ANNUAL
REPORT
2021
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Corporate Directory
Directors
Reg Weine (Non-executive Chairman)
Chantale Millard (Chief Executive Officer/Executive Director)
(Appointed Managing Director on 2 August 2021)
Maggie Beer AM (Non-executive Director)
Tom Kiing (Non-executive Director)
Hugh Robertson (Non-executive Director)
“Our group now has four
premium Australian brands
and established a scalable
digital e-commerce platform to
spearhead our future growth.”
- REG WEI NE, CH AIRMAN
Company Secretary
Sophie Karzis
Registered office
2 Keith Street,
Tanunda, SA 5352
Tel: +61 8 7004 1307
Fax: +61 8 9077 9233
Principal place of business
2 Keith Street,
Tanunda, SA 5352
Tel: +61 8 7004 1307
Fax: +61 8 9077 9233
Share register
Boardroom Pty Limited
Level 12, 225 George Street, Sydney NSW 2000
GPO Box 3993, Sydney NSW 2001
Tel: 1300 737 760
Fax: 1300 653 459
Auditor
PricewaterhouseCoopers
Level 19/2 Riverside Quay
Southbank, VIC 3006
Stock exchange listing
Maggie Beer Holdings Ltd shares are listed on the
Australian Securities Exchange (ASX code: MBH)
Website
www.maggiebeerholdings.com.au
Corporate Governance
The company’s Corporate Governance charters are
located on the company’s website at the following link:
www.maggiebeerholdings.com.au/investors/corporate-governance/
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MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021
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Our Brands
S H ARE OUR PA SSION OF MAKING AND CURATING Q UALITY, PREMIUM AUSTRALIAN
F OO D & BEVERAGE PRODUCTS, WITH THE FINES T INGREDIENTS.
Maggie Beer Holdings proudly represents four premium Australian brands, all with a passion for providing exceptional food
and beverage products. Our brands use Australian ingredients wherever possible, generating support for local farmers,
growers, their families and communities. Now with a substantial e-commerce presence, we connect with an ever-expanding
consumer base, giving us a clear path to sustained growth.
Maggie Beer Products, Hampers and Gifts Australia, Paris Creek Farms and Saint David Dairy are all committed to making
and providing innovative products, meeting consumer demand for high quality, nutritious, convenient and indulgent food,
beverage and gifting products.
All four brands resonate strongly with Australian consumers who are increasingly looking for premium products that strive to
support local.
Maggie Beer Products
Maggie Beer Products is an iconic brand that bases its reputation on
Maggie’s own philosophy of using superior in season ingredients, to
produce premium cooking, entertaining, gifting and indulgent products,
for the domestic and international markets. Flavour always comes first!
Paris Creek Farms
Paris Creek Farms is a leading Australian bio-dynamic organic dairy processing
and manufacturing company. For more than 30 years, it has created a wide range
of natural dairy products in the most sustainable way, and its award-winning
dairy products are sold and loved in both domestic and international markets.
Saint David Dairy
Saint David Dairy is inner-Melbourne’s only premium micro-dairy. Loved
by baristas, restaurateurs and consumers alike, its ever-growing appeal
comes from its community roots, local dairy and its superior tasting dairy
products. Based in Fitzroy, St David Dairy delivers the flavour of artisanal
crafted produce into the hands of the community – real milk, real local.
Hampers and Gifts Australia
Hampers and Gifts Australia is home to two leading e-commerce brands: The
Hamper Emporium and Gifts Australia. These two premier e-commerce platforms
specialise in providing premium, luxury hampers as well as personalised,
beautiful and thoughtful gifts. Offering a unique selection of premium quality
food, beverage and gifting items, these businesses are two of Australia’s most
sought after and trusted online destinations for beautiful gifts for any occasion.
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“The group performed
strongly returning a positive
net profit after tax.”
- REG WEINE, CH A IRMA N
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Contents
Corporate Directory
Letter from the Chairman
Letter from the CEO and Managing Director
Operations Report
Risk Statement
Directors’ Report
Auditor’s Independence Declaration
Statement of Profit or Loss and
Other Comprehensive Income
Statement of Financial Position
Statement of Changes in Equity
Statement of Cash Flows
Notes to the Financial Statements
Directors’ Declaration
Independent Auditor’s Report
2021 Additional Securities Exchange Information
Our mission is to match the
evolving needs of consumers,
by providing innovative food,
beverage and gifting products
of the highest quality, that match
people’s ever-changing shopping
habits and lifestyles.
Maggie Beer Holdings Ltd
ABN 69 092 817 171
Annual Report - 30 June 2021
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“
“The group had net sales
growth of 18.8% year on
year underpinned by
23% net sales growth in
Maggie Beer Products.”
- REG WEINE, C HA IRMA N
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7
Letter from
the Chairman
R EG W E INE
CH A IRMA N
Dear Shareholders
The 2021 financial year was a pivotal year for Maggie Beer
Holdings Ltd (MBH). The group achieved a positive net
profit, reflecting the underlying strength of our premium
brands, diversified business model, tight cost control
and focus on continuous improvement and innovation.
Reflecting the strength of our brands, these results were
achieved through a period of unprecedented challenges
brought on by the evolving global COVID-19 pandemic.
During this ongoing crisis, employee safety and wellbeing
remained our primary concern and I’m pleased to say our
operations in all States continued to operate well under the
COVID Safe Plans and restrictions the group put in place.
Group net sales increased 18.8% year on year underpinned
by 23% growth in Maggie Beer Products (MBP). We
continue to benefit from the consumer shift to on-line
purchasing through growth in our Maggie Beer Food
Club and our direct-to-consumer channel, with MBP’s
e-commerce sales increasing 103% year on year. Group
revenue was up 18.1% to $53.8 million in FY21, and trading
EBITDA was $3.1 million, a 177% increase on FY20.
In March 2021, we announced the acquisition of the
category leading premium hamper e-commerce
business – Hampers and Gifts Australia (HGA). We
warmly welcome all the talented HGA employees to the
Maggie Beer Holdings family and we are delighted to
have the HGA vendors become shareholders of MBH.
Having completed the acquisition in May 2021, we
have already integrated the business and commenced
generating synergies. HGA is a high growth, high margin
e-commerce business, achieving unaudited net sales
growth of 98% last year to $36 million and delivering
an unaudited full year trading EBITDA of $9 million.
Consistent with our growth strategy, the successful
HGA acquisition has created a large scale, premium
branded direct-to-consumer business, that leverages
and strengthens our core MBP business.
This highly complementary acquisition has significantly
increased our digital marketing and direct-to-
consumer logistics capability, as well as enhancing
our new product development process.
Most importantly it has accelerated our customer
penetration and reach, with combined HGA
and MBP e-commerce sales in FY22 forecast to
represent more than 40% of group net sales.
Once again, our Melbourne based St David Dairy
business was more impacted than our other businesses
by the COVID-19 disruption to the foodservice and
hospitality sectors. Despite this, customer growth
achieved in the speciality retail channel, appointment
of new distributors, and increased sales of yoghurt and
plant-based milk, saw the business finish the year with
10% revenue growth, which was a very pleasing result.
Our Paris Creek Farms business finished FY21 with net
sales increase of 3.5 % on last year, reflecting the re-
alignment of our private label business. We continue to
reposition the portfolio and better balance the basket of
dairy products that we manufacture at Paris Creek, and
we have had some recent success with additional ranging
of our new Greek yogurt range. We are part way through
the strategic review of the business that we announced
in May, in an effort to unlock greater shareholder value.
Maggie Beer Holdings has a strong balance sheet,
is profitable and is cashflow positive. With the recent
addition of a category leading e-commerce business
and best in class e-commerce capability, power brands,
and a strong pipeline of innovative new products,
Maggie Beer Holdings remains uniquely positioned
for sustained growth in revenue and earnings.
On behalf of the Board, I would like to thank all
stakeholders including employees, customers, suppliers,
and our shareholders for their continued support.
I very much look forward to welcoming you at
the Annual General Meeting in October.
Reg Weine
Chairman
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CEO & Managing
Director’s Report
C HANTALE M ILLAR D
CEO & MA NA GI NG DIREC TOR
Dear Shareholders,
It has been a privilege to lead the Maggie Beer Holdings
group (MBH) through FY21, a year that has seen us well and
truly shift from “fix it” mode to “growth” mode and successfully
create the foundations for sustained future growth.
The past 12 months wasn’t without its challenges, with the
global COVID-19 pandemic continuing to cause disruption
and lockdowns impacting all four businesses to varying
degrees. However, all our businesses continued to show
resilience, with good diversification and management plans
in place, and most importantly all our people were kept
safe and well.
FY21 delivered a strong financial performance across all
key metrics
The group performed strongly over the past 12 months,
achieving:
n net sales of $52.9 million, up 18.8% on FY20 (including
Hampers and Gifts Australia from 21 May 2021)
n trading EBITDA of $3.1 million, up 177% on FY20
n a positive net profit after tax of $1.9 million, compared
to a net loss after tax of $14.8 million in FY20 (included
$12.1 million impairment for Paris Creek Farms)
In addition, MBH has a strong balance sheet, with
$13.5 million in cash at 30 June 2021 and $3 million in
undrawn debt facilities, so it is well positioned to fund the
growth ahead.
The Group recognised carried forward tax losses in FY21 of
$4.3m and expects to be able to gain further cash benefit
from utilising its remaining tax losses in future years.
In terms of growth, FY21 was abundant with opportunity,
with Maggie Beer Products (MBP) growing its retail and
e-commerce businesses, the launch of new products across
the group, and the successful acquisition of Hampers and
Gifts Australia.
Acquisition of Hampers and Gifts Australia fast tracks
direct to consumer and e-commerce growth
With improved investor confidence, the group completed
the purchase of the highly complementary premium
e-commerce business, Hampers and Gifts Australia (HGA)
on 21 May 2021. This exciting addition fast tracks MBH’s
key strategic goals of growing its direct to consumer and
e-commerce business and diversifying revenue beyond the
retail sector.
HGA is an impressive addition, with high gross margins,
strong cash generation and excellent EBITDA contribution.
The HGA business had 98% net sales growth in FY21
compared to FY20, and importantly Q4 FY21 grew 26% on
Q4 FY20, even with Q4 FY20 including the height of the
COVID-19 pandemic uplift. HGA’s unaudited results for
FY21 were net sales of $36 million and trading EBITDA of
$9.4 million.
Pleasingly the integration of HGA into the group is now
complete, with the MBP e-commerce business relocated
to Sydney and HGA taking over the management of MBP’s
digital marketing. HGA has successfully implemented a
new ERP system to give greater insight into operations and
allow group synergies. HGA will include over 10 of MBP’s
products in its hamper range over Christmas and HGA
have also assisted in creating 16 new hampers for MBP,
including exclusive new products developed together by
the two businesses. The cultural alignment of HGA with the
group is excellent and has been the key to the speed of the
successful integration.
HGA’s inhouse digital marketing expertise, e-commerce,
logistics and customer value proposition, combined with
MBP’s operational expertise and premium food range,
provide the platform for the ongoing growth of our
e-commerce businesses.
Maggie Beer Products was the driver of the group’s
growth in FY21
MBP’s net sales grew by 23% to $25.6 million, with the
key categories of cheese, cooking stocks, fruit paste and
pate all experiencing good growth. MBP’s e-commerce
business delivered exceptional growth of 103%.
The love for the Maggie Beer brand continues to grow and
there are now over 6.7 million views of our “Cooking with
Maggie” series, an increase in the Maggie Beer Food Club
membership to 65k and over 2 million visitors to its website
in FY21. The new, combined digital marketing power of
MBP and HGA will allow us to increase conversions and
sales from our highly engaged customer base.
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Large consumer base supports e-commerce growth
The future is bright
With people’s shopping habits appearing to be
permanently changed from COVID-19, we are seeing
continuing growth from both the MBP and the HGA
e-commerce businesses, and with a combined audience of
over 690k from our data bases and social media platforms,
we now have a large e-commerce business with a large
consumer base to continue our growth trajectory.
Consumers are choosing premium Australian brands
Our core retail business has also experienced excellent
growth, with people continuing to choose to buy Australian
premium dairy, cooking and entertaining products as part
of their weekly shop. This is highlighted by the upcoming
August 2021 launch of a range of 100% Natural Finishing
Sauces and Bone Broths nationally for MBP, which are a
great addition to its existing convenient at home, premium
cooking range.
Paris Creek Farms progressing well
We continue to review the future strategy for Paris Creek
Farms, with an ongoing focus on returning the business to
profitability and increasing value, with a reset cost base and
launch of its new Greek Yogurt range in late Q4 FY21. In
FY21 net sales (excluding intercompany sales) grew by 3.5%
year on year and the business reduced its trading EBITDA
loss substantially to $0.27 million. In Q4FY21, Paris Creek
Farms conducted a review of its private label business and
elected to no longer do an unprofitable white milk contract,
which did impact overhead factory recoveries, and our Q4
FY21 result. However, as the business focuses and grows its
branded business, it will be better positioned going forward.
We continue to have a strong milk pool, with great
relationships with our loyal Bio-dynamic Organic dairy
farmers, who are positioned to grow with the business.
St David Dairy continues to grow
St David Dairy’s net sales increased by 10% year on year,
despite continued lockdowns in Victoria due to COVID-
19. The business continued to pivot further into retail, with
approximately 25% of its revenue now from the retail sector.
The business has also signed on two new distributors to
service the Mornington Peninsula/Gippsland and Ballarat/
Bellarine Peninsula regions which are growing well.
Consumer loyalty to its brand, the launch of a new soft
cheese range and the business’ ability to pivot into new
markets has seen it continue to remain profitable and
cashflow positive, as well as maintain sales growth and a
solid EBITDA in FY21.
MBH’s house of premium brands resonate strongly with
Australian consumers who are more discerning than ever
and are looking to buy locally sourced high-quality products.
Following the purchase of HGA, the group now has a
strong e-commerce business that will accelerate growth,
while leveraging its manufacturing operations.
FY22 will see MBH continue to grow its retail grocery
businesses, with new product launches and investments
in marketing and key people, whilst also accelerating the
growth of its e-commerce business with the addition of HGA
to the group. The opportunities are many, with the group
transformed and with a very clear path for sustained growth.
We are excited about the future of the group, as we push
towards group revenue of $100 million over the next 12
months and look forward to rewarding our shareholders
whilst providing continued innovation to our customers
and support to our local suppliers and the communities
in which we operate. Thank you to our shareholders for
their continued belief and support in the group and a huge
thank you to all of the MBH teams, for their hard work and
dedication to achieve this great result.
Chantale Millard
CEO and Managing Director
“
“We are looking forward
to FY22, with the exciting
growth prospects of the
group’s combined e-commerce
and retail businesses.”
- CH ANTALE MI LLARD,
CEO & MANAGING DIRECTOR
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“
“The group continues to
capitalise on opportunities
for growth and creating long
term value for shareholders.”
- CHANTALE MILLA RD,
CEO & MANAGING DIREC TO R
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Operations Report
Financial Performance
In FY21, the group continued its strong performance
following the completion of MBH’s restructure in FY20.
The COVID-19 pandemic continues to affect all MBH’s
businesses, however they have all shown resilience
and adaptability with strong performance despite
various State lockdown restrictions being in place.
The group completed its purchase of Hampers and
Gifts Australia (HGA) on 21 May 2021. HGA is a leading
e-commerce gourmet hamper and gift business that aligns
with the group’s premium food and beverage portfolio
and strategy of growing its direct to consumer business.
The group achieved 18.1% growth in FY21 revenue to
$53.8 million (FY20: $45.6 million), with continued growth
from all businesses and the inclusion of HGA from the
21 May 2021.
The group achieved a significant turnaround in net profit after
tax to $1.9 million (FY20: loss of $14.8 million) reflecting:
n Maggie Beer Products: Continued
strong net sales and profit growth
n Paris Creek Farms: Operational turnaround, sales
growth and change in product mix underpinning
a strong improvement in its trading EBITDA
n St David Dairy: Resilient sales and customer growth
despite the ongoing COVID-19 restrictions and
lockdowns faced in Melbourne throughout the year
n Hampers and Gifts Australia: Acquired on
21 May 2021, with strong cash generation,
gross margin and EBITDA contribution
n Head Office: Reduced corporate costs following
completion of restructure in FY20.
Maggie Beer Products
Maggie Beer Products continued to deliver
strong results with its trading EBITDA up 22.6%
to $3.9 million (FY20: $3.2 million).
Net sales were up 23.4% to $25.6 million (FY20: $20.8
million) driven by the launch of new products and a
continued focus on growing its e-commerce business.
The MBP cheese range was the highest selling category
with 50% growth from last year. The key core portfolio
of products of cooking stocks, fruit paste and pate also
continued to achieve solid growth on the prior year.
The business launched its new e-commerce platform
in early November 2020 which has given the consumer
an enhanced shopping experience, contributing
to online sales increasing 103% in FY21.
Expenses continued to remain under control with an
experienced management team in place, with total
expenses as a percentage of net sales reducing by a
further 2.3 points to 30.2% in FY21 (FY20: 32.5%).
Whilst focusing on the businesses cost base,
management has also been concentrating on keeping
up with consumer demand by developing new
products with a range of Finishing Sauces and Bone
Broths launching nationally in September 2021.
Paris Creek Farms
Paris Creek Farms’ performance in FY21 reflected
the anticipated turnaround in sales and benefits from
operational changes implemented in late FY19 and early
FY20. The business’ reduced cost base and recovery in
sales, underpinned a 71% improvement in trading EBITDA.
Net sales (excluding intersegment sales) for FY21
grew 3.5% to $16.1 million (FY20: $15.5 million). Sales
growth was impacted by Paris Creek Farms’ private label
business review and in Q4 FY21 electing not to pursue
unprofitable milk business. This decreased net sales in
comparison to the prior year and has impacted factory
overheads in the short term but will ultimately see the
business in a better position over the medium term.
FY21 gross profit was up 8.9% to $7.6 million (FY20:
$6.9 million), with gross margin percentage improving
by 3.8 points to 47.0%. This improvement is the result
of the business continuing to refine its cost base
and selling a more profitable mix of products.
With the business continually reviewing its cost
base, it achieved further savings in FY21 with total
expenses as a percentage of sales, reducing by
1.5 points to 49.0% in FY21 (FY20 50.5%).
Overall, Paris Creek Farms FY21 trading EBITDA was
$0.6 million higher than FY20, narrowing the loss to $0.3
million. Further refinements to its cost base and improving
sales and products mix, are expected to underpin further
growth and return to a sustained positive trading EBITDA.
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Operations Report, continued.
St David Dairy
Corporate
St David Dairy has continued to be tremendously resilient in
the face of the continued COVID-19 related restrictions and
lockdowns throughout the year in Melbourne. The business
continued to diversify its mixture of customers with revenue
from the retail sector now comprising 25% of sales.
Despite the restrictions and lockdowns imposed
throughout the year, St David Dairy continued to deliver
revenue growth and increase its customer base. Net sales
were up 9.9% to $9.0 million (FY20: $8.2 million), with the
number of ordering customers increasing by 17% in FY21.
Milk sales continued to perform strongly and were
the largest product category at 67% of total net sales
(FY20: 67%). FY21 milk sales were up 4% compared
to FY20, and plant-based milk sales continued to gain
momentum, now making up 7% of total net sales (FY20:
4%). The 32% increase in net sales to retailers in FY21
was driven by a 54% increase in yoghurt sales (compared
to FY20). The recent lockdown in Sydney has impacted
demand from our Sydney based distributor, but we
expect this to return to growth once restrictions ease.
Costs are now under control with the new truck fleet
continuing to deliver savings, with transport costs 47%
lower than FY20. Labour costs stabilised in FY21 and
finished 0.6 points less than FY20 as a percentage of sales.
With the launch of a new soft cheese range and
the business’ ability to adapt to the everchanging
COVID-19 environment, St David Dairy continued to
remain profitable and cashflow positive in FY21.
Hampers and Gifts Australia
The recent acquisition of HGA will be highly
complementary to the group with high gross margins,
high EBITDA margins, and strong cash generation
forecasted. HGA’s (unaudited) FY21 net sales for FY21
grew by 98% over FY20 with Q4 FY21 and importantly it
had 26% net sales growth in Q4 FY21 compared to Q4
FY20, with FY20 including the substantial COVID-19 uplift.
HGA’s digital marketing & e-commerce expertise
will be an invaluable addition to the group,
accelerating its e-commerce presence and growth
opportunities. HGA will provide a full year contribution
to the group’s financial results in FY22, given the
acquisition was completed on 21 May 2021.
Shared services and corporate office costs of $2.0
million (excluding one-off items) were $0.5 million lower
than FY20, with employee costs the most significant
component. FY21 included net one off costs of $1.9
million (FY20: $0.3 million) related to non-cash share
options issued, HGA acquisition costs, offset by a claim
settlement and COVID-19 government grants.
The restructure of the Head Office is now complete, having
been consolidated into our South Australian operations.
Balance Sheet and Cashflows
The group is supported by a strong balance sheet
with net assets at 30 June 2021 of $102.8 million (30
June 2020: $50.6 million), including a cash balance
of $13.5 million (30 June 2020: $7.2 million) and an
undrawn invoice finance facility of $3.0 million.
Due to the positive performance of the group and strong
cash reserves, on 20 August 2020, the company repaid
a $400,000 loan in full early, together with accrued
interest, to the Beer Family Holdings Pty Ltd as trustee
for the Beer Family Trust and in late June 2021, another
loan from the Beer Family Trust was repaid in full 5
years earlier than the contractual term saving future
interest costs. The total undiscounted loan value repaid
in FY21 was $0.9 million (FY20 balance: $1.0 million).
The increase in group net assets is mainly due to
the acquisition of Hampers and Gifts Australia.
The group achieved a strong positive operating
cashflow position for FY21 of $1.5 million, a $1.7 million
turnaround on FY20’s cash outflow of $(0.2) million. This
demonstrates the strong turnaround of the group in
FY21 and positions us for increased growth in FY22. This
positive operating cashflow result was after the inclusion
of acquisition costs for HGA and working capital payments
for HGA as it stocks up for the busy Christmas season.
Inventory at 30 June 2021 was $8.5 million (30 June
2020: $3.5 million) or 16.1% of annualised sales (FY20:
7.9%), with HGA holding $4.3 million of stock, Maggie
Beer Products holding $3.3 million of stock (30 June
2020: $2.5 million), Paris Creek Farms holding $0.7
million of stock (30 June 2020: $0.8 million) and St David
Dairy holding $0.2 million of stock (30 June 2020 $0.2
million). Inventory as a percentage of annualised sales will
normalise in FY22 with a full 12 months of sales for HGA.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021 1313
Overall working capital for the company is at circa 18%
of sales, an increase of 8 points compared to 30 June
2020, due to the increase in inventory on acquisition
of HGA. Once again this will stabilise over FY22 as the
group has a full 12 months of net sales from HGA.
The management team’s disciplined approach to working
capital and the group’s cash management will continue.
Positive outlook for continued growth
The group continues to capitalise on opportunities for
growth and deliver long term value for its shareholders.
Maggie Beer Holdings continues to align with consumer
demands for locally sourced high-quality products.
The group will continue to grow its retail businesses,
whilst accelerating growth of its e-commerce business
by developing further innovative products and
growing its premium food and beverage portfolio.
“
“Successful acquisition of
Hampers and Gifts Australia
created a large scale,
premium branded direct-
to-consumer business.”
- REG W EIN E, C HA IRMA N
M A G G I E B E E R H O L D I N G S LT D | A N N U A L R E P O R T | 2 0 2 1
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“ We believe in sustainable
farming & creating
products as naturally
as they can be.”
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“
“With a strong balance sheet
and cash position, the group is
well funded for future growth.”
- CH ANTALE MILLARD,
CEO & MANAGING DIRECTOR
M A G G I E B E E R H O L D I N G S LT D | A N N U A L R E P O R T | 2 0 2 1
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021 1616
Risk Statement
KEY RISKS AND MITIGANT S
The company is committed to the effective management of risk to reduce uncertainty in the group’s business outcomes
and to protect and enhance shareholder value. There are various risks that could have a material impact on the
achievement of the group’s strategic objectives and future prospects.
Key risks and mitigation activities associated with the company’s objectives are set out below:
Risk
Dairy Prices
Milk supply
Profitable Growth
Mitigation Action
n Delivery of the company’s strategic initiatives focused on shifting the products mix to value
added products to reduce the exposure to price movements.
n Fixed prices within farmer supplier contracts.
n Contracts with all farmer suppliers to capture available milk supply.
n Provide farmer suppliers incentives to grow their milk pool.
n When appropriate, provide incentives to attract new farmer suppliers to convert from
conventional farming to biodynamic organic farming.
n Establishing prices to reflect the premium nature of the product range.
n Targeted sales channels to maximise distribution.
n Focused allocation of milk supply to maximise the profitability of the product portfolio.
n Optimisation of the existing product portfolio complemented with new product development.
n Target investment in delivering growth strategies into new markets.
n Develop innovative new products for current and new market channels, with nimble go to
market plans.
n Develop new sales channels for growth.
n Capitalising on the purchase of Hampers and Gifts Australia to grow our group e-commerce
presence and sales.
COVID-19
n All production facilities of the group have enacted a COVID-19 response plan, which includes
following Government recommendations and imposed restrictions, physical distancing
measures, increased sanitisation and cleaning procedures, a higher level of personal
protective clothing, temperature checks and contactless delivery.
n Full business segregation measures have been put in place within all four manufacturing
sites, when required, to ensure isolated shutdowns and continuing operations should a staff
member become infected with COVID-19.
n Alternative production sites were identified wherever possible, in case a site was shut down
due to COVID-19.
n Where possible, staff have been directed to work from home.
n Employee safety and wellbeing is paramount with strict COVID-19 testing regimes and support
in place for employees who feel unwell.
n We encourage all employees to get vaccinated once they are able to and support employees
with time off and sick leave if required.
People safety
n Focus on safety through active identification and management of safety hazards and
operational risks.
n Continued capital investment to mitigate safety hazards.
n Embedding a culture of safety into our workplaces and teams.
Product quality
and safety
Environmentally
sustainable business
practices
n Continue to deliver food quality and safety disciplines with absolute commitment to meeting
or exceeding all food safety requirements.
n Continued capital investment to support the production of quality products.
n Mechanisms in place to identify, manage and monitor compliance with key environmental
requirements.
n Focus on reducing environmental footprint through effective management of emissions.
n Continued investments to increase operational effectiveness and efficiency of productive assets.
Change in regulations
n The group employs suitable people to monitor and manage compliance.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021 17
17
“
“The future is bright with a clear
path for sustained growth.”
- CHANTALE MI LL A RD,
CEO & MANAGIN G DI RECT OR
M A G G I E B E E R H O L D I N G S LT D | A N N U A L R E P O R T | 2 0 2 1
1818
Directors’ Report
The directors present their report, together with the
financial statements, on the consolidated entity (referred
to hereafter as the ‘consolidated entity’) consisting of
Maggie Beer Holdings Ltd (referred to hereafter as the
‘company’ or ‘parent entity’) and the entities it controlled
at the end of, or during, the year ended 30 June 2021.
Directors
The following persons were directors of Maggie Beer
Holdings Ltd during the whole of the financial year and
up to the date of this report, unless otherwise stated:
Reg Weine (Non-executive Chairman)
Chantale Millard (Executive Director/Chief Executive
Officer) (Appointed Director on 2 August 2021)
Maggie Beer AM (Non-executive Director)
Tom Kiing (Non-executive Director)
Hugh Robertson (Non-executive Director)
Principal activities
During FY21, the principal continuing activity of the
consolidated entity was the sale of branded premium
food and beverage in Australia and overseas markets.
Dividends
There were no dividends paid, recommended or
declared during the current or previous financial year.
Review of operations
The profit for the consolidated entity after
providing for income tax amounted to $1.9
million (30 June 2020: loss of $14.8 million).
Financial Position
The net assets of the consolidated entity increased
by $52.2 million to $102.8 million (30 June 2020:
$50.6 million). This increase was mainly due to the
acquisition of Hampers and Gifts Australia (HGA).
Operating results for the year
The consolidated entity reported a net profit after tax of
$1.9 million for the financial year (30 June 2020: loss of
$14.8 million). The turnaround of the business reflected
continued strong growth from all businesses. The net
profit after tax of $1.9 million, included recognition of
$4.3 million of deferred taxes on acquisition of brands
and customer lists of Hampers and Gifts Australia (HGA).
Significant changes in the state of affairs
On 16 July 2020, the company held a General
Meeting of shareholders where the following
resolutions were approved by the shareholders:
n Change of name to Maggie Beer Holdings Ltd
In accordance with the Board’s strategy to refresh
and enhance the group’s brand, the name of the
parent company was changed from Longtable
Group Limited to Maggie Beer Holdings Ltd.
The Board is of the opinion that changing the name
of the company to Maggie Beer Holdings Ltd better
reflected the company’s core focus, whilst the Maggie
Beer Products brand provides a premium halo for the
company’s diverse product portfolio. Maggie Beer
Holdings Ltd will be instantly recognised by shareholders,
employees, customers and consumers of the group’s
products. The Board believes that the new name has and
will continue to facilitate an improved understanding of
the company’s businesses and its potential for growth
n Non-executive directors’ fees taken in shares
The Director Fees Plan was established to allow the
company’s directors to elect, from time to time, to be
paid their remuneration through the issue of shares in
the company, rather than as a cash payment. The Board
believes the Director Fees Plan forms an important part
of the remuneration for the company’s non-executive
directors that elect to participate in the Director Fees
Plan, aligning their interests with those of shareholders
by linking their remuneration to the long-term success
of the company and its financial performance.
n Chairman’s options
4,500,000 Options were issued to the Chairman, Mr
Reginald Weine, under the company’s Employee Share
Option Plan.
On 20 August 2020, the company repaid a $400,000 loan
(Loan Amount) in full early, together with accrued interest,
to the Beer Family Holdings Pty Ltd as trustee for the Beer
Family Trust.
On 30 September 2020, the company announced the
resignation of Clinton Orr from his position of General
Counsel and Company Secretary and appointed Sophie
Karzis as the Company Secretary.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021 1919
On 5 November 2020, the company issued 282,840
fully paid ordinary shares to settle director fees owing,
totalling $90,000, and 9,000,000 options under the
company’s Employee Share Option Plan exercisable
in 3 equal tranches upon satisfaction of time and
performance-based conditions as at 30 June 2021,
30 June 2022 and 30 June 2023 respectively.
On 30 March 2021 the company announced the acquisition
of The Hamper Emporium and Gifts Australia Pty Ltd (“HGA”)
for $40 million plus earnout comprising a mix of cash
and shares and a capital raising of $30 million consisting
of a Placement and Accelerated Non-Renounceable
Entitlement Offer to fund the acquisition and provide
working capital to support the growth strategy of the group.
On 1 April 2021 the company advised the successful
completion of placement and institutional component of its
fully underwritten pro-rata accelerated non-renounceable
entitlement offer of 1 new fully paid ordinary share for
every 3.8 existing fully paid ordinary shares at $0.35 per
share (Entitlement Offer) announced on the ASX on 30
March 2021 to raise up to approximately $20.4 million.
Applications were received under the Entitlement
Offer for a total of 58,245,174 new fully paid
ordinary shares (New Shares) meaning that a total
of $20,385,810.90 was raised under the Entitlement
Offer. The New Shares issued comprised of 31,142,858
shares under Placement and 27,102,316 under the
institutional component of the Entitlement Offer.
On 22 April 2021 the company advised the successful
completion of retail entitlement offer of 1 new fully paid
ordinary share for every 3.8 existing fully paid ordinary
shares at $0.35 per share (Entitlement Offer) announced
on the ASX on 30 March 2021 to raise up to approximately
$9.6 million. Together with the Placement and the
institutional component of the Entitlement Offer, the total
amount raised under the Offer is approximately $30 million.
Applications were received under the retail Entitlement
Offer for a total of 27,540,318 new fully paid ordinary
shares (New Shares) meaning that a total of $9,639,111.30
was raised under the retail Entitlement Offer. The
New Shares issued comprised of 27,540,318 shares
applied for under shareholder entitlements.
On 20 May 2021, the company held an extraordinary
general meeting of shareholders to approve the issue
of upfront consideration shares and earn out shares to
vendors as part of The Hampers Emporium and Gifts
Australia acquisition. The shareholders also approved
participation of Reg Weine in the placement.
On 21 May 2021 the company completed its acquisition of
Hampers and Gifts Australia Pty Ltd having paid $20 million
in cash and 57,142,858 in shares issued at an issue price of
$0.35, totalling $20 million to the vendor. The shares have
been escrowed for 2 years from the date of issue.
At the end of June, the loan from the Beer Family Trust was
repaid early with accrued interest 5 years earlier than the
contractual term saving on future interest costs. The total
undiscounted loan value repaid in FY21 was $0.9 million
(FY20 balance: $1.0 million).
There were no other significant changes in the state of
affairs of the consolidated entity during the financial year.
Matters subsequent to the end of the financial year
On 2 August 2021, Chantale Millard was appointed as
a director of the Board.
No other matter or circumstance has arisen since 30 June
2021 that has significantly affected, or may significantly
affect the consolidated entity’s operations, the results of
those operations, or the consolidated entity’s state of affairs
in future financial years.
Likely developments and expected results of operations
The future developments of the consolidated entity
includes leveraging the strength of each brand, growing
the distribution points for each business, launching new
products, creating further synergies across the group and
driving brand awareness through targeted marketing
campaigns.
Information on these developments is included in the
review of operations and activities.
Environmental regulation
The company takes a proactive approach in relation to the
management of environmental matters. Paris Creek Farms
is licenced under the Environment Protection Act 1993
to undertake milk processing works. In accordance with
customary wastewater management practices for a dairy
facility, wastewater generated by the plant is tanked offsite
and fully utilised by a business local to Paris Creek Farms,
which includes the wastewater in its organic compost
matter. The EPA has approved Paris Creek Farms’ action
plans in regards to wastewater generated at the site.
All other significant environmental risks have been reviewed
and the group has no other legal obligation to take
corrective action in respect of any environmental matter.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021 2020
Directors’ Report, continued.
CHANTALE MILLARD
CEO & Managing Director
(Appointed Director
on 02 August 2021)
Experience and expertise:
Chantale has 15 years experience in
executive roles holding the position
of Chief Operating Officer, Finance
Director and Chief Financial Officer in
private companies and private equity
owned businesses in Australia and
overseas. Her experience includes
FMCG, manufacturing, hospitality,
publishing and financial services.
Chantale is currently on the Board
of KeyInvest Limited, was previously
on the Board of not for profit
YWCA Adelaide and on the board
of a large privatively owned family
group. Chantale has a Bachelor of
Commerce, is a qualified FCPA and a
member of the Australian Institute of
Company Directors (GAICD).
Other current directorships:
None
Former directorships (last 3 years):
None
Interests in shares:
106,853
Interests in options:
9,000,000
INFORMATION ON DIR E C TO R S
REG WEINE
Non-executive Chairman
Experience and expertise:
Reg Weine is a dynamic and trusted
executive with over 25 years
experience in agri-food and FMCG
businesses, including the past
10 years as Managing Director/
CEO. Reg has worked with large
companies and leading brands
including SPC Ardmona (Coca-Cola
Amatil), Bulla Dairy Foods, and
Blackmores. His FMCG experience
includes international expansion
and new market entry and Reg has a
deep understanding of global food &
beverage markets including China.
Reg is on the Board of the Apple &
Pear Association Ltd (APAL) as well as
the Starlight Children’s Foundation.
He was previously a Board Member
of the Australia Food & Grocery
Council (AFGC) and past Chair of the
AFGC’s Sustainability Committee.
Reg has a Bachelor of Business from
Monash University, is a Graduate of
the Australian Institute of Company
Directors (GAICD) and is a Certified
Practising Marketer and Fellow with
the Australian Marketing Institute.
Other current directorships:
None
Former directorships (last 3 years):
None
Interests in shares:
500,000 fully paid up
ordinary shares
Interests in options:
4,500,000 options over
ordinary shares
MAGGIE BEER AM
Non-executive Director
Experience and expertise:
Maggie Beer’s career in the food industry
spans over 40 years, beginning as a farmer
at the Pheasant Farm in 1979, whereby the
fresh, seasonal ingredients produced led to
a farm shop in the Barossa, and soon after
a nationally acclaimed restaurant, followed
by a commercial food production business,
Maggie Beer Products.
Maggie was Telstra South Australia
Business Woman of the Year in 1997,
Senior Australian of the Year 2010 and
once again in 2011, appointed as a
Member of the Order of Australia in 2012
and awarded an honorary doctorate
of Macquarie University in 2013, and
honorary doctorate of the University of
South Australia in 2016 in recognition of
her achievements in tourism, hospitality
and the promotion of Australian cuisine.
In addition to this, Maggie established
the Maggie Beer Foundation in 2014 to
improve the food experiences for older
Australians, particularly those living within
aged care homes.
Maggie Beer joined the Board of the
consolidated entity as part of the acquisition
of Maggie Beer Products Pty Ltd by
the group. Maggie continues to play a
pivotal role in the growth and strategy of
the Maggie Beer Products business, as
well as remaining deeply involved in the
development of new and exciting products.
Other current directorships:
None
Former directorships (last 3 years):
None
Special responsibilities:
None
Interests in shares:
8,296,423 fully paid up ordinary shares
Interests in options:
None
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021
2121
‘Other current directorships’ quoted
above are current directorships for
listed entities only and excludes
directorships of all other types of
entities, unless otherwise stated.
‘Former directorships (last 3 years)’
quoted above are directorships held
in the last 3 years for listed entities
only and excludes directorships of
all other types of entities, unless
otherwise stated.
TOM KIING
Non-executive Director
HUGH ROBERTSON
Non-executive Director
Experience and expertise:
Hugh is a senior investment adviser
with Bell Potter. He has worked in
the stockbroking industry for 36
years with a variety of firms including
Falkiners stockbroking, Investor First
and Wilson HTM. Among his areas of
interest is a concentration on small
cap industrial stocks.
Other current directorships:
Centrepoint Alliance Limited
(ASX: CAF) (appointed 2 May 2016)
Envirosuite Limited (ASX:EVS)
Former directorships (last 3 years):
AMA Limited (ASX: AMA) -
resigned 3 August 2018
Special responsibilities:
Member of Audit Committee and
Chairman of Remuneration and
Nomination Committee
Interests in shares:
3,721,129 fully paid up
ordinary shares
Interests in options:
None
Experience and expertise:
Board member since July 2008, Tom
is also a director of Bridge Capital
Pty Ltd, an Australian technology
investment firm that manages a
portfolio of investments in the IT
sector. Tom also sits on the Board
of The Atomic Group, a retail and
footwear company which holds the
Adidas license in Australia. Tom has
extensive experience as a technology,
retail and consumer brand executive
in building and growing businesses
in the field. Tom travels extensively
through the ASEAN region to
promote a wide range of Australian
investment opportunities to Asian
institutions and private investors.
Other current directorships:
None
Former directorships (last 3 years):
Melbourne IT Limited (ASX: MLB) -
resigned 30 September 2017
Special responsibilities:
Chairman of Audit Committee and
a member of the Remuneration and
Nomination Committee
Interests in shares:
9,472,100 fully paid up
ordinary shares
Interests in options:
None
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021
2222
Directors’ Report, continued.
COMPANY SECRETARY
Sophie Karzis
Sophie is a practising lawyer with over 15 years experience as a corporate and commercial lawyer, and Company Secretary
and General Counsel for a number of private and public companies.
Sophie is the principal of Legal Counsel, a corporate law practice with a focus on equity capital markets, mergers and
acquisitions, corporate governance for ASX-listed entities, as well as the more general aspects of corporate and commercial law.
Meetings of directors
The number of meetings of the company’s Board of directors (‘the Board’) held during the year ended 30 June 2021, and
the number of meetings attended by each director were:
Reg Weine
Maggie Beer AM
Tom Kiing
Hugh Robertson
Full Board
Audit and Risk Committee
Attended
Held
Attended
Held
17
17
17
17
17
17
17
17
2
2
2
2
2
2
2
2
Held: represents the number of meetings held during the time the director held office.
Retirement, election and continuation in office of directors
n Details of remuneration
The Board of directors (Board) has power to appoint
persons as directors to fill any vacancies. Other than those
directors appointed during the year, at least one director
is required to retire by rotation at each annual general
meeting and is eligible to stand for re-election together
with those directors appointed during the year to fill any
vacancy who must retire and stand for election. A director
may not hold office for more than three years or beyond
the third annual general meeting following the director’s
appointment (whichever is the longer period) without
submitting for re-election.
Remuneration report (audited)
The remuneration report details the key management
personnel remuneration arrangements for the consolidated
entity, in accordance with the requirements of the
Corporations Act 2001 and its Regulations.
Key management personnel are those persons having
authority and responsibility for planning, directing and
controlling the activities of the entity, directly or indirectly,
including all directors.
The remuneration report is set out under the following
main headings:
n Principles used to determine the nature and
amount of remuneration
n Executive contracts
n Share-based compensation
n Additional information
n Additional disclosures relating to key
management personnel
Principles used to determine the nature and amount of
remuneration
The objective of the consolidated entity’s executive
reward framework is to ensure reward for performance is
competitive and appropriate for the results delivered. The
framework aligns executive reward with the achievement
of strategic objectives and the creation of value for
shareholders, and it is considered to conform to the market
best practice for the delivery of reward. The Board ensures
that executive reward satisfies the following key criteria for
good reward governance practices:
n competitiveness and reasonableness
n acceptability to shareholders
n performance linkage / alignment of executive compensation
n transparency
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021 2323
The Remuneration and Nomination Committee is
responsible for determining and reviewing remuneration
arrangements for its directors and executives. The
performance of the consolidated entity depends on the
quality of its directors and executives. The remuneration
philosophy is to attract, motivate and retain high
performance and high quality personnel.
No external specialist remuneration advice was sought in
respect of remuneration arrangements for non-executive
directors of the Board and key management personnel of
the group during the year. General reward advice is sought
on an ad hoc basis.
The reward framework is designed to align executive
reward to shareholders’ interests. The Board have
considered that it should seek to enhance shareholders’
interests by:
n having economic profit as a core component
of plan design
n focusing on sustained growth in shareholder wealth,
consisting of dividends and growth in share price, and
delivering constant or increasing return on assets as
well as focusing the executive on key non-financial
drivers of value
n attracting and retaining high calibre executives
Additionally, the reward framework should seek to enhance
executives’ interests by:
n rewarding capability and experience
n reflecting competitive reward for contribution to growth
in shareholder wealth
n providing a clear structure for earning rewards
Maggie Beer AM has continued as a brand ambassador
during the year, continuing her association with the
Maggie Beer brand, its product development program
and customer relationship. Maggie Beer receives fees of
$13,092 per month for her services. Maggie Beer received
$157,104 for services provided during the year.
Each non-executive director receives a fee for being a
director of the company but no additional fees for sitting
on or chairing committees. Director fees are inclusive of
superannuation entitlements. All non-executive directors
except the company’s Chairman have elected to receive
their fees in shares in the company which was approved
by shareholders at the Annual General Meeting held on
16 July 2020. The maximum director aggregate fee pool
is $400,000.
Executive remuneration
The consolidated entity aims to reward executives based
on their position and responsibility, with a level and mix of
remuneration which has both fixed and variable components.
The executive remuneration and reward framework has four
components:
n base pay and non-monetary benefits
n short-term performance incentives
n share-based payments
n other remuneration such as superannuation and long
service leave
The combination of these comprises the executive’s total
remuneration.
Fixed remuneration, consisting of base salary,
superannuation and non-monetary benefits, are reviewed
annually by the Remuneration and Nomination Committee
based on individual and business unit performance,
the overall performance of the consolidated entity and
comparable market remunerations.
Executives may receive their fixed remuneration in the form
of cash or other fringe benefits (for example motor vehicle
benefits) where it does not create any additional costs to
the consolidated entity and provides additional value to
the executive.
The short-term incentives (‘STI’) program is designed to
align the targets of the business units with the targets of
those executives responsible for meeting those targets.
Short-term incentives are used to differentiate rewards
based on performance on a year by year basis. The principal
performance indicator of the short-term incentive plan is the
group’s financial performance. The financial performance
measurements selected are revenue growth and Earnings
Before Interest, Tax, Depreciation and Amortisation (EBITDA).
They have been selected as the most appropriate measures
of trading performance, and are calculated based on a
percentage above a revenue and EBITDA threshold level.
This allows the individual to be rewarded for growth in
revenue and profitability of the company. The percentage
and threshold level can differ for each individual and are
reviewed every year. The revenue and EBITDA thresholds
are determined based on the ability of the key management
personnel to influence the group’s earnings.
The long-term incentives (‘LTI’) include long service leave
and share-based payments. Shares and options are
occasionally awarded to executives over a period of three
years based on long-term incentive measures. These include
increases in shareholders’ value relative to the entire market
and the increase compared to the consolidated entity’s
direct competitors.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021 2424
Directors’ Report, continued.
Feature
Description
Key Management Personnel
Chantale Millard
Options
Options to acquire ordinary shares
Opportunity/Allocation
9,000,000 options with each tranche comprising 3,000,000 options
Performance Hurdle
Tranche 1: EBITDA requirement and continuous employment until 1 July 2021
Tranche 2: EBITDA requirement and continuous employment until 1 July 2022
Tranche 3: EBITDA requirement and continuous employment until 1 July 2023
Exercise price
Exercisable at $0.15 (Tranche 1), $0.18 (Tranche 2) and $0.20 (Tranche 3)
Forfeiture and termination
Options will lapse if performance conditions are not met. Options will be forfeited on
cessation of employment unless the Board determines otherwise, e.g. in the case of
retirement due to injury, disability, death or redundancy.
Feature
Description
Key Management Personnel
Reg Weine
Options
Options to acquire ordinary shares
Opportunity/Allocation
4,500,000 options with each tranche comprising of 1,500,000 options
Performance Hurdle
No performance hurdle required. Options have vested immediately on grant date
of 16 July 2020
Exercise price
Exercisable at $0.15 (Tranche 1), $0.18 (Tranche 2) and $0.20 (Tranche 3)
Forfeiture and termination
Options will be forfeited on cessation of employment unless the Board determines
otherwise, e.g. in the case of retirement due to injury, disability, death or redundancy.
Consolidated entity performance and link to remuneration
A component of remuneration for certain individuals is
directly linked to the performance of the consolidated
entity. A portion of cash bonus and incentive payments are
dependent on defined earnings per share targets being
met. The remaining portion of the cash bonus and incentive
payments are at the discretion of the Remuneration and
Nomination Committee. Refer to the section ‘Additional
information’ below for details of the earnings and total
shareholders return for the last five years.
Voting and comments made at the company’s 2020 Annual
General Meeting (‘AGM’)
At the 2020 AGM, 99.28% of the votes received supported
the adoption of the remuneration report for the year
ended 30 June 2020. The company did not receive any
specific feedback at the AGM or throughout the year on its
remuneration practices
Executive contracts
The remuneration and other terms of employment for
executives are covered in formal employment contracts
that have no fixed terms.
The group may terminate an executive’s employment
contract immediately for cause, in which case the executive
is not entitled to any payment other than the value of total
fixed remuneration (and accrued entitlements) up to the
termination date. Executive KMP contracts have a notice
period of 2 months by either the employee or company.
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel
of the consolidated entity are set out in the following tables.
The key management personnel of the consolidated
entity consisted of the following directors of Maggie Beer
Holdings Ltd:
Non-Executive Directors:
n Reg Weine
n Maggie Beer AM
n Tom Kiing
n Hugh Robertson
And the following persons:
n Chantale Millard (Chief Executive Officer)
n Eddie Woods (Chief Financial Officer)
(appointed 1 October 2020)
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021
2525
Table A: KMP Remuneration for the year ended 30 June 2021
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Share-based
payments
2021
Cash salary
and fees
$
Bonus
$
Others
$
Super-
annuation
$
Long
Service
leave****
$
Equity
Settled
$
Total
$
Non-Executive Directors:
Reg Weine*
60,274
Maggie Beer AM**
Tom Kiing**
Hugh Robertson**
-
-
-
-
-
-
-
Other Key Management Personnel:
Chantale Millard
Eddie Woods***
289,247
239,875
83,400
71,233
589,396
154,633
-
-
-
-
-
-
-
5,726
-
-
-
-
-
-
-
549,865
615,865
40,000
40,000
40,000
40,000
40,000
40,000
21,694
21,021
48,441
11,705
1,085,065
1,491,111
2,231
-
334,360
13,936
1,754,930
2,561,336
*
**
Reg Weine equity settled amount relates to 4,500,000 options granted and approved by shareholders at the Annual General Meeting held on 16 July 2020.
Non-executive directors have agreed to have their salaries settled for shares in the company in lieu of cash for FY21. This amounts to $40,000 each for Tom Kiing,
Hugh Robertson and Maggie Beer respectively. This was granted and approved by shareholders at the Annual General Meeting held on 16 July 2020. The shares
are issued to the directors on a quarterly basis based on an issue price of 5 day VWAP.
*** Eddie Woods appointed on 1 October 2020 as Chief Financial Officer.
**** Long service leave represents the movement in provision.
Table B: KMP Remuneration for the year ended 30 June 2020
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Share-based
payments
Cash salary
and fees
$
Bonus
$
Termination
payments*
$
Super-
annuation
$
Long
Service
leave
$
Equity
Settled
$
Total
$
2020
Non-Executive Directors:
Reg Weine**
Maggie Beer AM***
Tom Kiing***
Hugh Robertson***
Tony Robinson**
Executive Directors:
Laura McBain*
152,280
17,580
18,265
20,000
18,265
22,831
-
-
-
-
-
-
-
-
-
-
-
1,670
1,735
-
1,735
2,169
180,390
7,001
-
-
-
-
-
-
-
-
-
-
20,000
20,000
20,000
-
-
-
-
19,250
40,000
40,000
40,000
25,000
339,671
435,000
357,323
60,000
1,296,244
Other Key Management Personnel:
Chantale Millard
278,997
135,000
-
Michael Caragounis*
222,779
-
122,085
750,997
135,000
302,475
21,003
12,459
47,772
Laura McBain resigned 27 November 2019 as Managing Director. Michael Caragounis resigned 23 January 2020 as Chief Financial Officer.
*
** Reg Weine appointed 13 March 2020 as non-executive Chairman. Tony Robinson retired 29 November 2019 as non-executive Chairman
Non-executive directors have agreed to have their salaries settled for shares in the company in lieu of cash for the second half of FY20.
***
This amounts to $20,000 each for Tom Kiing, Hugh Robertson and Maggie Beer respectively.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021
2626
Directors’ Report, continued.
Table C: Proportion of KMP’s fixed remuneration and remuneration linked to performance
Name
Non-executive Directors:
Reg Weine
Maggie Beer AM
Tom Kiing
Hugh Robertson
Tony Robinson
Other Key Management Personnel:
Chantale Millard
Eddie Woods
Share-based compensation
Fixed remuneration
At risk - STI
At risk - LTI
2021
2020
2021
2020
2021
2020
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
20%
78%
69%
-
6%
22%
31%
-
74%
-
-
-
-
-
-
-
-
No performance rights were granted as remuneration to KMP during FY21
Table D: Number of options granted as remuneration to KMP during FY21
Options
KMP
Reg Weine
Reg Weine
Reg Weine
Chantale Millard
Chantale Millard
Chantale Millard
Grant Date
Number granted
Value per Option
Number Vested
16/07/2020
16/07/2020
16/07/2020
28/10/2020
28/10/2020
28/10/2020
1,500,000
1,500,000
1,500,000
3,000,000
3,000,000
3,000,000
$0.131
$0.121
$0.115
$0.220
$0.217
$0.219
1,500,000
1,500,000
1,500,000
-
-
-
Table E: Movements during FY21 in the options over shares in the company held directly,
indirectly or beneficially, by each KMP, including their related parties
Name
Reg Weine*
Chantale Millard
Balance at
start of year
Granted as
part of
remuneration
Additions
Disposals/
Other
Total
Number
vested
-
-
-
-
-
-
4,500,000
9,000,000
13,500,000
-
-
-
4,500,000
4,500,000
9,000,000
3,000,000
13,500,000
7,500,000
* Reg Weine’s 4,500,000 options vested on 16 July 2020
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021
2727
Table F: Terms and conditions of options over ordinary shares affecting remuneration of directors and KMP
Grant date
16/07/2020
16/07/2020
16/07/2020
28/10/2020
28/10/2020
28/10/2020
Vesting/
exercisable
date
16/07/2020
16/07/2020
16/07/2020
01/07/2021
01/07/2022
01/07/2023
Expiry date
15/07/2024
15/07/2024
15/07/2024
27/10/2024
27/10/2024
27/10/2024
Exercise
Price
$0.15
$0.18
$0.20
$0.15
$0.18
$0.20
Number of
options
1,500,000
1,500,000
1,500,000
3,000,000
3,000,000
3,000,000
Fair value per
option at
grant date
$0.131
$0.121
$0.115
$0.220
$0.217
$0.219
Table G: Number of performance rights affecting remuneration of directors and KMP
No performance rights granted in 2021
Additional information
The earnings of the consolidated entity for the five years to 30 June 2021 are summarised below:
Total revenue
Profit/(loss) before tax
Profit/(loss) after income tax
2021
$’000
53,804
(2,429)
1,861
2020
$’000
45,555
(14,754)
(14,754)
2019
$’000
25,753
(24,160)
(21,656)
The factors that are considered to affect total shareholders return (‘TSR’) are summarised below:
Share price at financial year end ($)
Basic earnings per share (cents per share)
Diluted earnings per share (cents per share)
2021
0.390
0.805
0.805
2020
0.140
(7.120)
(7.120)
2019
0.210
(16.726)
(16.726)
2018
$’000
8,733
(7,694)
(6,670)
2018
0.730
(10.308)
(10.308)
2017
$’000
-
(10,293)
(10,293)
2017
0.016
(40.571)
(40.571)
The value of basic and diluted earnings per share relating to 2015 - 2017 years have been adjusted to reflect the share
consolidation of 25:1 completed in 2018. No dividend has been paid in the past 5 years.
Additional disclosures relating to key management personnel
Additional information
The number of shares in the company held during the financial year by each director and other members of key management personnel
of the consolidated entity, including their personally related parties, is set out below:
Ordinary shares
Reg Weine
Maggie Beer AM
Tom Kiing
Hugh Robertson
Chantale Millard
Eddie Woods
Balance at
the start of
the year
Received
as part of
remuneration
Additions
Disposals/
other
-
-
500,000
6,295,332
143,089
1,858,002
8,429,010
143,089
900,001
2,508,421
143,089
1,069,619
6,853
20,000
-
-
100,000
-
17,259,616
429,267
4,427,622
-
-
-
-
-
-
-
Balance at
the end of
the year
500,000
8,296,423
9,472,100
3,721,129
106,853
20,000
22,116,505
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021 2828
Directors’ Report, continued.
Loans to key management personnel and their related parties
There were no loans given to KMPs during the year.
Other transactions with key management personnel and their related parties
Maggie Beer has continued as a brand ambassador, continuing her association with the Maggie Beer brand, its product
development program and customer relationship. Maggie Beer receives fees of $13,092 per month for her services. Maggie
Beer received $157,104 for services provided during the year.
During the year, the company completed capital raisings amounting to a fair value of approximately $30 million from the issue
of 86,285,492 shares at an issue price of $0.35 (35 cents). These capital raisings were fully underwritten by Bell Potter Securities
Limited, an entity associated with Hugh Robertson. Bell Potter was paid management and underwriting fees of $1,480,417.
This concludes the remuneration report, which has been audited.
Shares under option
Unissued ordinary shares of Maggie Beer Holdings Ltd under option at the date of this report are as follows:
Grant date
16 July 2020
16 July 2020
16 July 2020
28 October 2020
28 October 2020
28 October 2020
Expiry date
16 July 2024
16 July 2024
16 July 2024
27 October 2024
27 October 2024
27 October 2024
Exercise price
Number under option
$0.150
$0.180
$0.200
$0.150
$0.180
$0.200
1,500,000
1,500,000
1,500,000
3,000,000
3,000,000
3,000,000
13,500,000
No option holder has any right under the options to participate in any other share issue of the company or any other entity.
Shares issued on the exercise of options
or performance rights
31,332 ordinary shares of Maggie Beer Holdings Ltd were
issued on the exercise of performance rights during the year
ended 30 June 2021 and up to the date of this report.
Indemnity and insurance of officers
The company has indemnified the directors and executives
of the company for costs incurred, in their capacity as a
director or executive, for which they may be held personally
liable, except where there is a lack of good faith.
The company has indemnified each director referred to in
this report, the company secretary and previous directors
and secretaries (officers) against all liabilities or loss (other
than to the company or a related body corporate) that may
arise from their position as officers of the company and its
controlled entities, except where the liability arises out of
conduct involving a lack of good faith or indemnification is
otherwise not permitted under the Corporations Act.
The indemnity stipulates that the company will meet the
full amount of any such liabilities, including costs and
expenses, and covers a period of seven years after ceasing
to be an officer of the company.
The company has also indemnified the current and previous
directors of its controlled entities and certain members
of the company’s senior management for all liabilities
and loss (other than to the company or a related body
corporate) that may arise from their position, except where
the liability arises out of conduct involving a lack of good
faith or indemnification is otherwise not permitted under the
Corporations Act.
The company has executed deeds of indemnity in favour
of each non-executive director of the company and certain
non-executive directors of related bodies corporate of the
company as well as with the company secretary.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021 2929
Officers of the company who are former partners of
PricewaterhouseCoopers
There are no officers of the company who are former
partners of PricewaterhouseCoopers.
Rounding of amounts
The company is of a kind referred to in Corporations
Instrument 2016/191, issued by the Australian Securities and
Investments Commission, relating to ‘rounding-off’. Amounts
in this report have been rounded off in accordance with that
Corporations Instrument to the nearest thousand dollars, or
in certain cases, the nearest dollar.
Auditor’s independence declaration
A copy of the auditor’s independence declaration as
required under section 307C of the Corporations Act 2001
is set out immediately after this directors’ report.
Auditor
PricewaterhouseCoopers continues in office in accordance
with section 327 of the Corporations Act 2001.
This report is made in accordance with a resolution of
directors, pursuant to section 298(2)(a) of the Corporations
Act 2001.
On behalf of the directors
Reg Weine
Non-executive Chairman
19 August 2021
The company has paid insurance premiums in respect
of directors’ and officers’ liability insurance contracts, for
officers of the company and of its controlled entities. The
insurance cover is on standard industry terms and provides
cover for loss and liability for wrongful acts in relation to
the relevant person’s role as an officer, except that cover
is not provided for loss in relation to officers gaining any
profit or advantage to which they were not legally entitled,
or officers committing any criminal, dishonest, fraudulent or
malicious act or omission, or any knowing or wilful violation
of any statute or regulation. Cover is also only provided for
fines and penalties in limited circumstances and up to a
small financial limit.
The insurance does not provide cover for the independent
auditors of the company or of a related body corporate of
the company.
In accordance with usual commercial practice, the insurance
contract prohibits disclosure of details of the nature of the
liabilities covered by the insurance, the limit of indemnity
and the amount of the premium paid under the contract.
Indemnity and insurance of auditor
The company has not, during or since the end of the
financial year, indemnified or agreed to indemnify the
auditor of the company or any related entity against a
liability incurred by the auditor.
During the financial year, the company has not paid a
premium in respect of a contract to insure the auditor of the
company or any related entity.
Proceedings on behalf of the company
No person has applied to the Court under section 237 of
the Corporations Act 2001 for leave to bring proceedings on
behalf of the company, or to intervene in any proceedings
to which the company is a party for the purpose of taking
responsibility on behalf of the company for all or part of
those proceedings.
Non-audit services
Details of the amounts paid or payable to the auditor for
non-audit services provided during the financial year by the
auditor are outlined in note 28 to the financial statements.
The directors are satisfied that the provision of non-audit
services during the financial year, by the auditor (or by
another person or firm on the auditor’s behalf), is compatible
with the general standard of independence for auditors
imposed by the Corporations Act 2001.
M A G G I E B E E R H O L D I N G S LT D | A N N U A L R E P O R T | 2 0 2 1
30
Auditor’s Independence Declaration
Auditor’s Independence Declaration
As lead auditor for the audit of Maggie Beer Holdings Ltd for the year ended 30 June 2021, I declare
that to the best of my knowledge and belief, there have been:
(a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
(b) no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Maggie Beer Holdings Ltd and the entities it controlled during the
period.
Brad Peake
Partner
PricewaterhouseCoopers
Melbourne
19 August 2021
PricewaterhouseCoopers, ABN 52 780 433 757
2 Riverside Quay, SOUTHBANK VIC 3006, GPO Box 1331, MELBOURNE VIC 3001
T: 61 3 8603 1000, F: 61 3 8603 1999, www.pwc.com.au
Liability limited by a scheme approved under Professional Standards Legislation.
M A G G I E B E E R H O L D I N G S LT D | A N N U A L R E P O R T | 2 0 2 1
31
“
“Large consumer base supports
e-commerce growth.”
- CHANTALE MI LLA RD,
CEO & MANAGIN G DI RECT OR
M A G G I E B E E R H O L D I N G S LT D | A N N U A L R E P O R T | 2 0 2 1
NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2021 32
32
“
“Maggie Beer Products
was the driver of the
group’s growth in FY21.”
- CH A NTA LE MI LL A RD,
CEO & MAN A G IN G DI RECT OR
M A G G I E B E E R H O L D I N G S LT D | A N N U A L R E P O R T | 2 0 2 1
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021 33
33
“Consumers are choosing
premium Australian brands”
M A G G I E B E E R H O L D I N G S LT D | A N N U A L R E P O R T | 2 0 2 1
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021 34
Financial
Statements
M A G G I E B E E R H O L D I N G S LT D | A N N U A L R E P O R T | 2 0 2 1
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2021 STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2021
35
Revenue
Revenue
Other income
Expenses
Consolidated
Note
2021
$’000
52,879
925
53,804
2020
$’000
44,503
1,052
45,555
Raw materials and consumables used
(28,127)
(22,936)
Overheads
Occupancy and utilities costs
Employee benefits expense
Transportation expense
Professional fees
Marketing and advertising expense
Other expenses
Depreciation expense
Amortisation expense
Finance costs
Impairment expense
(1,475)
(1,304)
(13,685)
(3,153)
(1,295)
(1,264)
(2,209)
(2,198)
(1,119)
(404)
(1,513)
(1,285)
(11,892)
(3,161)
(701)
(869)
(2,440)
(2,181)
(956)
(308)
12
-
(12,067)
Loss before income tax benefit
(2,429)
(14,754)
Income tax benefit
6
4,290
-
Profit/(loss) after income tax benefit for the year
attributable to the owners of Maggie Beer Holdings Ltd
1,861
(14,754)
Other comprehensive income for the year, net of tax
-
-
Total comprehensive income for the year attributable
to the owners of Maggie Beer Holdings Ltd
Basic earnings per share
Diluted earnings per share
36
36
1,861
(14,754)
Cents
0.805
0.805
Cents
(7.120)
(7.120)
The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021 36
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2021
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Other
Total current assets
Non-current assets
Property, plant and equipment
Right-of-use assets
Intangibles
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Contract liabilities
Other current financial liabilities
Lease liabilities
Employee benefits
Total current liabilities
Non-current liabilities
Other non-current financial liabilities
Lease liabilities
Employee benefits
Contingent consideration
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
Consolidated
Note
2021
$’000
2020
$’000
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
13,542
8,001
8,514
1,351
31,408
16,768
3,066
78,414
98,248
7,245
8,022
3,500
429
19,196
17,347
3,345
24,138
44,830
129,656
64,026
7,925
411
-
1,644
1,249
11,229
-
1,636
217
13,790
15,643
6,883
-
623
1,098
970
9,574
1,195
2,505
153
-
3,853
26,872
13,427
102,784
50,599
169,386
3,267
(69,869)
120,695
1,634
(71,730)
102,784
50,599
The above statement of financial position should be read in conjunction with the accompanying notes
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021
37
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2021
Contributed
Equity
Option
Reserves
Accumulated
Losses
$’000
$’000
$’000
Total
equity
$’000
Consolidated
Balance at 1 July 2019
120,695
1,721
(56,976)
65,440
Loss after income tax expense for the year
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Transactions with owners in their capacity as owners:
Share-based payments (note 37)
-
-
-
-
-
-
-
(14,754)
(14,754)
-
-
(14,754)
(14,754)
(87)
-
(87)
Balance at 30 June 2020
120,695
1,634
(71,730)
50,599
Contributed
Equity
Option
Reserves
Accumulated
Losses
$’000
$’000
$’000
Total
equity
$’000
Consolidated
Balance at 1 July 2020
120,695
1,634
(71,730)
50,599
Profit after income tax benefit for the year
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs (note 22)
Share-based payments (note 37)
-
-
-
48,540
151
-
-
-
-
1,633
1,861
-
1,861
-
1,861
1,861
-
-
48,540
1,784
Balance at 30 June 2021
169,386
3,267
(69,869)
102,784
The above statement of changes in equity should be read in conjunction with the accompanying notes
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021 38
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2021
Cash flows from operating activities
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Other income received
Net cash from/(used in) operating activities
Cash flows from investing activities
Payment for purchase of business, net of cash acquired
Payments for property, plant and equipment
Payments for intangibles
Proceeds from disposal of property, plant and equipment
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Payment for share issue costs
Repayment of loan
Proceeds from chattel mortgage
Proceeds from new loan
Repayment of convertible note
Principal elements of lease
Interest and other finance costs paid
Interest received
Consolidated
Note
2021
$’000
2020
$’000
35
32
10
12
22
54,106
(53,530)
891
43,945
(45,158)
1,054
1,467
(159)
(20,000)
(766)
(207)
59
-
(1,098)
(306)
-
(20,914)
(1,404)
30,200
(1,660)
(1,303)
-
-
-
(1,122)
(404)
33
-
-
(105)
516
400
(500)
(1,098)
(224)
-
Net cash from/(used in) financing activities
25,744
(1,011)
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
6,297
7,245
(2,574)
9,819
Cash and cash equivalents at the end of the financial year
13,542
7,245
The above statement of cash flows should be read in conjunction with the accompanying notes
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021
39
Notes to the Financial Statements
30 June 2021
NOTE 1. GENERAL INFORMATION
The financial report is a general purpose financial report
that has been prepared in accordance with Accounting
Standards and Interpretations, the Corporations Act 2001
and complies with other requirements of the law.
The financial report covers the company and controlled
entities. The company is a public company, incorporated and
domiciled in Australia.
Maggie Beer Holdings Ltd changed its name from Longtable
Group Limited on 16 July 2020.
For the purpose of preparing the consolidated financial
statements, the company is a for-profit entity.
The financial report includes the consolidated financial
statements of the group and is referred to as the group or
consolidated entity.
The financial statements were authorised for issue, in
accordance with a resolution of directors, on 19 August
2021. The directors have the power to amend and reissue
the financial statements.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation
of the financial statements are set out either in the respective
notes or below. These policies have been consistently
applied to all the years presented, unless otherwise stated.
New or amended Accounting Standards and
Interpretations adopted
The consolidated entity has adopted all of the new or
amended Accounting Standards and Interpretations issued
by the Australian Accounting Standards Board (‘AASB’) that
are mandatory for the current reporting period.
Any amendments did not have any impact on the amounts
recognised in prior periods and are not expected to
significantly affect the current or future periods.
Any new or amended Accounting Standards or Interpretations
that are not yet mandatory have not been early adopted.
Going concern
The financial statements have been prepared on the going
concern basis, which assumes the continuity of normal
business activities, and the realisation of assets and the
settlement of liabilities in the ordinary course of business.
For the year ended 30 June 2021, the group has a net
profit after tax of $1.9 million (2021: loss: $14.8 million)
and generated net cash inflows of $1.5 million (2020: $0.2
million outflow). As at year end, the cash position was $13.5
million (30 June 2020: $7.2 million).
The company expects its normal cash flows over the next 12
months from the date of signing to be sufficient to continue
as a going concern.
The company’s ability to generate cash flows in continued
challenging economic conditions has also been stress
tested with scenarios including a 10% drop in sales over
the next 12 months with no issues in relation to going
concern identified.
Basis of preparation
These general purpose financial statements have been
prepared in accordance with Australian Accounting
Standards and Interpretations issued by the Australian
Accounting Standards Board (‘AASB’) and the Corporations
Act 2001, as appropriate for for-profit oriented entities.
These financial statements also comply with International
Financial Reporting Standards as issued by the International
Accounting Standards Board (‘IASB’).
The presentation and functional currency of the group is
Australian dollars.
Historical cost convention
The financial statements have been prepared under the
historical cost convention.
Critical accounting estimates
The preparation of the financial statements requires the
use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of
applying the consolidated entity’s accounting policies. The
areas involving a higher degree of judgement or complexity,
or areas where assumptions and estimates are significant to
the financial statements, are disclosed in note 3.
Parent entity information
In accordance with the Corporations Act 2001, these
financial statements present the results of the consolidated
entity only. Supplementary information about the parent
entity is disclosed in note 31.
Principles of consolidation
The consolidated financial statements incorporate the assets
and liabilities of all subsidiaries of Maggie Beer Holdings
Ltd (‘company’ or ‘parent entity’) as at 30 June 2021 and the
results of all subsidiaries for the year then ended. Maggie
Beer Holdings Ltd and its subsidiaries together are referred
to in these financial statements as the ‘consolidated entity’.
Subsidiaries are all those entities over which the
consolidated entity has control. The consolidated entity
controls an entity when the consolidated entity is exposed
to, or has rights to, variable returns from its involvement
with the entity and has the ability to affect those returns
through its power to direct the activities of the entity.
Subsidiaries are fully consolidated from the date on which
control is transferred to the consolidated entity. They are de-
consolidated from the date that control ceases.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021 40
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES, CONT.
Income tax
A controlled entity is any entity the company has the power
over, and is exposed or has rights to variable returns from its
involvement in the entity, and has the ability to use its power
to affect its returns.
A list of controlled entities is contained in note 33 to the
financial statements.
All inter-company balances and transactions between
entities in the consolidated entity, including any recognised
profits or losses, have been eliminated on consolidation.
Accounting policies of subsidiaries have been changed
where necessary to ensure consistency with those policies
applied by the parent entity.
Where controlled entities have entered or left the
consolidated entity during the year, their operating results
have been included/excluded from the date control was
obtained or until the date control ceased.
The investments in controlled entities are measured at cost
in the parent entity’s financial statements.
The acquisition of subsidiaries is accounted for using the
acquisition method of accounting. A change in ownership
interest, without the loss of control, is accounted for as
an equity transaction, where the difference between the
consideration transferred and the book value of the share of
the non-controlling interest acquired is recognised directly
in equity attributable to the parent.
Revenue recognition
The consolidated entity recognises revenue as follows:
Sale of goods
Revenue from the sale of goods is recognised to the extent
that the group satisfies its single performance obligation
to transfer agreed goods and the transaction price can be
readily identified. All revenue is recognised at a point in time
when control of the goods is transferred to the customer i.e.
when the goods are delivered to the customer. Revenue is
measured at the fair value of the consideration received or
receivable being the amount to which the entity expects to
be entitled to in exchange for goods. Amounts disclosed as
revenue are net of discounts, trade allowances and rebates.
All revenue from the sale of goods is recognised at a point
in time.
Interest
Interest revenue is recognised as interest accrues using the
effective interest method. This is a method of calculating the
amortised cost of a financial asset and allocating the interest
income over the relevant period using the effective interest
rate, which is the rate that exactly discounts estimated future
cash receipts through the expected life of the financial asset
to the net carrying amount of the financial asset.
Other revenue
Other revenue is recognised when it is received or when the
right to receive payment is established.
The charge for current income tax expense/(benefit) is
based on the profit/(loss) for the year adjusted for any non-
assessable or disallowed items. It is calculated using the tax
rates that have been enacted or are substantially enacted by
the statement of financial position date.
Deferred tax is accounted for using the statement of financial
position liability method in respect of temporary differences
arising between the tax bases of assets and liabilities and
their carrying amounts in the financial statements. No
deferred income tax will be recognised from the initial
recognition of an asset or liability, excluding a business
combination, where there is no effect on accounting or
taxable profit or loss.
Deferred tax is calculated at the tax rates that are expected
to apply to the period when the asset is recognised or
liability is settled. Deferred tax is credited in the profit or loss
except where it relates to items that may be credited directly
to equity, in which case the deferred tax is adjusted directly
against equity.
Deferred tax assets are recognised for deductible temporary
differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilise those
temporary differences and losses.
The company and its wholly-owned Australian subsidiaries
have formed an income tax consolidated group under the
tax consolidation regime. Each entity in the group recognised
its own current and deferred tax liabilities, except for any
deferred tax assets resulting from unused tax losses and
tax credits, which are immediately assumed by the parent
entity. The current tax liability of each group entity is then
subsequently assumed by the parent entity. The group
entered into the tax consolidation regime from 1st June 2006
and notified the Australian Taxation Office that it had formed
an income tax consolidated group to apply from 1st June
2006. The tax will be paid by the parent entity as the group
has not entered into a tax funding agreement. The company is
the designated parent entity for tax consolidation purposes.
Right-of-use assets
A right-of-use asset is recognised at the commencement
date of a lease. The right-of-use asset is measured at cost,
which comprises the initial amount of the lease liability,
adjusted for, as applicable, any lease payments made at or
before the commencement date net of any lease incentives
received, any initial direct costs incurred, and, except where
included in the cost of inventories, an estimate of costs
expected to be incurred for dismantling and removing the
underlying asset, and restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over
the unexpired period of the lease or the estimated useful life
of the asset, whichever is the shorter. Where the consolidated
entity expects to obtain ownership of the leased asset at the
end of the lease term, the depreciation is over its estimated
useful life. Right-of use assets are subject to impairment or
adjusted for any remeasurement of lease liabilities.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2021 41
Lease liabilities
A lease liability is recognised at the commencement date
of a lease. The lease liability is initially recognised at the
present value of the lease payments to be made over the
term of the lease, discounted using the interest rate implicit
in the lease or, if that rate cannot be readily determined,
the consolidated entity’s incremental borrowing rate.
Lease payments comprise of fixed payments less any lease
incentives receivable, variable lease payments that depend
on an index or a rate, amounts expected to be paid under
residual value guarantees, exercise price of a purchase
option when the exercise of the option is reasonably certain
to occur, and any anticipated termination penalties. The
variable lease payments that do not depend on an index or
a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using
the effective interest method. The carrying amounts are
remeasured if there is a change in the following: future
lease payments arising from a change in an index or a rate
used; residual guarantee; lease term; certainty of a purchase
option and termination penalties. When a lease liability is
remeasured, an adjustment is made to the corresponding
right-of use asset, or to profit or loss if the carrying amount
of the right-of-use asset is fully written down.
The group has not applied any practical expedients for
lease liabilities.
Current and non-current classification
Assets and liabilities are presented in the statement
of financial position based on current and non-current
classification.
An asset is classified as current when: it is either expected
to be realised or intended to be sold or consumed in the
consolidated entity’s normal operating cycle; it is held
primarily for the purpose of trading; it is expected to be
realised within 12 months after the reporting period; or
the asset is cash or cash equivalent unless restricted from
being exchanged or used to settle a liability for at least
12 months after the reporting period. All other assets are
classified as non-current.
A liability is classified as current when: it is either expected
to be settled in the consolidated entity’s normal operating
cycle; it is held primarily for the purpose of trading; it is due
to be settled within 12 months after the reporting period; or
there is no unconditional right to defer the settlement of the
liability for at least 12 months after the reporting period. All
other liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as
non-current.
Impairment of non-financial assets
At each reporting date, the consolidated entity reviews the
carrying amounts of its tangible and intangible assets to
determine whether there is any indication that those assets
have suffered an impairment loss. If any such indication
exists, the recoverable amount of the asset is estimated
in order to determine the extent of the impairment loss (if
any). Where the asset does not generate cash flows that
are independent from other assets, the consolidated entity
estimates the recoverable amount of the cash-generating
unit to which the asset belongs.
Goodwill, intangible assets with indefinite useful lives and
intangible assets not yet available for use are tested for
impairment annually and whenever there is an indication
that the asset may be impaired. An impairment of goodwill is
not subsequently reversed.
Recoverable amount is the higher of fair value less costs
of disposal and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks
specific to the asset for which the estimates of future cash
flows have not been adjusted.
If the recoverable amount of an asset (or cash generating
unit) is estimated to be less than its carrying amount, the
carrying amount of the asset (cash generating unit) is
reduced to its recoverable amount. An impairment loss
is recognised in the statement of profit or loss and other
comprehensive income immediately.
Where an impairment loss subsequently reverses, the
carrying amount of the asset (cash generating unit) is
increased to the revised estimate of its recoverable amount,
but only to the extent that the increased carrying amount
does not exceed the carrying amount that would have been
determined had no impairment loss been recognised for the
asset (cash generating unit) in prior years. A reversal of an
impairment loss is recognised in income.
Finance costs
Finance costs attributable to qualifying assets are capitalised
as part of the asset. All other finance costs are expensed in
the period in which they are incurred.
Financial Liabilities
Financial liabilities are classified as other financial liabilities.
Other financial liabilities, including borrowings, are initially
measured at fair value, net of transaction costs.
Other financial liabilities are subsequently measured at
amortised cost using the effective interest method, with
interest expense recognised on an effective yield basis.
The effective interest method is a method of calculating the
amortised cost of a financial liability and of allocating interest
expense over the relevant period. The effective interest
rate is the rate that exactly discounts estimated future cash
payments through the expected life of the financial liability,
or (where appropriate) a shorter period, to the net carrying
amount on initial recognition.
The group derecognises financial liabilities when, and only
when, the group’s obligations are discharged, cancelled or
they expire.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2021
42
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES, CONT.
Transaction costs that relate to the issue of the convertible
notes are allocated to the liability and equity components
in proportion to the allocation of the gross proceeds.
Transaction costs relating to the equity component are
recognised directly in equity. Transaction costs relating to
the liability component are included in the carrying amount
of the liability component and are amortised over the lives of
the convertible notes using the effective interest method.
Goods and Services Tax (‘GST’) and other similar taxes
Revenues, expenses and assets are recognised net of the
amount of GST, except where the amount of GST incurred
is not recoverable from the Australian Tax Office. In these
circumstances the GST is recognised as part of the cost of
acquisition of the asset or as part of an item of the expense.
Receivables and payables in the statement of financial
position are shown inclusive of GST.
Cash flows are included in the Statement of Cash Flows on
a gross basis and the GST component of cash flows arising
from investing and financing activities, which is recoverable
from, or payable to, the taxation authority is classified as part
of operating cash flows.
Rounding of amounts
The company is of a kind referred to in Corporations
Instrument 2016/191, issued by the Australian Securities and
Investments Commission, relating to ‘rounding-off’. Amounts
in this report have been rounded off in accordance with that
Corporations Instrument to the nearest thousand dollars, or
in certain cases, the nearest dollar.
NOTE 3. CRITICAL ACCOUNTING JUDGEMENTS,
ESTIMATES AND ASSUMPTIONS
The preparation of the financial statements requires
management to make judgements, estimates and
assumptions that affect the reported amounts in the
financial statements. Management continually evaluates its
judgements and estimates in relation to assets, liabilities,
contingent liabilities, revenue and expenses. Management
bases its judgements, estimates and assumptions on
historical experience and on other various factors, including
expectations of future events, management believes to
be reasonable under the circumstances. The resulting
accounting judgements and estimates will seldom equal
the related actual results. The judgements, estimates and
assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities
(refer to the respective notes) within the next financial year
are discussed below.
COVID-19 pandemic
Judgement has been exercised in considering the impacts
that the COVID-19 pandemic has had, or may have, on
the consolidated entity based on known information.
This consideration extends to the nature of the products
and services offered, customers, supply chain, staffing
and geographic regions in which the consolidated entity
operates.
Other than as addressed in specific notes, there does not
currently appear to be either any significant impact upon
the financial statements or any significant uncertainties
with respect to events or conditions which may impact the
consolidated entity unfavourably as at the reporting date or
subsequently as a result of the COVID-19 pandemic.
Goodwill and other indefinite life intangible assets
The consolidated entity tests annually, or more frequently
if events or changes in circumstances indicate impairment,
whether goodwill and other indefinite life intangible
assets have suffered any impairment, in accordance with
the accounting policy stated in note 12. The recoverable
amounts of cash-generating units have been determined
based on value-in-use calculations. These calculations
require the use of assumptions, including estimated discount
rates based on the current cost of capital and growth rates of
the estimated future cash flows.
Lease term
The lease term is a significant component in the
measurement of both the right-of-use asset and lease
liability. Judgement is exercised in determining whether
there is reasonable certainty that an option to extend the
lease or purchase the underlying asset will be exercised, or
an option to terminate the lease will not be exercised, when
ascertaining the periods to be included in the lease term.
In determining the lease term, all facts and circumstances
that create an economical incentive to exercise an
extension option, or not to exercise a termination option,
are considered at the lease commencement date. Factors
considered may include the importance of the asset to
the consolidated entity’s operations; comparison of terms
and conditions to prevailing market rates; incurrence of
significant penalties; existence of significant leasehold
improvements; and the costs and disruption to replace
the asset. The consolidated entity reassesses whether it
is reasonably certain to exercise an extension option, or
not exercise a termination option, if there is a significant
event or significant change in circumstances. No options to
extend or terminate lease terms have been included in the
measurement of right-of-use assets and lease liabilities.
Business combinations
As discussed in note 32, the business combinations in the
current year have been accounted for on a provisional basis.
The fair value of assets acquired, liabilities and contingent
liabilities assumed are initially estimated by the consolidated
entity taking into consideration all available information at
the reporting date. Fair value adjustments on the finalisation
of the business combination accounting is retrospective,
where applicable, to the period the combination occurred
and may have an impact on the assets and liabilities,
depreciation and amortisation reported.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2021 43
NOTE 4. OPERATING SEGMENTS
Identification of reportable operating segments
AASB 8 requires operating segments to be identified on the basis of internal reports about components of the consolidated
entity that are regularly reviewed by the Chief Executive Officer (‘CEO’) in order to allocate resources to the segment and to
assess its performance.
There are currently four operating segments under the criteria set out in AASB 8, being B.-d Farm Paris Creek Pty Ltd (“Paris
Creek Farms”), St David Dairy Pty Ltd (“St David Dairy”), Maggie Beer Products Pty Ltd (“MBP”), Hampers and Gifts Australia Pty
Ltd (“HGA”) and other corporate costs.
Information regarding these segments is set out below.
All operations were in Australia for both current and comparative period.
Operating segment information
Consolidated - 2021
Revenue
Paris
Creek Farms
$’000
St David
Dairy
$’000
Maggie Beer
Products
$’000
Hampers
& Gifts
Australia
$’000
Other
segments
$’000
Sales to external customers
16,254
8,997
25,646
2,169
Intersegment sales
Total sales revenue
Other revenue
Total revenue
(187)
-
-
-
16,067
8,997
25,646
2,169
54
50
77
-
16,121
9,047
25,723
2,169
-
-
-
744
744
Total
$’000
53,066
(187)
52,879
925
53,804
Profit/(loss) before income tax expense,
impairment and fair value gain
Profit/(loss) before income tax benefit
Income tax benefit
Profit after income tax benefit
(1,233)
(1,233)
531
531
2,841
2,841
450
450
(5,018)
(2,429)
(5,018)
(2,429)
4,290
1,861
Assets
Segment assets
Intersegment eliminations
Total assets
Liabilities
Segment liabilities
Intersegment eliminations
Total liabilities
17,447
18,336
27,913
60,606
15,769
140,071
(10,415)
129,656
20,107
1,841
4,973
2,875
1,346
31,142
(4,270)
26,872
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2021 44
NOTE 4. OPERATING SEGMENTS, CONT.
Consolidated - 2020
Revenue
Sales to external customers
Intersegment sales
Total sales revenue
Other revenue
Total revenue
Profit/(loss) before income tax expense,
impairment and fair value gain
Impairment expense
Profit/(loss) before income tax expense
Income tax expense
Loss after income tax expense
Assets
Segment assets
Intersegment eliminations
Total assets
Liabilities
Segment liabilities
Intersegment eliminations
Total liabilities
NOTE 5. SIGNIFICANT ITEMS
Paris
Creek Farms
$’000
St David
Dairy
$’000
Maggie Beer
Products
Other
segments
$’000
$’000
16,043
(513)
15,530
55
15,585
(1,917)
(12,068)
(13,985)
8,190
20,783
-
20,783
174
20,957
-
8,190
85
8,275
302
-
302
-
-
-
738
738
1,847
(2,918)
(2,686)
-
-
1,847
(2,918)
19,099
19,278
25,897
9,504
20,749
1,668
3,828
2,099
Total
$’000
45,016
(513)
44,503
1,052
45,555
(12,068)
(14,754)
-
(14,754)
73,778
(9,752)
64,026
28,344
(14,917)
13,427
Significant items relate to significant changes in the business during the past financial year and are identified due to their nature
and magnitude on the assessment of business performance.
The following significant items are included in Other income, Raw materials and consumables used, Employee benefits
expense, Professional expenses and Other expenses:
Government grants
Claim settlement
Restructure costs
Abandoned project
Litigation costs
Other
Share Based Payments (Note 35)
Acquisition Costs (Note 30 ii)
Total significant items
Consolidated
2021
$’000
200
692
(114)
-
(97)
(85)
(1,633)
(843)
(1,880)
2020
$’000
393
500
(946)
(135)
(61)
(109)
87
-
(271)
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2021 NOTE 6. INCOME TAX BENEFIT
Income tax benefit
Current tax
Recognition of deferred tax asset
Recognition of deferred tax asset*
Deferred tax expense
Amounts not brought to account as a Deferred Tax Asset in the current year
Aggregate income tax benefit
45
Consolidated
2021
$’000
114
(114)
(4,290)
-
(4,290)
2020
$’000
(602)
-
-
602
-
Numerical reconciliation of income tax benefit and tax at the statutory rate
Loss before income tax benefit
(2,429)
(14,754)
Tax at the statutory tax rate of 30%
(729)
(4,426)
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Non-deductible expenses
Non-assessable non-operating income
Amounts not brought to account as a Deferred Tax Asset in the current year
Recognition of deferred tax asset*
Recognition of deferred tax asset*
Income tax benefit
1,065
(222)
-
(4,290)
(4,176)
(114)
(4,290)
3,884
(60)
602
-
-
-
-
* A deferred tax asset of $4,290 thousand attributed to carried forward tax losses was recognised to offset the equivalent deferred tax liability arising from the intangible assets acquired
through the business combination.
Tax losses not recognised
Unused tax losses for which no deferred tax asset has been recognised
5,945
19,967
Potential tax benefit @ 30%
1,784
5,990
The above potential tax benefit for tax losses has not been recognised in the statement of financial position. These tax losses can
only be utilised in the future if the continuity of ownership test is passed, or failing that, the same business test is passed.
Consolidated
2021
$’000
2020
$’000
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2021
46
NOTE 7. CURRENT ASSETS - TRADE AND OTHER RECEIVABLES
Trade receivables
Lease receivable (sub-lease)
Other receivable
GST receivable
Consolidated
2021
$’000
6,774
367
640
220
8,001
2020
$’000
7,135
532
90
265
8,022
Accounting policy for trade and other receivables
Trade receivables and other receivables are all classified as financial assets held at amortised cost.
Trade receivables are initially recognised at fair value and subsequently at amortised cost using the effective interest rate
method, less a loss allowance provision. The carrying value of trade and other receivables, less loss allowance provisions, is
considered to approximate fair value, due to the short term nature of the receivables.
The collectability of trade and other receivables is reviewed on an ongoing basis with a further focus in this financial year on
collection risk following the impact of the COVID-19 pandemic. Individual debts which are known to be uncollectable are
written off when identified. The group recognises a loss allowance provision based upon anticipated lifetime losses of trade
receivables. The anticipated losses are determined with reference to historical loss experience adjusted to reflect current and
forward-looking information and is regularly reviewed and updated. This includes general macroeconomic indicators such as
RBA cash rate and GDP growth.
Trade receivables are generally due for settlement between 30 and 60 days.
The COVID-19 pandemic has not resulted in any additional receivables write-offs.
Credit risks related to receivables
Refer to note 23 for additional information.
NOTE 8. CURRENT ASSETS - INVENTORIES
Raw materials
Work in progress
Finished goods
Stock in transit
Consolidated
2021
$’000
1,971
205
5,403
935
8,514
2020
$’000
1,801
271
1,428
-
3,500
The total amount of inventory recognised as an expense during the year is $33.7 million.
Accounting policy for inventories
Raw materials, work in progress and finished goods are stated at the lower of cost and net realisable value on a ‘first in first
out’ basis. Cost comprises of direct materials and delivery costs, direct labour, import duties and other taxes, an appropriate
proportion of variable and fixed overhead expenditure based on normal operating capacity, and, where applicable, transfers
from cash flow hedging reserves in equity. Costs of purchased inventory are determined after deducting rebates and discounts
received or receivable.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2021 Stock in transit is stated at the lower of cost and net realisable value. Cost comprises of purchase and delivery costs, net of
rebates and discounts received or receivable.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and
the estimated costs necessary to make the sale.
47
NOTE 9. CURRENT ASSETS - OTHER
Prepayments
Security deposits
Other current assets
NOTE 10. NON-CURRENT ASSETS - PROPERTY, PLANT AND EQUIPMENT
Land
Motor vehicles
Less: Accumulated depreciation
Plant and equipment
Less: Accumulated depreciation
Building and leasehold improvements
Less: Accumulated depreciation
Consolidated
Consolidated
2020
$’000
185
151
93
429
2020
$’000
460
1,274
(394)
880
13,935
(4,336)
9,599
6,983
(575)
6,408
2021
$’000
1,169
123
59
1,351
2021
$’000
460
474
(164)
310
15,005
(5,226)
9,779
7,007
(788)
6,219
16,768
17,347
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2021
48
NOTE 10. NON-CURRENT ASSETS - PROPERTY, PLANT AND EQUIPMENT, CONT.
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
Consolidated
Balance at 1 July 2019
Additions
Disposals
Transfer out on adoption of AASB 16
Depreciation expense
Land
$’000
460
-
-
-
-
Balance at 30 June 2020
460
Additions
Additions through business
combinations (note 32)
Disposals
Transfer out
Depreciation expense
-
-
-
-
-
Motor
Vehicles
$’000
674
551
(21)
(204)
(120)
880
15
-
(10)
(513)
(62)
Building and
leasehold
improvements
$’000
Plant and
equipment
$’000
6,644
11,353
6
-
-
(242)
632
(28)
(1,427)
(931)
Total
$’000
19,131
1,189
(49)
(1,631)
(1,293)
6,408
9,599
17,347
41
11
-
-
710
362
(9)
-
766
373
(19)
(513)
(241)
(883)
(1,186)
Balance at 30 June 2021
460
310
6,219
9,779
16,768
Refer to note 26 for further information on fair value measurement.
Accounting policy for property, plant and equipment
Each class of plant and equipment is carried at cost less, where applicable, any accumulated depreciation.
The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable
amount from these assets.
The depreciable amount of all fixed assets including recognised lease assets is depreciated on a straight line or diminishing
value basis over their useful lives to the group commencing from the time the asset is held ready for use. Leasehold
improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the
improvements.
The following estimated useful lives are used in the calculation of depreciation:
Motor vehicles
Plant and equipment
Building and leasehold improvements
5 years
4 to 20 years
10 to 33 years
The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the
effect of any changes in estimate accounted for on a prospective basis.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the
consolidated entity. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2021
NOTE 11. NON-CURRENT ASSETS - RIGHT-OF-USE ASSETS
Consolidated
49
Land and buildings - right-of-use
Less: Accumulated depreciation
Plant and equipment - right-of-use
Less: Accumulated depreciation
Motor vehicles - right-of-use
Less: Accumulated depreciation
2021
$’000
3,486
(2,214)
1,272
1,871
(599)
1,272
1,122
(600)
522
2020
$’000
2,823
(1,125)
1,698
1,926
(447)
1,479
372
(204)
168
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
3,066
3,345
Consolidated
Balance at 1 July 2020
Adjustments during the year
Additions through business combinations (note 32)
Depreciation expense
Land and
buildings
$’000
Plant and
equipment
$’000
1,698
1,479
-
-
(648)
(32)
-
(174)
Motor
vehicles
$’000
168
577
221
Total
$’000
3,345
545
221
(223)
(1,045)
Balance at 30 June 2021
1,050
1,273
743
3,066
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2021 50
NOTE 12. NON-CURRENT ASSETS - INTANGIBLES
Consolidated
Goodwill
Brand
Less: Accumulated amortisation
Customer contracts
Less: Accumulated amortisation
Software and websites
Less: Accumulated amortisation
2021
$’000
56,104
16,278
(1,226)
15,052
7,935
(1,309)
6,626
831
(199)
632
2020
$’000
15,388
6,838
(697)
6,141
3,075
(769)
2,306
416
(113)
303
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
78,414
24,138
Consolidated
Paris
Creek
$’000
St David
Dairy
$’000
$’000
$’000
Goodwill -
Goodwill -
Goodwill -
Goodwill -
Maggie
Beer
Products
Hampers
and Gifts
Australia
Balance at 1 July 2019
12,067
11,802
3,585
Additions from internal development
-
Impairment of assets
(12,067)
Amortisation expense
Balance at 30 June 2020
Additions from internal development
Additions through business
combinations (note 30)
Amortisation expense
Balance at 30 June 2021
-
-
-
-
-
-
-
-
-
-
-
-
11,802
3,585
-
-
-
-
-
-
Customer
Con-
tracts**
Other In-
tangible
$’000
$’000
Brand*
$’000
Total
$’000
6,546
2,797
58
36,855
-
-
-
-
305
305
-
(12,067)
(405)
(491)
(59)
(955)
6,141
2,306
-
-
40,717
9,440
4,860
304
207
208
24,138
207
55,225
-
(529)
(540)
(87)
(1,156)
-
-
-
-
-
-
11,802
3,585
40,717
15,052
6,626
632
78,414
* The cost of the brand intangible asset consists of $2,163 thousand allocated to the St David Dairy CGU, $4,675 thousand allocated to
the Maggie Beer Products CGU and $9,440 thousand allocated to the Hampers and Gifts Australia CGU as at 30 June 2021.
** The cost of the customer contract intangible asset consists of $1,515 thousand allocated to the St David Dairy CGU, $1,560 allocated
to the Maggie Beer Products CGU and $4,860 thousand allocated to the Hampers and Gifts Australia CGU as at 30 June 2021.
Goodwill was acquired as a result of business combinations entered during the year, refer to note 32 for details.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2021
51
NOTE 12. NON-CURRENT ASSETS - INTANGIBLES, CONT.
Accounting policy for intangible assets
Intangible assets acquired as part of a business combination,
other than goodwill, are initially measured at their fair value
at the date of the acquisition. Intangible assets acquired
separately are initially recognised at cost. Indefinite life
intangible assets are not amortised and are subsequently
measured at cost less any impairment. Finite life intangible
assets are subsequently measured at cost less amortisation
and any impairment. The gains or losses recognised in
profit or loss arising from the derecognition of intangible
assets are measured as the difference between net disposal
proceeds and the carrying amount of the intangible asset.
The method and useful lives of finite life intangible assets
are reviewed annually. Changes in the expected pattern of
consumption or useful life are accounted for prospectively
by changing the amortisation method or period.
Accounting policy for goodwill
Goodwill arising in a business combination is recognised as
an asset at the date that control is acquired (the acquisition
date). 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 group’s interest in the fair
value of the acquiree’s identifiable net assets 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 equity
interest in the acquiree (if any), the excess is recognised
immediately in the statement of profit or loss and other
comprehensive income as a bargain purchase gain.
Goodwill is not amortised but is reviewed for impairment
at least annually. For the purpose of impairment testing,
goodwill is allocated to each of the group’s cash-generating
units expected to benefit from the synergies of the
combination. Cash-generating units to which goodwill has
been allocated are tested for impairment annually, or more
frequently when there is an 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 on the basis of the carrying amount
of each asset in the unit. An impairment loss recognised
for goodwill is not reversed in a subsequent period.
On disposal of a subsidiary, the attributable amount
of goodwill is included in the determination
of the profit or loss on disposal.
Intangible assets acquired in a business combination
Intangible assets acquired in a business combination
and recognised separately from goodwill 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 amortisation and
accumulated impairment losses, on the same basis
as intangible assets that are acquired separately.
Recoverable amount of goodwill
In accordance with AASB 136, impairment testing
has been undertaken for all cash generating units
(CGUs) with indefinite intangibles or where there is an
indication of impairment. These impairment tests have
been completed via a multiple scenario approach in
response to significant uncertainties in the market.
At 30 June 2021, for Maggie Beer Products and St David
Dairy, the recoverable amounts have been determined
based on value-in-use calculations which uses cash flow
projections based on financial forecasts covering a five-
year period, including changes in working capital and
expenditure for maintenance. Cash flows are extrapolated
using estimated growth rates beyond the five-year period.
Key assumptions used in the value-in-use calculations
for the Maggie Beer Products and St David Dairy CGUs
are based on a large range of data, including available
independent grocery and dairy reports on the Australian
market, overlaid with management’s latest forecast
for financial year 2021 and incorporating previous
revenue growth, achievable margin, reasonable expense
increases, capital expenditure for maintenance and
entity specific long-term averages for the latter years.
In considering the outlook for Maggie Beer Products and
St David Dairy, and the specific impacts of the COVID-19
pandemic, management considered a range of possible
scenarios and have applied a probability weighting to
each of these in order to determine an estimation of future
cash flows which has a reasonable and appropriate basis.
Maggie Beer Products
Revenue growth
Revenue growth over the five-year period is based
upon forecasted revenue on a business-as-usual
basis and assumes no New Products Development
(‘NPD’) or new geographies (in accordance with
AASB 136). The starting point is an assessment of the
market, leveraging industry reports and overlaying
with known sales growth opportunities e.g. additional
sales growth from launching new range of finishing
sauces and bone broths in Woolworths in FY22.
The average revenue growth over the forecast
period is assumed at 9.33% per annum (compared
with an actual growth rate of 23.39% in FY21).
Costs
Gross margin in FY22 is expecting to soften slightly from
its FY21 levels, due to the increase in 3rd party produced
products as a percentage of total sales, and is then assumed
to remain flat for the remainder of the model’s period
with the sales mix including increased higher margin
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2021 52
from e-commerce sales. Raw material price increases
are minimal and are to be matched by price increases
with retailers to offset, as was evidenced in the current
year. All fixed costs, including selling, administration and
management labour, are modelled to grow at 2.0% a
year, in line with the Reserve Bank of Australia’s inflation
target range of 2–3 percent, on average, over time.
Long-term growth rate
The long-term growth rate is the weighted average growth
rate used to extrapolate cash flows beyond the modelled
period. A long-term growth rate of 2.0% has been used
in the value-in-use calculations, which is on the lower
end of the long-term Reserve Bank of Australia’s inflation
target range of 2–3 percent, on average, over time.
Discount rate
The discount rate represents the current market assessment
of the risks relating to the relevant CGU. In performing the
value-in-use calculations for the CGU, the group has applied
a pre-tax discount rate of 13.96% per annum (9.77% post
tax) for Maggie Beer Products. The discount rate includes
a COVID-19 pandemic risk premium of 0.70% to allow for
the overall uncertainty in the wider economy even though
the Consumer Staples sector has generally experienced
limited downside (or even positive) impacts from the
COVID-19 pandemic and there is less uncertainty around
future earnings expectations. Also included in the discount
rate is a specific company risk rate of 2.00% to recognise
the abnormally low risk-free rate of 1.49% at 30 June 2021.
Review outcome
In completing the impairment review based
on the aforementioned, the value in use of
the Maggie Beer Products business exceeded
its carrying value by $16.9 million.
Sensitivities
A change to revenue growth assuming no sales growth
from FY22 onwards would result in a $5.2m impact to
the recoverable amount of the CGU compared to the
carrying value of goodwill; a change of EBITDA margin
by 1.0% over the five-year forecast period would result
in a $3.4m impact to the recoverable amount of the
CGU compared to the carrying amount of goodwill; a
2.0% drop to the gross margin over the five-year forecast
period would result in a $6.9m impact to the recoverable
amount of the CGU compared to the carrying amount
of goodwill. These sensitivities cover the key possible
material impacts to the recoverable amount. All sensitivities
still result in significant carrying value of goodwill.
St David Dairy
Base scenario
Revenue growth
Revenue growth over the five-year period is based
upon forecasted revenue on a business-as-usual basis
and assumes no New Products Development (‘NPD’)
or new geographies (in accordance with AASB 136).
The starting point is an assessment of the market,
leveraging dairy industry reports and overlaying with
known sales growth opportunities e.g. increased sales
in specialty retail stores, alternative milk products.
The FY22 budget as approved by the Board assumes
a gradual recovery in the first half of the year with an
acceleration in the second half of FY22 to reach annual
sales growth of 13.2%. The average revenue growth
over the remaining forecast period is modelled at 12.5%
per annum, compared to 20.7% compounded annual
growth rate (CAGR) sales growth achieved in the 5
years from FY17 to FY21, and is underpinned by:
n customer base growth in the hospitality and retail sectors
with organic sales growth across cafes & restaurants.
n further capturing market share of cafes and
restaurants in Melbourne initially and continuing
to expand into other states of Australia.
n increased demand for alternative milk.
n continued expansion into premium and specialty grocers
where “buy fresh, buy local” continues to gain momentum.
Costs
Costs have assumed stabilised milk and cream prices
with no price increase expected in FY22 and any future
increases matched by price increases, continued delivery
cost savings seen from the purchase of trucks, along with
a now stable and experienced management team.
Long-term growth rate
The long-term growth rate is the weighted average growth
rate used to extrapolate cash flows beyond the modelled
period. A long-term growth rate of 2.0% has been used
in the value-in-use calculations, which is on the lower
end of the long-term Reserve Bank of Australia’s inflation
target range of 2–3 percent, on average, over time.
Discount rate
The discount rate represents the current market assessment
of the risks relating to the relevant CGU. In performing
the value-in-use calculations for the CGU, the group has
applied a pre-tax discount rate of 14.02% per annum
(9.82% post tax) for St David Dairy. The discount rate
includes a COVID-19 pandemic risk premium of 0.70%
to allow for the overall uncertainty in the wider economy
even though the Consumer Staples sector has generally
experienced limited downside impacts from COVID-19
pandemic and there is less uncertainty around future
earnings expectations. Also included in the discount rate
is a specific company risk rate of 2.00% to recognise the
abnormally low risk-free rate of 1.49% at 30 June 2021.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2021 53
In addition to the base scenario detailed above, management has included 4 other scenarios, which if they
occurred, would be likely to materially impact the carrying value of the CGU. The first scenario is sales in each
year from FY22 to FY26 being 10% lower than forecast. The second is milk prices to be 2% higher per year from
FY22 to FY26 with no ability to pass onto consumers. The third is delivery cost savings are 1% lower per year from
FY22 to FY26. The fourth is for FY22 to have the same sales growth as FY21 which represents trading conditions
during the COVID-19 environment following the same pattern of lockdowns and restrictions in Melbourne.
Scenarios
Base Case
Lower Sales
Farmgate milk
price increase
Delivery costs
Long term growth rate / CPI
Discount rate (post-tax)
2.00%
9.82%
2.00%
9.82%
2.00%
9.82%
2.00%
9.82%
FY22 sales
growth
consistent
as FY21
2.00%
9.82%
Growth in sales (5-year CAGR)
12.51%
10.16%
12.51%
12.51%
10.26%
Milk price increase pa from FY21
Delivery cost savings (as % of sales)
2.0%
1.8pt
2.0%
1.8pt
4.0%
1.8pt
2.0%
2.8pt
Probability weighting
50% -
estimated most
likely outcome
15% -
low probability
and low impact
10% -
medium
probability and
medium impact
5% -
low probability
and medium
impact
2.0%
1.8pt
20% -
medium
probability
Headroom/(Deficit) ($’000)
Probability weighted headroom ($’000)
2,536
1,210
189
62
1,283
(787)
Review outcome
In completing the impairment review based on the scenarios and their assumptions and the weights above, the value in use of
the St David Dairy business exceeds its carrying value of goodwill by $1.2 million.
Brand
Brands acquired in a business combination are amortised on a straight-line basis over the period of their expected benefit,
being their finite life range of 5-20 years.
Customer contracts
Customer contracts acquired in a business combination are amortised on a straight-line basis over the period of their expected
benefit, being their finite life range of 0-10 years.
NOTE 13. CURRENT LIABILITIES - TRADE AND OTHER PAYABLES
Trade payables
Employee related payables
Other payables
Consolidated
2021
$’000
5,953
560
1,412
2020
$’000
4,922
886
1,075
7,925
6,883
Refer to note 25 for further information on financial instruments.
Accounting policy for trade and other payables
These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial
year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted.
The amounts are unsecured, non-interest bearing and are usually due for payment within 30 to 60 days of issue.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2021
54
NOTE 14. CURRENT LIABILITIES - CONTRACT LIABILITIES
Contract liabilities
Accounting policy for contract liabilities
Consolidated
2021
$’000
411
2020
$’000
-
Contract liabilities represent the consolidated entity’s obligation to transfer goods or services to a customer and are recognised
when a customer pays consideration, or when the consolidated entity recognises a receivable to reflect its unconditional right
to consideration (whichever is earlier) before the consolidated entity has transferred the goods or services to the customer.
NOTE 15. CURRENT LIABILITIES - OTHER CURRENT FINANCIAL LIABILITIES
Related party loans
Current portion of chattel mortgage loan
Lease liability
Consolidated
2021
$’000
-
-
-
-
2020
$’000
551
73
(1)
623
Refer to note 25 for further information on financial instruments.
In addition to the above, NAB provides an invoice finance facility to a subsidiary of the group, Maggie Beer Products Pty Ltd
which is available for $3.0 million.
The facility is secured over receivables of Maggie Beer Products, and is subject to the subsidiary complying with its obligations
(including financial covenants) under the facility.
At 30 June 2021, the aggregate amount outstanding under the facilities was $nil and the subsidiary was in compliance with its
obligations under those facilities.
NOTE 16. CURRENT LIABILITIES - LEASE LIABILITIES
Lease liability
Refer to note 25 for further information on financial instruments.
NOTE 17. CURRENT LIABILITIES - EMPLOYEE BENEFITS
Employee benefits
Consolidated
Consolidated
2021
$’000
1,644
2021
$’000
1,249
2020
$’000
1,098
2020
$’000
970
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2021 55
Accounting policy for employee benefits
Short-term employee benefits
Liabilities for annual leave and long service leave expected to be settled wholly within 12 months of the
reporting date are measured at the amounts expected to be paid when the liabilities are settled.
Provision is made for the group’s liability for employee benefits arising from services rendered by employees to
balance date. Employee benefits expected to be settled within one year have been measured at the amounts
expected to be paid when the liability is settled. Employee benefits payable later than one year have been
measured at the present value of the estimated future cash outflows to be made for those benefits.
NOTE 18. NON-CURRENT LIABILITIES - OTHER NON-CURRENT FINANCIAL LIABILITIES
Bank loans
Non-current portion of chattel mortgage
Refer to note 25 for further information on financial instruments.
Refer to note 30 for further information on related party transactions.
Total secured liabilities
The total secured lease liabilities are as follows:
Consolidated
2021
$’000
-
-
-
2020
$’000
752
443
1,195
As per note 15, Maggie Beer Products Pty Ltd, a subsidiary of the consolidated entity, has an invoice facility secured over the
receivables of the subsidiary.
The lease liabilities are effectively secured as the rights to the leased assets, recognised in the statement of financial position,
revert to the lessor in the event of default.
NOTE 19. NON-CURRENT LIABILITIES - LEASE LIABILITIES
Lease liability
Refer to note 25 for further information on financial instruments.
Consolidated
2021
$’000
1,636
2020
$’000
2,505
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2021 56
NOTE 20. NON-CURRENT LIABILITIES - EMPLOYEE BENEFITS
Employee benefits
Consolidated
2021
$’000
217
2020
$’000
153
Accounting policy for other long-term employee benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting
date are measured at the present value of expected future payments to be made in respect of services provided
by employees up to the reporting date using the projected unit credit method. Consideration is given to
expected future wage and salary levels, experience of employee departures and periods of service. Expected
future payments are discounted using market yields at the reporting date on high quality corporate bonds with
terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.
NOTE 21. NON-CURRENT LIABILITIES - CONTINGENT CONSIDERATION
Contingent Consideration
Refer to business combination note 32 for details on contingent consideration.
Consolidated
2021
$’000
13,790
2020
$’000
-
NOTE 22. EQUITY - ISSUED CAPITAL
Ordinary shares - fully paid
351,151,240
207,262,291
2021
Shares
2020
Shares
Consolidated
2021
$’000
169,386
2020
$’000
120,695
Movements in ordinary share capital
Details
Balance
Conversion of performance rights
to ordinary shares upon vesting
Date
Shares
Issue price
1 July 2019
207,152,292
10 December 2019
109,999
$0.000
Balance
30 June 2020
207,262,291
Conversion of performance rights
to ordinary shares upon vesting
05 November 2020
Issue of shares to directors
05 November 2020
Issue of shares to directors
13 January 2021
31,332
282,840
65,544
Issue of shares under entitlement offer
12 April 2021
58,245,174
Issue of shares under entitlement offer
26 April 2021
27,540,318
Issue of shares to vendors
Issue of shares to directors
Issue of shares under entitlement offer
Cost of capital raising
Balance
21 May 2021
57,142,858
02 June 2021
29 June 2021
80,883
500,000
-
30 June 2021
351,151,240
$0.000
$0.318
$0.458
$0.350
$0.350
$0.350
$0.371
$0.350
$0.000
$’000
120,695
-
120,695
1
90
30
20,386
9,639
20,000
30
175
(1,660)
169,386
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2021 57
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in
proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the
company does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
Share buy-back
There is no current on-market share buy-back.
Capital risk management
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated
as total borrowings less cash and cash equivalents.
The capital structure of the group consists of cash and cash equivalents and equity attributable to equity holders of the
parent, comprising issued capital, retained earnings and reserves. Operating cash flows are used to maintain and expand the
group’s assets, as well as to make the routine outflows of payables and tax.
The capital risk management policy remains unchanged from the 2020 Annual Report.
Accounting policy for issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from
the proceeds.
NOTE 23. EQUITY - RESERVES
Options reserve
Options reserve
Consolidated
2021
$’000
3,267
2020
$’000
1,634
Options reserve arises on the grant of share options to directors and employees of the group under the group incentive option
scheme. Amounts are transferred out of the reserve and into issued capital when the options are exercised.
The company operates an ownership-based remuneration scheme through the Incentive Option Scheme, details of which are
provided in note 37 to the financial statements. Other than minimal administration costs, which are expensed when incurred,
the plan does not result in any cash outflow from the company.
The fair value of equity-settled share-based payments is measured by use of the Black-Scholes model. The expected life
used in the models have been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise
restrictions, and behavioural considerations.
The fair value determined at the grant date of the equity settled share based payments is expensed on a straight line basis over
the vesting period, based on the consolidated entity’s estimate of shares that will eventually vest. At the end of each reporting
period, the group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the
original estimates, if any, is recognised in the statement of comprehensive income such that the cumulative expense reflects the
revised estimate, with a corresponding adjustment to the equity-settled employee benefits reserve.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2021
58
NOTE 23. EQUITY - RESERVES, CONT.
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
Consolidated
Balance at 1 July 2019
Share based payment
Balance at 30 June 2020
Share based payment
Balance at 30 June 2021
NOTE 24. EQUITY - DIVIDENDS
Dividends
Options
reserve
$’000
1,721
(87)
1,634
1,633
3,267
There were no dividends paid, recommended or declared during the current or previous financial year.
Franking credits
Franking credits available for subsequent financial years based on a tax rate of 30%
Consolidated
2021
$’000
7,568
2020
$’000
7,568
The above amounts represent the balance of the franking account as at the end of the financial year, adjusted for:
n franking credits that will arise from the payment of the amount of the provision for income tax at the reporting date
n franking debits that will arise from the payment of dividends recognised as a liability at the reporting date
n franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date
NOTE 25. FINANCIAL INSTRUMENTS
Financial risk management objectives
The capital structure of the consolidated entity consists of cash and cash equivalents and equity attributable to equity holders
of the parent, comprising issued capital, retained earnings and reserves. Operating cash flows are used to maintain and expand
the group’s assets, as well as to make the routine outflows of payables and tax.
The consolidated entity’s principal financial instruments comprise receivables, payables, cash and short-term deposits. These
activities expose the consolidated entity to a variety of financial risks: market risk (including interest rate risk and price risk),
credit risk and liquidity risk.
The consolidated entity does not have formal documented policies and procedures for the management of risk associated with
financial instruments. However, the Board has responsibility for managing the different types of risks to which the consolidated
entity is exposed. These responsibilities include considering risk and monitoring levels of exposure to interest rate risk, and
by being aware of market forecasts for interest rate, and commodity prices. Ageing analyses and monitoring of specific credit
allowances are undertaken to manage credit risk, liquidity risk is monitored through general business budgets and forecasts.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2021 59
Market risk
Price risk
The group is not exposed to any significant price risk.
Interest rate risk
The group’s exposure to market interest rates relates primarily to the group’s cash and short-term deposits held.
Sensitivity Analysis
The following sensitivity analysis is based on the interest rate risk exposures in existence at the statement of financial
position date.
At 30 June, if interest rates had moved, as illustrated in the table below, with all other variables held constant, post tax-loss
and equity would have been affected as follows:
Basis points increase
Basis points decrease
Effect
on profit
before tax
$’000
135
Effect on
equity
$’000
135
Basis points
change
(50)
Effect
on profit
before tax
$’000
(68)
Basis points
change
100
Basis points increase
Basis points decrease
Effect
on profit
before tax
$’000
72
Effect on
equity
$’000
72
Basis points
change
(50)
Effect
on profit
before tax
$’000
(36)
Basis points
change
100
Effect on
equity
$’000
(68)
Effect on
equity
$’000
(36)
Consolidated 2021
Bank deposits
Consolidated 2020
Bank deposits
Credit risk
The consolidated entity has adopted a lifetime expected loss allowance in estimating expected credit losses to trade
receivables through the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are
considered representative across all customers of the consolidated entity based on recent sales experience, historical
collection rates and forward-looking information that is available. This includes general macroeconomic indicators such as
RBA cash rate and GDP growth.
Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include the
failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual payments for
a period greater than 1 year.
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised
financial assets is the carrying amount of those assets, net of any allowance for impairment losses, as disclosed in the statement
of financial position and notes to the financial report.
The group trades only with recognised, creditworthy third parties, and as such collateral is not requested nor is it the group’s
policy to securitise its trade and other receivables. It is the group’s policy to consider the credit worthiness of all customers who
wish to trade on credit terms.
In addition, receivable balances are monitored on an ongoing basis with the result that the group’s exposure to bad debts is not
significant. There are no significant concentrations of credit risk.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2021 60
NOTE 25. FINANCIAL INSTRUMENTS, CONT.
Allowance for expected credit losses
The loss allowance as at 30 June 2021 was determined as follows for trade receivables:
Not past due
Past due 0 - 60 days
Past due 60+ days
Liquidity risk
Loss
allowance
provision
2021
$’000
Loss
allowance
provision
2020
$’000
Gross amount
2021
Gross amount
2020
$’000
$’000
-
1
133
134
-
-
142
142
4,184
2,528
194
6,906
5,108
1,796
373
7,277
The group manages liquidity risk by monitoring cash flow and maturity profiles of financial assets and liabilities.
Remaining contractual maturities
The following tables detail the consolidated entity’s remaining contractual maturity for its financial instrument liabilities. The
tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which
the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining
contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.
Consolidated 2021
Non-derivatives
Non-interest bearing
Trade payables
Interest-bearing - fixed rate
Lease liability
Total non-derivatives
Consolidated 2020
Non-derivatives
Non-interest bearing
Trade payables
Interest-bearing - fixed rate
Chattel mortgage
Related party loan
Lease liability
Total non-derivatives
Weighted
average
interest rate
1 year or less
Between 1
and 2 years
Between 2
and 5 years
Over 5 years
Remaining
contractual
maturities
%
$’000
$’000
$’000
$’000
$’000
-
7,922
4.75%
1,385
9,307
-
998
998
-
638
638
-
-
-
Weighted
average
interest rate
1 year or less
Between 1
and 2 years
Between 2
and 5 years
Over 5 years
7,922
3,021
10,943
Remaining
contractual
maturities
%
$’000
$’000
$’000
$’000
$’000
-
6,873
20
-
5.99%
2.46%
4.00%
101
579
1,248
8,801
101
167
1,308
1,596
404
475
1,285
2,164
-
-
150
-
150
6,893
606
1,371
3,841
12,711
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2021 61
Fair value of financial instruments
The directors consider that the carrying amounts of financial assets and financial liabilities recognised at amortised cost in the
financial statements approximate their fair values.
There were no financial instruments that are measured subsequent to initial recognition at fair value as at reporting date.
The fair values of financial assets and liabilities, together with their carrying amounts in the statement of financial position, for
the consolidated entity are as follows:
Consolidated
Assets
Cash and cash equivalents
Trade and other receivables
Liabilities
Trade and other payables
Chattel mortgage
Lease liability
Related party loans
2021
2020
Carrying
amount
$’000
Fair value
$’000
Carrying
amount
$’000
Fair value
$’000
13,542
7,999
21,541
7,922
-
3,280
-
13,542
7,999
21,541
7,922
-
3,280
-
7,245
8,022
15,267
6,893
516
3,602
1,303
7,245
8,022
15,267
6,893
516
3,602
1,303
11,202
11,202
12,314
12,314
NOTE 26. FAIR VALUE MEASUREMENT
Accounting policy for fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes,
the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date; and assumes that the transaction will take place
either: in the principal market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming
they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best
use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure
fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
NOTE 27. KEY MANAGEMENT PERSONNEL DISCLOSURES
Directors
The following persons were directors of Maggie Beer Holdings Ltd during the financial year:
Reg Weine
Hugh Robertson
Maggie Beer AM
Tom Kiing
Non-executive Chairman
Non-executive Director
Non-executive Director
Non-executive Director
Other key management personnel
The following persons also had the authority and responsibility for planning, directing and controlling
the major activities of the consolidated entity, directly or indirectly, during the financial year:
Chantale Millard
Eddie Woods
Chief Executive Officer
Chief Financial Officer (appointed 1 October 2020)
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2021
62
NOTE 27. KEY MANAGEMENT PERSONNEL DISCLOSURES, CONT.
Compensation
The aggregate compensation made to directors and other members of key management personnel of the consolidated entity
is set out below:
Short-term employee benefits
Long-term employee benefits
Post-employment benefits
Share-based payments
Consolidated
2021
$
2020
$
744,029
1,178,472
13,936
48,441
1,754,930
2,561,336
-
47,772
60,000
1,286,244
NOTE 28. REMUNERATION OF AUDITORS
During the financial year the following fees were paid or payable for services provided by PricewaterhouseCoopers, the
auditor of the company:
Audit services - PricewaterhouseCoopers
Audit or review of the financial statements
Other services - PricewaterhouseCoopers
Other services
Tax advisory
Consolidated
2021
$
2020
$
186,660
148,200
-
22,000
22,000
208,660
100,000
26,000
126,000
274,200
NOTE 29. COMMITMENTS
Upon adoption AASB 16 from 1 July 2019, the majority of operating leases are now recognised on the balance sheet.
NOTE 30. RELATED PARTY TRANSACTIONS
Parent entity
Maggie Beer Holdings Ltd (previously Longtable Group Limited) is the parent entity of the consolidated entity.
Subsidiaries
Interests in subsidiaries are set out in note 33.
Key management personnel
Disclosures relating to key management personnel are set out in note 27 and the remuneration report included in the
Directors’ report.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2021
63
Transactions with related parties
During the year, Maggie Beer Products Pty Ltd entered into the following trading transactions with related parties that are not
members of the consolidated entity:
Sale of goods and services:
- To entities with common directorship*
Payment for goods and services:
- From entities with common directorship*
- From key management personnel**
Consolidated
2021
$
2020
$
220,263
171,913
944,094
157,104
657,804
157,104
* Sales and purchases to entities with common directorship include rent, purchase and sale of products and other expenses to entities associated with Maggie Beer.
** Maggie Beer has continued as a brand ambassador during the year, continuing her association with the Maggie Beer brand, its product development program and
customer relationship. Maggie Beer receives fees of $13,092 per month for her services. Maggie Beer received $157,104 for services provided during the year.
During the year, the company completed capital raisings amounting to a fair value of approximately $30 million from the issue
of 86,285,492 shares at an issue price of $0.35 (35 cents). These capital raisings were fully underwritten by Bell Potter Securities
Limited, an entity associated with Hugh Robertson. Bell Potter was paid management and underwriting fees of $1,480,417.
Receivable from and payable to related parties
The following balances are outstanding at the reporting date in relation to transactions with related parties entered
into by Maggie Beer Products Pty Ltd, with related parties that are not members of the consolidated entity:
Consolidated
2021
$
2020
$
Current receivables:
Trade receivables from entities with common directorship
32,936
384
Current payables:
Trade payables to entities with common directorship
Trade payables to key management personnel
42,868
-
42,158
14,401
The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given or received. No expense
has been recognised in the current or prior periods for bad or doubtful debts in respect of the amounts owed by related parties.
Loans to/from related parties
The following balances are outstanding at the reporting date in relation to loans with related parties:
Consolidated
2021
$
2020
$
Total borrowings:
Loan from entity with common directorship
-
1,303
On 20 August 2020, the company repaid a $400,000 loan (Loan Amount) in full early, together with accrued interest, to the
Beer Family Holdings Pty Ltd as trustee for the Beer Family Trust.
At the end of June, the loan from the Beer Family Trust was repaid early with accrued interest 5 years earlier than the contractual
term saving on future interest costs. The total undiscounted loan value repaid in FY21 was $0.9 million (FY20 balance: $1.0 million).
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2021 64
NOTE 31. PARENT ENTITY INFORMATION
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Loss after income tax
Total comprehensive income
Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Equity
Issued capital
Options reserve
Accumulated losses
Total equity
Parent
Parent
2021
$’000
(3,933)
(3,933)
2021
$’000
2,833
87,082
964
998
169,386
3,268
(86,570)
2020
$’000
(14,982)
(14,982)
2020
$’000
9,263
57,393
1,586
2,097
120,695
1,634
(67,033)
86,804
55,296
There were no contingent liabilities of the company (2020: NIL).
Capital commitments - Property, plant and equipment
There were no commitments for the acquisition of property, plant and equipment by the parent entity during the year (2020: NIL).
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 2,
except for the following:
n Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
NOTE 32. BUSINESS COMBINATIONS
Hampers and Gifts Australia
On 21 May 2021, Maggie Beer Holdings Ltd acquired 100% of the ordinary shares of Hampers and Gifts
Australia Pty Ltd (“HGA”) for a total upfront consideration of $40 million plus contingent consideration (earnout),
comprising of cash and shares. HGA is a leading e-commerce gourmet hamper and gift business.
At the date of finalisation of the annual year report, the consolidated entity has provisionally analysed on whether all
identifiable intangible assets have been recognised and vendor warranties and representations met. Accordingly, the initial
accounting for the acquisition of HGA has only been provisionally determined at the end of the reporting period. For tax
purposes, the tax values of HGA’s assets are required to be reset based on market values of the assets when admitted into
the tax consolidated group.
The acquired business contributed revenues of $2.17 million and a profit after tax of $0.45 million to the consolidated entity
for the period ending 30 June 2021.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2021
The provisional fair values of the identifiable net assets acquired are detailed below:
Other current assets
Other receivables
Inventories
Leasehold improvements
Plant and equipment
Right-of-use assets
Website
Brand
Customer contracts
Trade and other payables
Contract liabilities
Deferred tax liability
Lease liability
Net assets acquired
Goodwill
Acquisition-date fair value of the total consideration transferred
Representing:
Cash paid or payable to vendor
MBH shares issued to vendor
Value of MBH shares issued at $0.35 (35 cents) per share
Contingent consideration*
Cash receivable on Working Capital/Net Debt adjustment**
65
Provisional
Fair value
$000
179
199
3,702
11
362
221
208
9,440
4,860
(1,726)
(273)
(4,290)
(285)
12,608
40,717
53,325
20,000
20,000
13,790
(640)
53,150
i. Consideration transferred
The company paid $20 million cash and $20 million worth of shares at an issue price of $0.35 (35 cents) per ordinary share.
n 50% of the shares have been escrowed until the earlier of the release of the company’s financial statements for the year
ending 30 June 2022 or 31 October 2022; and
n as to the remaining 50% of the Vendor Shares: from the issue date until the earlier of the release of the company’s financial
statements for the financial year ending 30 June 2023 or 31 October 2023.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2021
66
NOTE 32. BUSINESS COMBINATIONS, CONT.
*Contingent consideration
In the event that Hampers and Gifts Australia (“HGA”) achieves no less than $10 million EBITDA for the financial year ending
30 June 2023 (Earnout Period) the vendors will be entitled to a base earnout consideration of $10 million (50% cash and
50% shares). However, in addition to the base earnout amount, the vendors will be entitled to an additional $1 million for
every increase of $1 million in EBITDA (up to a maximum of an additional $5 million) during the earnout period in the same
portions of cash and shares. For example, if HGA achieves no less than $14 million in EBITDA for the earnout period, then
the total earnout amount will be $14 million and if HGA achieves no less than $17 million in EBITDA for the earnout period,
then the total earnout will be $15 million.
The potential undiscounted amount payable under the agreement is between $0 for EBITDA less than $10 million for the
financial year ending 30 June 2023 (earnout period) and $15 million for EBITDA above $15 million. The fair value of the
contingent consideration of $13.8 million was estimated by calculating the present value of future expected cash flows. The
estimates are based on a discount rate of 8.21% and assumed probability-adjusted sales of HGA of between $13 million and
$15 million.
**Cash receivable on Working Capital/Net Debt adjustment
The share purchase agreement on acquisition of HGA utilised completion accounts where the target working capital amount
and net debt amounts were agreed prior to acquisition date. The cash adjustment receivable from the vendors represents
the difference between the actual amount of working capital and net debt on completion date compared to target.
The cash adjustment was received subsequently from the vendors on 04 August 2021.
ii. Acquisition related costs
Acquisition-related costs amounting to $0.84 million are not included as part of consideration for the acquisition and have
been recognised as transaction costs for the period ended 30 June 2021.
Accounting policy for business combinations
The acquisition method of accounting is used to account for business combinations regardless of whether equity
instruments or other assets are acquired.
The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments
issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling interest
in the acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either fair value or
at the proportionate share of the acquiree’s identifiable net assets. All acquisition costs are expensed as incurred to profit or
loss.
On the acquisition of a business, the consolidated entity assesses the financial assets acquired and liabilities assumed for
appropriate classification and designation in accordance with the contractual terms, economic conditions, the consolidated
entity’s operating or accounting policies and other pertinent conditions in existence at the acquisition-date.
Where the business combination is achieved in stages, the consolidated entity remeasures its previously held equity interest
in the acquiree at the acquisition-date fair value and the difference between the fair value and the previous carrying amount
is recognised in profit or loss.
Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent
changes in the fair value of the contingent consideration classified as an asset or liability is recognised in profit or loss.
Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity.
The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-controlling interest
in the acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment in the
acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair value of
the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain directly
in profit or loss by the acquirer on the acquisition-date, but only after a reassessment of the identification and measurement
of the net assets acquired, the non-controlling interest in the acquiree, if any, the consideration transferred and the acquirer’s
previously held equity interest in the acquirer.
Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional
amounts recognised and also recognises additional assets or liabilities during the measurement period, based on new
information obtained about the facts and circumstances that existed at the acquisition-date. The measurement period ends
on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the information
possible to determine fair value.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2021 67
NOTE 33. INTERESTS IN SUBSIDIARIES
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in
accordance with the accounting policy described in note 2:
Name
B D Farm Paris Creek Pty Ltd*
St David Dairy Pty Ltd*
Maggie Beer Products Pty Ltd*
Hampers and Gifts Australia Pty Ltd*
Principal place of business /
Country of incorporation
Australia
Australia
Australia
Australia
2021
%
100.00%
100.00%
100.00%
100.00%
2020
%
100.00%
100.00%
100.00%
-
Ownership interest
* Maggie Beer Holdings Ltd (previously Longtable Group Limited), B.-d Paris Creek Farms Pty Ltd, Maggie Beer Products Pty Ltd, St David Dairy Pty Ltd and Hampers and Gifts Australia
Pty Ltd are parties to a deed of cross guarantee under which each company guarantees the debts of the others. By entering into the deed, the wholly-owned entities have been relieved
from the requirement to prepare a financial report and directors’ report under ASIC Corporations (Wholly-owned Companies) Instrument 2016/785.
NOTE 34. EVENTS AFTER THE REPORTING PERIOD
On 2 August 2021, Chantale Millard was appointed as a director of the Board.
No other matter or circumstance has arisen since 30 June 2021 that has significantly affected, or may significantly affect the
consolidated entity’s operations, the results of those operations, or the consolidated entity’s state of affairs in future financial years.
NOTE 35. RECONCILIATION OF PROFIT/(LOSS) AFTER INCOME TAX TO NET CASH FROM/(USED IN)
OPERATING ACTIVITIES
Consolidated
Profit/(loss) after income tax benefit for the year
Adjustments for:
Depreciation and amortisation
Share-based payments
Interest income classified as financing cashflow
Interest expense classified as financing cashflow
Impairment expense
Change in operating assets and liabilities:
Decrease/(increase) in trade and other receivables
Decrease/(increase) in inventories
Increase in deferred tax assets
Increase/(decrease) in trade and other payables
Increase/(decrease) in other provisions
Net cash from/(used in) operating activities
2021
$’000
1,861
3,317
1,785
(33)
404
-
118
(1,312)
(4,290)
(574)
191
1,467
2020
$’000
(14,754)
3,126
(87)
-
224
12,067
(558)
128
-
49
(354)
(159)
Non-cash investing and financing activities consist of shares issued during the year as consideration for business
combinations, as disclosed in note 32.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2021 68
NOTE 36. EARNINGS PER SHARE
Profit/(loss) after income tax attributable to the owners of Maggie Beer Holdings Ltd
Consolidated
2021
$’000
1,861
2020
$’000
(14,754)
Number
Number
Weighted average number of ordinary shares used in calculating basic earnings per share
231,277,191
207,212,713
Weighted average number of ordinary shares used in calculating diluted earnings per share
231,277,191
207,212,713
Basic earnings per share
Diluted earnings per share
Accounting policy for earnings per share
Basic earnings per share
Cents
0.805
0.805
Cents
(7.120)
(7.120)
Basic earnings per share is calculated by dividing the profit attributable to the owners of Maggie Beer Holdings Ltd,
excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares
outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account
the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the
weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential
ordinary shares.
NOTE 37. SHARE-BASED PAYMENTS
Set out below are summaries of options granted under the plan:
The options and performance rights hold no voting or dividend rights and are not transferable.
Set out below is a summary of options outstanding at reporting date:
2021
Grant date
Vesting date
17/12/2013
16/07/2020
16/07/2020
16/07/2020
28/10/2020
28/10/2020
28/10/2020
17/12/2020
16/07/2020
16/07/2020
16/07/2020
01/07/2021
01/07/2022
01/07/2023
Exercise
price
$1.500
$0.150
$0.180
$0.200
$0.150
$0.180
$0.200
Balance at
the start of
the year
50,321
-
-
-
-
-
-
-
1,500,000
1,500,000
1,500,000
3,000,000
3,000,000
3,000,000
50,321
13,500,000
Granted
Exercised
Expired/
forfeited/
other
(50,321)
-
-
-
-
-
-
Balance
at the end
of the year
-
1,500,000
1,500,000
1,500,000
3,000,000
3,000,000
3,000,000
(50,321)
13,500,000
-
-
-
-
-
-
-
-
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2021
69
2020
Grant date
Vesting date
17/12/2013
17/12/2013
07/08/2017
28/11/2018
28/11/2018
17/12/2019
17/12/2020
07/08/2017
30/06/2020
30/06/2021
Exercise
price
$1.500
$1.500
$0.500
$0.750
$0.750
Balance at
the start of
the year
50,321
50,321
2,800,000
1,132,000
4,528,000
8,560,642
Granted
Exercised
-
-
-
-
-
-
Expired/
forfeited/
other
(50,321)
Balance
at the end
of the year
-
-
50,321
(2,800,000)
(1,132,000)
(4,528,000)
(8,510,321)
-
-
-
50,321
-
-
-
-
-
-
Set out below is a summary of the performance rights outstanding at reporting date:
Grant date
28/11/2018
28/11/2018
Vesting date
30/06/2020
30/06/2021
2021
Number
-
-
-
2020
Number
15,666
31,334
47,000
For the options granted during the current financial year, the valuation model inputs used to determine the fair value at the
grant date, are as follows:
Grant date
Vesting date
16/07/2020
16/07/2020
16/07/2020
28/10/2020
28/10/2020
28/10/2020
16/07/2020
16/07/2020
16/07/2020
01/07/2021
01/07/2022
01/07/2023
VWAP
Share price
at grant date
$0.225
$0.225
$0.225
$0.321
$0.321
$0.321
Exercise
price
Expected
volatility
Dividend
yield
Risk-free
interest rate
Fair value
at grant date
$0.150
$0.180
$0.200
$0.150
$0.180
$0.200
90.00%
90.00%
90.00%
90.00%
90.00%
90.00%
-
-
-
-
-
-
0.26%
0.26%
0.26%
0.11%
0.13%
0.13%
$0.131
$0.121
$0.115
$0.220
$0.217
$0.219
There are service period and non-market conditions attached to the options issued on 28 October 2020, which require
reaching trading EBITDA targets from $2m to $8m in the respective periods. Management has assessed the probability
of these targets being reached as 100% as at 30 June 2021. The EBITDA targets will be re-assessed in light of the recent
purchase of Hampers and Gifts Australia Pty Ltd.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2021
70
Directors’ Declaration
In the directors’ opinion:
n the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the
Corporations Regulations 2001 and other mandatory professional reporting requirements;
n the attached financial statements and notes comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board as described in note 2 to the financial statements;
n the attached financial statements and notes give a true and fair view of the consolidated entity’s financial position as at 30
June 2021 and of its performance for the financial year ended on that date; and
n there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and
payable.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the directors
Reg Weine
Non-Executive Chairman
19 August 2021
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021 71
Independent auditor’s report
To the members of Maggie Beer Holdings Ltd
Report on the audit of the financial report
Our opinion
In our opinion:
The accompanying financial report of Maggie Beer Holdings Ltd (the Company) and its controlled
entities (together the Group) is in accordance with the Corporations Act 2001, including:
(a) giving a true and fair view of the Group's financial position as at 30 June 2021 and of its
financial performance for the year then ended
(b) complying with Australian Accounting Standards and the Corporations Regulations 2001.
What we have audited
The Group financial report comprises:
the consolidated statement of financial position as at 30 June 2021
the consolidated statement of changes in equity for the year then ended
the consolidated statement of cash flows for the year then ended
the consolidated statement of profit or loss and other comprehensive income for the year then
ended
the notes to the consolidated financial statements, which include significant accounting policies
and other explanatory information
the directors’ declaration.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the financial
report section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Independence
We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical
Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence
Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also
fulfilled our other ethical responsibilities in accordance with the Code.
PricewaterhouseCoopers, ABN 52 780 433 757
2 Riverside Quay, SOUTHBANK VIC 3006, GPO Box 1331, MELBOURNE VIC 3001
T: 61 3 8603 1000, F: 61 3 8603 1999, www.pwc.com.au
Liability limited by a scheme approved under Professional Standards Legislation.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021
72
Our audit approach
An audit is designed to provide reasonable assurance about whether the financial report is free from
material misstatement. Misstatements may arise due to fraud or error. They are considered material if
individually or in aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of the financial report.
We tailored the scope of our audit to ensure that we performed enough work to be able to give an
opinion on the financial report as a whole, taking into account the geographic and management
structure of the Group, its accounting processes and controls and the industry in which it operates.
Materiality
Audit scope
Our audit focused on where the Group made
subjective judgements; for example, significant
accounting estimates involving assumptions and
inherently uncertain future events.
Maggie Beer Holdings Ltd operates across four
operating segments with its head office functions
based in South Australia, Australia.
For the purpose of our audit we used overall
Group materiality of $538,000, which represents
approximately 1% of the Group's total revenues.
We applied this threshold, together with
qualitative considerations, to determine the scope
of our audit and the nature, timing and extent of
our audit procedures and to evaluate the effect of
misstatements on the financial report as a whole.
We chose Group total revenues because, in our
view, it is the benchmark against which the
performance of the Group is most commonly
measured.
We utilised a 1% threshold based on our
professional judgement, noting it is within the
range of commonly acceptable thresholds.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report for the current period. The key audit matters were addressed in the
context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters. Further, any commentary on the outcomes of a
particular audit procedure is made in that context. We communicated the key audit matters to the
Audit and Risk Committee.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021
73
Key audit matter
How our audit addressed the key audit matter
Impairment assessment of the St David
Dairy Cash Generating Unit (CGU)
(Refer to note 14)
The Group has allocated goodwill of $11.8 million
to the St David Dairy ("SDD") CGU. Under
Australian Accounting Standards, the Group is
required to assess goodwill for impairment at least
annually.
The recoverable amounts of the CGU was
determined based on value-in-use calculations.
These calculations require the use of assumptions,
including estimated discount rates based on the
current cost of capital and growth rates of
estimated future cash flows.
We considered this to be a key audit matter
because of the financial significance of the
goodwill allocated to the St David Dairy CGU and
the judgements and assumptions made by the
Group in determining the recoverable amount, to
which it is particularly sensitive, as detailed in
note 14 of the financial statements.
Our procedures included, amongst others:
Developing an understanding of how the Group
identified assumptions and sources of data
Assessing whether the Cash Generating Unit
(CGU) identified by the Group and the assets
and liabilities allocated to it was consistent with
our knowledge of the Group’s operating and
internal reporting.
Together with PwC experts, evaluating the
appropriateness of significant assumptions in
the context of Australian Accounting Standards.
This included:
o Assessing whether the discount rate
used in the model was appropriate by
comparing it to market data,
comparable companies and industry
research
o Comparing the forecast cash flows used
in the model were consistent with the
most up-to-date budget formally
approved by the Board
o Comparing growth rate assumptions to
alternative assumptions used in the
industry and/or market
o Evaluating the Group’s historical ability
to forecast future cash flows by
comparing budgets with reported
actual results for prior years
o Evaluating appropriateness of inputs
used to calculate the terminal value
We have also evaluated the reasonableness of
the disclosure against the requirements of
Australian Accounting Standards
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021
74
Key audit matter
How our audit addressed the key audit matter
Accounting for business combinations
(Refer to note 30)
On 21 May 2021, Maggie Beer Holdings Limited
acquired 100% of the ordinary shares of Hampers
& Gifts Australia Pty Ltd ("Hampers & Gifts
Australia") for a total upfront consideration of $40
million plus contingent consideration (earnout),
comprising of cash and shares.
Accounting for the acquisition of Hampers & Gifts
Australia has been provisionally determined at the
end of the reporting period.
We determined that this is a key audit matter due
to the financial significance of the transaction, the
judgement involved in calculating the fair value of
the net assets acquired and the resultant goodwill
and intangible assets arising on the acquisition.
Our procedures included, amongst others:
assessing the fair values of the acquired assets and
liabilities recognised, including;
o assessing the competence and capability of
management’s expert engaged to value the
intangible assets and goodwill
o evaluating appropriateness of source data and
significant assumptions used
considering the resonableness of the business
combination disclosures in light of the
requirements of Australian Accounting Standards
In relation to the valuation of the contingent
consideration, our procedures included, amongst others:
assessing if the calculation of the contingent
consideration was in accordance with the
contractual arrangements and the requirements of
Australian Accounting Standards
developing an understanding of the Group’s
perspective on the future growth of the acquired
businesses
assessing the Group’s evaluation of whether the
conditions required for the contingent
consideration to be paid were likely to be met in the
future based upon actual performance since
acquisition and current Group forecasts
considering the reasonableness of the contingent
consideration disclosures in light of the
requirements of Australian Accounting Standards
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021
75
Other information
The directors are responsible for the other information. The other information comprises the
information included in the annual report for the year ended 30 June 2021, but does not include the
financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of
this auditor’s report, we conclude that there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards 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 the financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of
our auditor's report.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021
76
Report on the remuneration report
Our opinion on the remuneration report
We have audited the remuneration report included in pages 24 to 29 of the directors’ report for the
year ended 30 June 2021.
In our opinion, the remuneration report of Maggie Beer Holdings Ltd for the year ended 30 June 2021
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
remuneration report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the remuneration report, based on our audit conducted in accordance with
Australian Auditing Standards.
PricewaterhouseCoopers
Brad Peake
Partner
Melbourne
19 August 2021
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021
77
2021 Additional Securities
Exchange Information
In accordance with ASX Listing Rule 4.10, the company provides the following information to shareholders not elsewhere
disclosed in this Annual Report. The information provided is current as at 11 August 2021 (Reporting Date).
2021 CORPORATE GOVERNANCE STATEMENT
The company’s directors and management are committed to conducting the group’s business in an ethical manner and in
accordance with the highest standards of corporate governance. The company has adopted and substantially complies
with the ASX Corporate Governance Principles and Recommendations (Fourth Edition) (Recommendations) to the extent
appropriate to the size and nature of the group’s operations.
The company has prepared a statement which sets out the corporate governance practices that were in operation
throughout the financial year for the company, identifies any Recommendations that have not been followed, and provides
reasons for not following such Recommendations (Corporate Governance Statement).
In accordance with ASX Listing Rules 4.10.3 and 4.7.4, the Corporate Governance Statement will be available for review
on the company’s website (https://www.maggiebeer.com.au/investor-info/corporate-governance) and will be lodged
together with an Appendix 4G with ASX at the same time that this Annual Report is lodged with ASX. The Appendix 4G will
particularise each Recommendation that needs to be reported against by the company, and will provide shareholders with
information as to where relevant governance disclosures can be found.
The company’s corporate governance policies and charters are all available on its website (https://www.maggiebeer.com.au/
investor-info/corporate-governance).
Number of Holdings of Equity Securities
As at 11 August 2021 (Reporting Date), the number of holders in each class of equity securities on issue in Maggie Beer
Holdings Ltd is as follows:
Class of Equity Securities
Fully paid ordinary shares
Options exercisable at $0.15 and expiring 16 July 2024
Options exercisable at $0.18 and expiring 16 July 2024
Options exercisable at $0.20 and expiring 16 July 2024
Options exercisable at $0.15 and expiring 28 October 2024
Options exercisable at $0.18 and expiring 28 October 2024
Options exercisable at $0.20 and expiring 28 October 2024
Number of holders
2,829
1
1
1
1
1
1
Voting Rights of Equity Securities
The only class of equity securities on issue in the company which carry voting rights is ordinary shares.
As at the Reporting Date, there were 2,829 holders of a total of 351,151,240 ordinary shares of the company. The voting
rights attaching to the ordinary shares as set out in clause 20 of the company’s constitution are that every member who is
present at a general meeting and entitled to vote:
n on a show of hands, has one vote;
n on a poll, has one vote for each fully paid share the member holds; and
n in the case of a partly paid share, that fraction of a vote equivalent to the proportion which the amount paid up (excluding
any amount credited as paid up) on that partly paid share bears to the total issue price of that share. Amounts paid in
advance of a call are ignored when calculating the proportion.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021 78
Distribution of Holders of Equity Securities
The distribution of holder of equity securities on issue in the company as at the Reporting Date is as follows:
Range
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Total
Unmarketable Parcels
Ordinary Fully Paid Shares
Total Holders
Units
% of Issued Capital
939
751
346
680
176
2,829
206,733
1,999,571
2,641,208
21,849,405
243,302,540
351,151,240
0.06
0.57
0.75
6.22
92.40
100
The number of holders of less than a marketable parcel of ordinary shares based on the closing market price as at the
Reporting Date is as follows:
Unmarketable Parcels
Minimum Parcel Size
Minimum $500 parcel at $0.42 per unit
1,190
Holders
971
Units
241,187
Substantial Shareholders
As at the Reporting Date, the names of the substantial holders of Maggie Beer Holdings Ltd and the number of equity
securities in which those substantial holders and their associates have a relevant interest, as disclosed in substantial holding
notices given to the company, are as follows:
Substantial Shareholder
Number of Shares
Percentage
Emily McWaters Investments Pty Ltd < Emily McWaters Invest A/C>
David Morgan Investments Pty Ltd
Perennial Value Management Ltd
Rubi Holdings Pty Ltd
Geoff Wilson
Ellerston Capital Limited
Ethical Partners Funds Management Pty Ltd
28,571,429
28,571,429
24,149,956
20,160,097
19,494,507
18,887,908
18,191,837
8.137%
8.137%
6.890%
7.252%
6.89%
5.39%
5.18%
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021 79
Twenty Largest Holders of Quoted Equity Securities
The company only has one class of quoted securities, being ordinary shares. The names of the 20 largest holders of ordinary
shares, and the number of ordinary shares and percentage of capital held by each holder is as follows:
Ordinary shares
DAVID MORGAN INVESTMENTS PTY LTD
EMILY MCWATERS INVESTMENTS PTY LTD
NATIONAL NOMINEES LIMITED
RUBI HOLDINGS PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
DYNASTY PEAK PTY LTD
BNP PARIBAS NOMS PTY LTD
UBS NOMINEES PTY LTD
BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD
SIEANA PTY LTD
JBWERE (NZ) NOMINEES LIMITED <50645 A/C>
BEER FAMILY HOLDINGS PTY LTD
BUDUVA PTY LTD
BICKFORDS (AUSTRALIA) PTY LTD
BUNGEELTAP PTY LTD
SANDHURST TRUSTEES LTD
THIRTY-FIFTH CELEBRATION PTY LTD
JBWERE (NZ) NOMINEES LIMITED <56871 A/C>
GLOBAL ENTERPRISE AND INVESTMENTS INTERNATIONAL
PTY LTD
Voluntary Escrow
Number
held
28,571,429
28,571,429
27,417,360
25,465,386
23,749,157
23,373,975
18,502,402
14,268,534
13,059,328
12,631,426
9,472,100
7,081,142
5,873,685
4,234,428
3,734,462
3,721,129
3,380,187
3,087,317
2,882,095
2,645,713
% total shares
issued
8.137%
8.137%
7.808%
7.252%
6.763%
6.656%
5.269%
4.063%
3.719%
3.597%
2.697%
2.017%
1.673%
1.206%
1.063%
1.060%
0.963%
0.879%
0.821%
0.753%
Voluntary Escrowed Shares
Escrowed until the earlier of the release of the company’s financial statements for the financial year ending
30 June 2022 or 31 October 2022
Escrowed until the earlier of the release of the company’s financial statements for the financial year ending
30 June 2023 or 31 October 2023
TOTAL
28,571,428
28,571,430
57,142,856
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021 80
Unquoted Equity Securities
The number of each class of unquoted equity securities on issue, and the number of their holders, are as follows:
Class of Equity Securities
Number of unquoted Equity Securities
Number of holders
Options
13,500,000
2
There are no persons who hold 20% or more of equity securities in each unquoted class other than under an employee
incentive scheme.
On Market Buyback
There is no current on-market buy-back program in place.
Issues of Securities
There are no issues of securities approved for the purposes of item 7 of section 611 of the Corporations Act which have not
yet been completed.
Securities purchased on-market
No securities were purchased on-market during the reporting period under or for the purposes of an employee incentive
scheme or to satisfy the entitlements of the holders of options or other rights to acquire securities granted under an
employee incentive scheme.
Stock Exchange Listing
Maggie Beer Holdings Ltd’s ordinary shares are quoted on the Australian Securities Exchange (ASX issuer code: MBH).
Other Information
Registers of securities are held by Boardroom Pty Limited, Level 12,225 George Street Sydney NSW 2000.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021 81
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2021 ABN 69 092 817 171
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