TOTAL6 5, 736 ,14 8100.00%

* These shareholders are substantial product holders as defined in Section 274 of Sub-part 5 of Part 5 of the Financial

Markets Conduct Act 2013 as they have a substantial holding in the Company.

9. NZX WAIVERS

No waivers were granted in the current or prior year.

10. SHAREHOLDER INFORMATION

August 2023 Annual Report Published

November 2023 Annual Shareholders Meeting

DIRECTORS:

WP Foley, II (Chairman until 31 March 2023)

PR Brock (Chairman from 1 April 2023; Deputy Chairman)

AJ Anselmi

GR Graham

RP Foley, II (from 1 April 2023)

AM Turnbull (CEO)

HEAD OFFICE ADDRESS:

13 Waihopai Valley Road

RD6, Blenheim, 7276, Marlborough, New Zealand

Telephone +64 3 572 8200

Facsimile +64 3 572 8211

POSTAL ADDRESS:

PO Box 67, Renwick 7243, Marlborough, New Zealand

EMAIL:

info@foleywines.co.nz

WEBSITES:

www.foleywines.co.nz

www.grovemill.co.nz

www.vavasour.com

www.tekairanga.com

www.martinborough-vineyard.co.nz

www.mtdifficulty.nz

www.lighthousegin.co.nz

NATURE OF BUSINESS:

Production and distribution of wine

AUDITORS:

Deloitte Limited, Auckland

SOLICITORS:

Bell Gully, Auckland

Jennifer Mills & Associates, Auckland

BANKERS:

Bank of New Zealand, Auckland

REGISTRATION NO.

307139

REGISTERED OFFICE:

13 Waihopai Valley Road, RD6 Blenheim 7276, Marlborough, New Zealand

SHARE REGISTRAR:

Link Market Services Limited

Level 30, PwC Tower, 15 Customs Street West, Auckland 1010

PO Box 91976, Auckland 1142

Telephone +64 9 375 5998

Email: enquiries@linkmarketservices.com

(please quote CSN or shareholder number)

Website for shareholders to change address or payment instructions or view

investment portfolio: www.linkmarketservices.co.nz

SHARE TRADING:

NZX – NZSX Market

Security Code “FWL”

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87

FOLEY WINES LIMITED | ANNUAL REPORT 2023

86

FOLEY WINES LIMITED | ANNUAL REPORT 2023

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RECORD YEAR AND INVESTING FOR THE FUTURE

THURSDAY, AUGUST 24 2023 – Foley Wines reports record case sales and operating profit in the Company’s

Annual Report to June 2023, published to the New Zealand Stock Exchange today.


OVERVIEW

Bottled Sales Revenue $62,281,000 (+ 13.8%)

Case Sales 584,000 (+ 11.2%)

Operating Earnings $10,216,000 (+ 31.2%)

Net Profit After Tax $6,342,000 (+ 2.4%)

Operating EBITDA $20,285,000 (+ 30%)


Foley Wines CEO Mark Turnbull said, “The 2023 year was a record for the Company and reflected the work

done in building the brands, the continued focus on producing high quality wine and building quality routes to

market. At our ASM last year we outlined our goal of an operating profit before tax of $10m. Achieving this

against an increasingly challenging world economy and very high interest rates was very satisfying,” said

Turnbull.


The Company also completed major capital expenditure programmes that will lead to the ability to process more

wine with the Grove Mill winery capacity increased to 4,000 tonnes, significant investment in both vineyard

productivity and capacity and the completion of The Runholder in Martinborough.


Comprising a 100 person restaurant across casual and formal dining spaces, a tasting room, cellar door, viewing

and dining terraces, private dining room and distillery, The Runholder is the brand home of Te Kairanga,

Martinborough Vineyard and Lighthouse Gin.


In addition to the hospitality spaces, the building provides key operational facilities including gin bottling,

warehousing and a subterranean barrel hall which has capacity for 1,300 barrels and has been operational for the

past two vintages. A custom built CARL still will provide much greater gin production capacity, while floor to

ceiling windows position its craftmanship as a striking display for visitors to discover the distilling process.


“We expect The Runholder to be an important contributor both in terms of profit and the effect a strong

“spiritual home” will have on brand awareness locally and globally,” said Turnbull.


The Company reports its harvest was down 12% on the prior year. Turnbull said, “The team in Martinborough

had a real challenge dealing with a very wet summer but they worked tirelessly in very trying conditions to

achieve the best outcome.


“During the year we also received strong recognition of quality from some of the world’s most respected and

influential industry commentators. This was particularly pleasing given the challenges of the 2022 growing

season and is testament to the team’s skill in the vineyards, wineries and distillery,” said Turnbull.


The Company also reports that no final dividend will be paid for the year ended 30 June 2023. “The Directors

appreciate that this will be disappointing to Shareholders however the necessary capital spend during the year of

$6.2m on The Runholder and $3.2m to increase Grove Mill’s processing capacity means that, while not a cash

return this year, Shareholders will benefit from a balance sheet improved by hard assets that will create enduring

revenue streams in future years. To pay a dividend on top of these capital spends would necessarily expose the

business to additional debt at a time of extremely high costs of borrowing.


“The Company is pleased to report record case sales and operating profit. We’ve worked to build an exceptional

wine portfolio, with ‘blue chip’ routes to market based on a clear premiumisation strategy. However, the

headwinds talked about last year are very much here. High interest rates are affecting consumers globally and

economic conditions in most markets are seeing the impact. Notwithstanding, the Company is in good shape and

continues its strong growth and investment for the future,” said Turnbull.


– END –

Authorised for public release.

For further information please contact:

Mark Turnbull

CEO, Foley Wines Limited

PO Box 67, Renwick, 7243, Marlborough

Tel: +64 21 714 885

Email: mark@foleywines.co.nz



Notes to Editors:


Foley Wines is a collection of iconic wineries and brands from New Zealand’s most acclaimed wine regions. Each

with a unique story of New Zealand to tell, our wineries are linked by a common unrelenting purpose; to make

great wine that people love to drink around the world – made by land & hand.


Our ambition is to be New Zealand’s most revered wine group. With a portfolio of exceptional quality wines and

our deep belief in building enduring partnerships, we are able to satisfy the most discerning retailers and restaurants

at home and around the world.


Established in 1988 as Grove Mill Wine Company Ltd, the company merged with Foley Family Wines NZ Limited

in September 2012. The Company listed on the NZAX Board of the NZ Stock Exchange when this was first

established in November 2003 and migrated to the NZX Main Board and changed its name to Foley Wines Limited

(ticker code FWL) on 3 December 2018. Foley Wines’ major shareholder is Bill Foley who is a major investor in

the US wine industry.


Foley Wines owns Martinborough Vineyard, Te Kairanga and the Lighthouse Gin brand in Martinborough, Grove

Mill and Vavasour in Marlborough, and Mt Difficulty in Central Otago.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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