ANNUAL
REPORT
2022
2
2
Corporate
Directory
Directors
Reg Weine (Non-executive Chairman)
Chantale Millard (Chief Executive Officer/Executive Director)
Maggie Beer AO (Non-executive Director)
Tom Kiing (Non-executive Director)
Hugh Robertson (Non-executive Director)
Susan Thomas (Non-executive Director)
(Appointed 1 July 2022)
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/
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 2
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 2
3
3
Our Brands
OU R PASSION IS MAKING AND CURATING QUALIT Y, PREMIUM AUSTRALIAN FOOD, BEVERAGE AND GIF TING
P RO DUCTS, WITH THE FINEST 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.
Maggie Beer Products, Hampers and Gifts Australia, Paris Creek Farms and St 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!
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 (including Maggie
Beer Products), these businesses are two of Australia’s most sought after
and trusted online destinations for beautiful gifts for any occasion.
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. As part of its sustainability journey, Paris Creek Farms
has worked with its farmers to achieve Carbon Neutral status in FY22.
Saint David Dairy
St David Dairy is inner-Melbourne’s only premium micro-dairy. Loved by
baristas, restaurateurs and consumers, its ever-growing appeal comes
from its community roots, local dairy and 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.
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 2
44
“MBH is Australia’s leading
purveyor of premium food,
beverage and gifting products”
- REG WEINE, CH A 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 2
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022 55
02
07
09
14
16
19
20
34
39
41
42
43
44
78
79
86
Contents
Corporate Directory
Letter from the Chairman
Letter from the CEO and Managing Director
Operations Report
Environmental, Sustainability and Governance
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
Additional Securities Exchange Information
We create premium, innovative
and memorable 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 2022
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 2
66
“
“The 2022 financial year
was a transformative year for
Maggie Beer Holdings Ltd.”
- REG WEINE, 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 2
7
7
Letter from
the Chairman
R EG W E INE
CH A IRMA N
Dear Shareholders
The 2022 financial year was a transformative year for
Maggie Beer Holdings Ltd (MBH).
Towards the end of FY22 the MBH Board made the difficult
but important decision to commence a process to divest
the Company’s legacy Dairy Assets – Paris Creek Farms and
St David Dairy which were considered non-core.
Future focus on Maggie Beer Products and Hampers
& Gifts Australia
This decision means Maggie Beer Products (MBP) and
Hampers & Gifts Australia (HGA) are now the two core
business units forming our Continuing Operations. These
two businesses are premium Australian food and gifting
brands that have been growing strongly.
Continuing Operations generating strong e-commerce
sales and above average investment returns
With 66% of our FY22 revenues from these businesses
coming from e-commerce, we have successfully de-risked
our portfolio and go-to-market channels and built a
platform for sustained future growth.
HGA’s main e-commerce site, the Hamper Emporium, saw
its website visits and revenue increase by 26% in FY22. At
the same time, the MBH e-commerce business continued
its strong growth with revenue up 156% in FY22.
MBH now has an engaged digital audience of more
than 900k consumers. Combined with our range of new
innovative products and hampers, our e-commerce
businesses are positioned for sustained growth.
Strong growth in Continuing Operations revenue
and trading EBITDA in FY22
Despite the challenging operating conditions that all
businesses have had to operate in over the past 12 months,
our Continuing Operations achieved 22% sales growth on
a proforma basis* in FY22 with a healthy 53% gross margin.
Trading EBITDA from Continuing Operations was $11.3
million and NPAT was $7.5 million.
*Pro-forma results include unaudited HGA results prior
to the acquisition on 21/05/2021
Dairy Assets being sold and classified
as Discontinued Operations
The Dairy Assets have been classified as Discontinued
Operations for the purpose of this financial report, and
we are currently in advanced discussions with potential
purchasers of these businesses. Given the wide range of
possible divestment outcomes, the MBH Board has written
down the fair value of the Dairy Assets to $11.4 million,
recording a non-cash impairment of $17.5 million.
MBH to reward shareholders
As announced in May 22, it’s MBH’s intention to commence
paying dividends but due to the loss on its Dairy Assets,
the board proposes to recommend a Return of Capital of
1.0 cent per share, in lieu of a FY22 Dividend, subject to
shareholder approval at the 2022 AGM.
Our businesses are only as good as our people
I would like to take this opportunity to acknowledge our
extraordinary team led by our CEO Chantale, who have yet
again proved how committed and resilient they are in the
face of adversity. We continue to invest in our people and
culture and in FY22 we launched the new Company values:
Passionate, Nimble, Ambitious, Inclusive, & Community
Focused and we created a Reward & Recognition Program,
to recognise the great work done by our people and teams.
Well positioned to continue the Company’s
growth trajectory
Consistent with our growth strategy, the successful
integration of HGA and the planned divestment of the
non-core Dairy Assets, MBH is now a focused, fast growing,
profitable, premium branded food, beverage & gifting
business with bright prospects.
MBH has a strong balance sheet, is profitable and cashflow
positive. We believe we have the people, brands, platform,
and a strong pipeline of innovative new products to ensure
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 our Annual
General Meeting in November.
Yours sincerely,
Reg Weine
Chairman
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 2
8
8
“
“FY23 will see MBH continue
to grow its retail grocery
businesses, with new product
launches and increased
ranging as well as growing its
e-commerce businesses through
strategic marketing investment
of its premium hamper and
gifting range.”
- CH ANTALE MI LLARD,
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 2
9
9
CEO & Managing
Director’s Report
Group robust against multiple challenges in Australia
and globally over FY22
Whilst we knew that FY22 was going to have its challenges,
as we continued to grapple with the fallout of COVID-19,
we could not have foreseen the disruption that would be
caused by the numerous natural disasters across Australia
and the impact of global events.
The continued fallout from COVID-19 resulted in staff
shortages across our businesses and those of our
customers and suppliers. This, coupled with a low
unemployment rate and an increasing demand for workers
as Australian businesses re-opened, exacerbated labour
shortages and increased employment costs.
Supply chains, already in disruption from COVID-19
were disrupted further by the floods in Central Australia
and then Northern New South Wales and Queensland.
The demand for sea freight resulted in higher import
costs which did not ease as hoped in Q3 FY22, with war
breaking out in the Ukraine and COVID-19 lockdowns in
China stifling this recovery. The war in Ukraine also drove
up fuel prices, further increasing transport costs from the
end of February 22.
Inflation increased at a rapid pace in FY22, with cost
pressure across all our businesses. However, our premium
brands have pricing power and we have successfully
implemented price increases across our products to
respond to the cost inflation felt.
As a Group, our focus continues to be on employee
wellbeing & retention as well as sustained growth through
increased ranging, new product launches and price
increases. The results for FY22 show the resilience of MBH
with continued revenue growth, strong gross margins, cash
generation, a strong cash balance, no non-asset backed
debt and a workforce that is engaged, safe and well.
Strategic decision implemented to sell our Dairy Assets
The MBH Board made the difficult but strategic decision
in Q4 FY22 to divest the Company’s legacy Dairy Assets
– Paris Creek Farms and St David Dairy. These two
businesses would now be considered as Assets Held for
Sale (Discontinued Operations), with Maggie Beer Products
(MBP) and Hampers & Gifts Australia (HGA) continuing as
the Continuing Operations.
C HANTALE M ILLAR D
CEO & MA NA GI NG DIREC TO R
Dear Shareholders,
I am delighted to present MBH’s FY22 Annual Report
to you.
The past 12 months have been unprecedented in terms of
the challenges we have faced, like many other businesses.
And yet the operational and financial results achieved over
FY22 clearly demonstrate the strength of our brands and
products with consumers in Australia and overseas.
As I reflect on the incredibly busy year we’ve had, I would
like to thank our entire team within our four businesses
and at head office, who have worked tirelessly over the
past 12 months to keep our businesses operating and the
Group growing.
I would also like to thank our loyal customers for
continuing to purchase our premium products and trust
that our beautiful food, beverage and gifting products
have delighted customers and loved ones during these
difficult times.
Mental health and wellbeing of our people
Our people are our most important asset and looking after
their wellbeing and mental health has been a priority over
the past 12 months. Our first ever People, Culture and
Performance Manager started in July 2021 and is part of
our investment in our people.
We have made some great progress on our employee
engagement initiatives with new Group values formulated
and embedded into the Group in FY22, with the
participation and inclusion of ideas from our teams. We
have implemented a new online HR portal that allows us
to communicate with, assess wellbeing, review employee
performance and run training sessions and we have
created a Reward & Recognition Program, to recognise the
great work done by our people and teams. We continue to
have an Employee Assistance Program that is available to
employees and their families, to confidentially discuss any
mental health and wellbeing issues.
We will continue this journey over FY23, to attract and
retain great people.
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 2
1010
CEO & Managing
Director’s Report, cont.
The decision to treat the Dairy Assets as Assets Held
for Sale has not been made lightly, but after careful
consideration the MBH Board believes there is a more
natural owner of these assets that will have synergistic
operations to strengthen and grow the businesses.
The following information is laid out to allow the reader to
see the performance of our Continuing Operations, while
also tying back to the previous FY22 guidance provided to
the market of $100 million in revenue, and $9.25 million to
$10.5 million in trading EBITDA.
FY22 trading EBITDA guidance achieved
The Group (Continuing and Discontinued Operations)
generated net sales of $98.3 million in FY22 and a trading
EBITDA of $10.3 million. The Group’s revenue was within
its guidance range and it achieved the upper end of its
revised trading EBITDA guidance.
The FY22 Financial Statements show net sales of $75.3
million and trading EBITDA of $11.3 million. These results
only include MBP and HGA (Continuing Operations).
Inclusion of the Dairy Assets increases net sales to $98.3
million and reduces the trading EBITDA to $10.3 million.
Continuing Operations lead the charge in FY22
The successful integration of HGA into the Group is already
realisng benefits as the Group successfully transitions
to a diversified portfolio with 66% of its revenue now
coming from e-commerce and the remaining 34% from the
traditional grocery retail service model.
MBP and HGA performed strongly in FY22 and clearly show
the EPS accretive nature of the two businesses combined.
In terms of the underlying growth (ex-Discontinued
Operations) of these businesses, they achieved 22.1%*
net sales growth to $75.3 million in FY22. In addition, the
two continuing businesses generated a trading EBITDA of
$11.3 million (or 15.1% of net sale revenue) and a NPAT
of $7.5 million.
Key results for growth Continuing Operations for FY22
NET SALES*
+22.1%
on FY21
to $75.3m
GROSS
MARGIN
53%
TRADING
EBITDA
$11.3m
EBITDA AS A
% OF SALES
15.1%
NPAT
$7.5%
STRONG
BALANCE SHEET
$10.8m
in cash &
no debt**
*Pro-forma results include unaudited HGA results prior to the acquisition on 21/05/2021
** Only asset backed leases/debt
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022 11
11
MBP and HGA have attractive organic growth opportunities,
through new product launches, and increased ranging still
to be realised. In addition, once the future of our Dairy
Assets has been resolved, we plan to turn our minds back
to synergistic acquisitions – like the value creating HGA
acquisition – that will accelerate growth through our large
base of grocery retail and e-commerce consumers.
New product launches continue to drive growth
in grocery retail and e-commerce
FY22 saw revenue grow through increased product ranging
and the launch of new products, which is a key part of our
focused growth strategy.
We were able to increase ranging of our current products
in major supermarkets, together with launching a new
range of Bone Broths nationally in Woolworths and Coles,
a range of 1L Stocks nationally in Coles and a range of
Finishing Sauces nationally in Woolworths. All these
products were also launched nationally in independent
supermarkets.
This new ranging gave us 3,790 new distribution points
and is a key part of our strategy to expand our footprint
in Australia. In addition, these products are proving to
be very successful and tap into the “cooking at home”
category, which is a space that the Maggie Beer Products
brand excels in. We have seen 85% growth in this category
in FY22 vs FY21. We are now working on more products
to expand this category in both major grocery retailers and
independent supermarkets in FY23.
HGA launched its new range of homewares, pamper and
wellness hampers in FY22 together with its new cheese
and entertaining hampers delivered chilled to most states
in Australia. These hampers are a key part of HGA’s growth
plan in FY23, and the cheese hampers in particular offer a
point of difference to our B2B and B2C customers.
Strong online sales performance in FY22
MBH’s e-commerce businesses continued to grow with
HGA’s revenue up 26%* and MBP’s revenue up 156% in
FY22 (compared to FY21). While below the COVID-19 high
growth rates of FY21, this was still a strong result and both
HGA and MBP are looking to continue their growth in FY23.
Growing audience of engaged consumers driving
repeat purchase rates
FY22 saw MBH increase its marketing spend across its
brands, in particular for HGA and MBP.
MBP increased its marketing investment across grocery
retail with the launch of its new products and creation of
new TVCs for free to air and online streaming channels. It
also increased its investment in its e-commerce sites which
saw its website visits increase by 18% and conversion rate
increase by 38%.
While Customer Acquisition Costs (CAC) increased by 8%,
the number of repeat customers increased by 310%. This
increase is partly due to our engaged Food Club which
now has 75k members.
HGA’s main e-commerce site, the Hamper Emporium, saw
its website visits increase by 26% and its conversion rate
increase by 5%. The extra investment in marketing initiatives
did see its CAC increase by 33% in FY22 but the number
of repeat customers increased by 67%, meaning those
shoppers are returning to its site to shop. The investment
in the Customer Data Platform in FY22 has created a more
automated way to talk to customers and offers them a more
personalised and seamless shopping experience.
HGA also launched its new online corporate ordering
tool, which will transform the way corporates shop with us,
allowing them a seamless online experience. HGA had an
excellent Net Promoter Score (NPS) of 74 and we intend to
leverage our strong brands to reduce customer acquisition
costs and drive our NPS and repeat customer rate.
With an engaged audience of over 900k for our e-commerce
businesses, we are looking forward to a solid FY23.
Underlying growth trajectory to continue in FY23,
maintaining MBH’s high gross margin
With renewed focus on the Group’s growth assets, MBH
has a clear path to sustained earnings and revenue growth,
with Australian premium brands that remain on-trend
with consumers. FY23 will see our Continuing Operations
continue to grow with:
n Renewed focus on expanding the ranging of core and
new products for MBP and HGA. We intend to leverage
our strong brands to reduce customer acquisition costs,
drive repeat customers and increase our NPS.
n Finalise the divestment of the Dairy Assets in the
near term.
n COVID-19 lockdowns in FY22 will make it difficult to cycle
growth in some months however we expect revenue
growth to continue across FY23, through our diversified
channels of retail and e-commerce.
n Cashflow increases substantially in Q2 FY23,
with no debt**.
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 2
1212
CEO & Managing
Director’s Report, cont.
n Positioned to take advantage of strategic opportunities
and fund growth initiatives.
n As announced in May 22, it’s MBH’s intention to commence
paying dividends but due to the loss on its Dairy Assets,
the board proposes to recommend a Return of Capital of
1.0 cent per share, in lieu of a Dividend, subject to
shareholder approval at the 2022 AGM.
n MBH Group has $7.6m in franking credits which will
support a future dividend program.
After a long road, a decision has been made regarding
our legacy Dairy Assets and whilst FY22 has been a year
of challenges and change, we have come out the other
side with a renewed focus and excitement about our future
aspirations for the MBH Group.
Thank you again to our employees, customers and
business partners and thank you to our shareholders for
their continued support of our group and we hope that you
are as excited about the future of MBH as we are.
n GM% is expected to remain above 50% in FY23 for
Continuing Operations.
n Inventory is at its highest point and will decrease
substantially by end of H1 FY22 and no risk stock
expected. Everything in place for an excellent H1
FY23 of trade.
n We will continue to grow our customer IP and data
base for e-commerce leveraging the investment in our
Customer Data Platform and online Corporate Sales
Platform in FY22.
n We will continue our employee engagement program,
with the investment in our team in FY22, to ensure
employee retention and productivity.
MBH has a strong balance sheet and continued growth
ability, which will see the Group not only be able to
weather the uncertainties of the next 12 months, but be in a
position to take advantage of opportunities as they arise, to
strategically grow the Group.
FY23 will see MBH continue to grow its grocery retail
businesses, with new product launches and increased
ranging as well as growing its e-commerce businesses
through strategic marketing investment of its premium
hamper and gifting range.
Chantale Millard
CEO and Managing Director
“
“With renewed focus on the
Group’s growth assets, MBH
has a clear path to sustained
earnings and revenue growth,
with Australian premium
brands that remain on-trend
with consumers.”
- 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 2
13
13
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 2
1414
Operations Report
In addition to the financial metrics of the Group highlighted
already, the below outlines some of the key operational
challenges and opportunities for FY22, including
Continuing and Discontinued Operations.
Price increases implemented to offset cost inflation
Like the majority of businesses, MBH experienced
cost increases from global events and inflationary cost
pressures. The Group has been successful in implementing
price increases across its retail and e-commerce platforms
to help reduce the impact of these cost increase. We are
continuing to monitor cost increases and will implement
further price increases where sensible and necessary.
Working capital
Working capital timing changed in FY22, with inventory
peaking earlier than previous years to avoid supply chain
delays and disruptions. Inventory is expected to reduce to
more normal levels between now and Christmas 22.
Inventory has been carefully timed so that long life
products such as packaging, alcohol/champagne,
homewares, pamper and wellness items have arrived and
are packed into finished goods.
Any food items with a shorter shelf are locally sourced and
arrive just in time for Christmas production.
Benefits from the HGA transaction
We successfully completed the integration of HGA into
the Group in H1 FY22, which involved an expansion of the
Sydney warehouse to optimise operational efficiencies.
MBH’s e-commerce business is now fully managed by HGA
from Sydney, including pick/pack, dispatch and customer
service. This has improved dispatch and delivery times.
In FY22 HGA included $1.1 million of MBP products in its
hampers, growing group sales and brand awareness. A
strong cultural alignment exists across both businesses.
Expanding ranging and launching new products
In FY22 we expanded ranging of our core lines and
launched new products in both e-commerce and retail.
MBP
MBP
National ranging of
new 1L Cooking Stocks,
500mL Bone Broths
& Finishing Sauces
3,790 extra distribution
points for Stocks & Bone
Broths from ranging in
a 2nd major retailer
Inventory $m
Working Capital $m
20
10
-
20
10
-
Inventory $m
20
10
-
l
u
J
g
u
A
p
e
S
t
c
O
v
o
N
c
e
D
n
a
J
b
e
F
r
a
M
r
p
A
n
u
J
y
a
M
20
10
-
l
u
J
g
u
A
p
e
S
t
c
O
v
o
N
c
e
D
n
a
J
b
e
F
r
a
M
r
p
A
n
u
J
y
a
M
FY21
FY22
Working Capital $m
l
u
J
n
a
J
t
c
O
b
e
F
p
e
S
c
e
D
g
u
A
MBP
r
v
a
o
M
N
Investment in an additional
National Account
FY22
Manager to ensure further
increased ranging
FY21
r
p
A
HGA
n
u
J
y
a
M
National chilled delivery
service established
for new Cheese &
Entertaining Hampers
l
u
J
g
u
A
p
e
S
t
c
O
v
o
N
c
e
D
n
a
J
b
e
F
r
a
M
r
p
A
n
u
J
y
a
M
HGA
PCF
FY21
FY22
FY21
FY22
Expansion into New
Zealand & reviewing other
expansion opportunities
Launched 2L milk range
into 300 stores across NSW/
VIC in a major retailer
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022
1515
Inventory at 30 June 2022 was $15.8 million (30 June 2021:
$8.5 million) or 21% of annualised sales (FY20: 27.2%), with
HGA holding $9.5 million (30 June 2021: $4.3 million) and
Maggie Beer Products holding $6.3 million (30 June: $3.3
million).
Overall working capital for the company is at circa 22% of
sales, a decrease of 7 points compared to 30 June 2021,
due to the 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
With its strong financial position MBH will continue to grow
its retail grocery businesses, with new product launches
and increased ranging as well as growing its e-commerce
businesses through strategic marketing investment of its
premium hamper and gifting range. With a renewed focus
on its Continuing Operations MBH is excited about its future.
“
“This decision means Maggie
Beer Products (MBP) and
Hampers & Gifts Australia
(HGA) are now the two core
business units forming our
Continuing Operations.”
- REG WEI NE, CH AIRMAN
Corporate
Shared services and corporate office costs of $2.8 million
(excluding one-off items) were $0.8 million higher
than FY21, with the investment in a People, Culture &
Performance Manager, Group Sales Manager and some
other key roles, as we get the group ready for its next stage
of growth.
Balance Sheet and Cashflows
The main change in the balance sheet in FY22 is the
decision to treat Paris Creek Farms and St David Dairy
as Assets Held for Sale (Discontinued Operations). As
part of this decision the Board assessed the fair value of
these assets, which took into consideration current market
conditions, offers received for the assets and business
trading conditions of the assets. St David Dairy experienced
a significant downturn in performance in the second half
of FY22. This included the impact of considerable quality
issues in March 22 which resulted in lost customers which
combined with ongoing impacts from COVID-19 had a
material impact on its trading performance and business
valuation. Paris Creek Farms was impacted by lower milk
volume throughput due to the loss of a private label white
milk contract in March 21, coupled with the delay of the
launch of its 2L white milk range into a major retailer in
NSW and VIC from March 22 to Q1 FY23. These events
lowered overhead recoveries, earnings and overall
business valuation. Both businesses were also impacted
by adverse local and global events which increased costs
and created inflationary pressures that were largely outside
the control of MBH. These considerations have led to an
impairment of intangible and tangible assets of $17.5m.
The Group is supported by a strong balance sheet with
net assets at 30 June 2022 of $90.9 million (30 June 2021:
$102.8 million), including a cash balance of $10.8 million
(30 June 2021: $13.6 million). The decrease in group net
assets is mainly due to the impairment of Dairy Assets
to fair value less cost of disposal. Net tangible assets
increased by $4.2 million to $28.6 million (30 June 2021:
$24.4 million).
The positive operating cashflow result of $0.7 million ($30
June 2021: $1.5 million) includes a net outflow of $2.3
million used in the operating activities of the Dairy Assets
held for sale (30 June 2021: $0.6 million net inflow). In
addition to the increase (approx. $8 million) of inventory
purchased earlier in FY22 compared to previous years.
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 2
1616
Environmental, Sustainability
and Governance
OUR COMMITMENT TO OUR S E LV E S A N D OU R C O MM U NI TY
As a proudly Australian owned company, Maggie Beer
Holdings is always looking for ways to help support
our employees, the local communities as well as our
environment. We use Australian ingredients and materials
wherever possible, with a focus on sustainability, reduced
food waste and innovation to ensure we are building a
better future for generations to come.
Our aim is to make products that people love, in a sustainable
way and staying true to our values: by being Passionate,
Nimble, Ambitious, Inclusive and Community Focussed.
The purpose of this report is to outline our approach to
Environmental, Social and Corporate Governance (ESG). It
explores what we’ve done to strengthen positive outcomes
with our team, our customers, stakeholders and our
community.
Our Values
In FY22 an initiative to develop Maggie Beer Holdings
Group values “Recipe for Success” was undertaken. This
involved engaging with all employees, leaders and the Board.
Following this extensive consultation and a review of all
perspectives, Maggie Beer Holding’s values were articulated,
endorsed by the Board and launched. The new values have
now been embedded throughout the organisation.
We create premium, innovative & memorable food, beverage
and gifting products of the highest quality that match people’s
every-changing shopping habits and lifestyles by being:
3 Passionate
3 Nimble
3 Ambitious
3 Inclusive
3 Community Focused
Further, an Employee Value Proposition was developed, to
help attract and retain employees with goals and values that
are in alignment with our organisational goals and values.
People and Culture - Access and Equity
Our People and our culture are two of our most important
assets. In addition to the below initiatives, our employees
have access to an Employee Assistance Program which gives
them counselling services for any issues that arise in their or
their family’s lives. This has been a key part of our employee
support program during the past two years.
Employment Hero
The implementation of our new Human Resources
Information System ‘Employment Hero’ has provided
equitable access to all employees to corporate information
and has increased employee engagement and participation,
through the ability to access the system and important
information via any electronic device, together with
conducting employee engagement surveys and employee
annual reviews within the system.
This system will also enable us to better monitor, measure and
report on our workforce, including diversity.
Reward and Recognition program
Maggie Beer Holdings is developing an employee reward
and recognition program, designed to recognise employees
for their achievements in contributing to our Recipe for
Success and enhance the employee experience. Recognising
employees for their contributions at work, makes them feel
appreciated and valued. This reinforces positive behaviour
while boosting morale, increasing productivity, loyalty,
wellbeing, strengthening working relationships and reducing
employee turnover and absenteeism.
As part of our contributions to the community, aligned to our
values, we encourage and support our people to contribute
to the welfare of others, by the generous donation of money
and time. Our Reward and Recognition program will include a
workplace giving element through offering volunteering days
to our employees.
To support the measurement of initiatives put in place, we
can conduct employee pulse and engagement surveys with
our people regularly, via Employment Hero. The results are
reviewed with a summary given to employees at Company
updates, along with action planning to continually retain/
improve the employee experience.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022 17
17
Inclusion partnerships
Maggie Beer Holdings is in discussions with several
organisations to partner with and put in place diversity and
inclusion programs and action plans with the aim to:
n provide job ready work skill opportunities for people
with disabilities.
n create meaningful connections and engagement with
Aboriginal and Torres Strait Island communities.
Governance policies
Governance policies and procedures are in place at Maggie
Beer Holdings to provide clear directions and intended
practices that are consistent with the organisation’s values and
culture. They are based on integrity and fairness and outline
clear ethical guidelines and terms of required roles, treatment
and conduct of Board members and employees.
Included in the set of Governance policies are:
In addition to producing our dairy products with milk from
carbon neutral dairy farms, Paris Creek Farms also uses
100% recyclable packaging, has solar panels installed at its
processing facility and repurposes all of its wastewater into
organic compost and mulch via a local sustainable business
Maggie Beer Products also places a focus on sustainable
production, having recently updated the pots and lids of our
core Fruit Paste and Pate range so they are 100% recyclable.
Maggie Beer Products will now investigate the potential to
utilise recycled materials to create these pots and lids as well
as our overwraps, reducing our use of virgin packaging.
The Hamper Emporium ensures that its hamper packaging
is made from recyclable materials wherever possible. Where
we cannot have recyclable materials, we give the consumers
instructions on how to separate this from the rest of the
hamper when recycling. We have strategically created the
layout of each hamper to avoid the use of fillers and padding,
which reduces the amount of waste from each hamper.
n Code of Conduct
Food Waste
n EEO Anti-Discrimination Sexual Harassment and Bullying
n Diversity and Inclusion
n Modern Slavery
n Workplace Health and Safety
Sustainability
At Maggie Beer Holdings, we strive to lead the way in
the ethical and sustainable production of food, beverage
and gifting products, with the Group making significant
improvements in FY22.
As of February 2022, the milk that is used to produce Paris
Creek Farms’ range of 100% organic dairy products now
comes entirely from carbon neutral dairy farms, putting the
business at the forefront of sustainable primary production.
With one dairy already carbon neutral in their own right due to
the regenerative nature of bio-dynamic organic farming and
the remaining dairies initially supported through the purchase
of carbon credits, the launch of this milk from carbon neutral
dairy farms is a key part of the business’s sustainability journey,
reducing our carbon footprint and helping to fight climate
change.
The Group has a strict policy on reducing food waste by
donating any unwanted or short shelf-life product to Food
Bank, OzHarvest and Second Bite so that it can support those
in need, in our community.
“
“Our people are our most
important asset and looking
after their wellbeing and mental
health has been a priority over
the past 12 months.”
- CH ANTALE MI LLARD,
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 2
18
18
“ We believe in sustainable
farming & creating
products as naturally
as they can be.”
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 2
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 2
1919
Risk
Management
KEY RISKS A ND MITIGA NTS
The Group’s approach to risk management is addressed
in the Corporate Governance Statement, which is available
on the Group’s website www.maggiebeerholdings.com.au/
investors/corporate-governance/. The Board is responsible
for ensuring that risks, and also opportunities, are identified
on a timely basis and that the Group’s objectives and
activities are aligned with the risks and opportunities
identified by the Board. The Board has a number of
mechanisms in place to ensure that management’s
objectives and activities are aligned with the risks identified
by the Board. These include the following:
n Board approval of strategic plans designed to meet
stakeholders’ needs and manage business risk; and
n implementation of Board approved operating plans
and budgets and Board monitoring of progress against
these budgets, including monitoring of financial and
non-financial key performance indicators (“KPIs”).
As part of its risk management framework, the Group has
identified the following key material business risks that
may affect the Group’s financial performance:
n a prolonged deterioration in general economic
conditions as a result of the COVID-19 pandemic and
other international events, resulting in a sustained
downturn in consumer spending and in the food and
beverages retail industry generally;
n continued cost increases and disruption to global supply
chains impacting retail orders and customer deliveries;
n shortages of raw materials;
n food quality health and safety issues; and
n the ability to attract and retain employees with relevant
food industry experience.
The Company seeks to mitigate the key material business
risks it faces through a number of actions and initiatives
including strong quality and safety assurance systems,
engaging, motivating and retaining highly skilled staff,
fostering a culture committed to food and people safety,
investing in branding and marketing and in the quality
of our relationships with key customers, growing and
diversify our customer base, and where practicable
holding relevant insurances to further mitigate key risks.
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 2
2020
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 2022.
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 AO (Non-executive Director)
Tom Kiing (Non-executive Director)
Hugh Robertson (Non-executive Director)
Principal activities
During the financial year, the principal continuing activities
of the consolidated entity was the sale of branded premium
food and beverage & gifting products in Australia and
overseas markets.
Non-IFRS measures
The directors’ report includes references to Non-IFRS financial
measures such as Trading EBITDA. Trading EBITDA has been
used by the group for a number of years to present financial
information that is helpful to readers of this financial report
and the directors believe that it best reflects the underlying
operating performance of the group. Trading EBITDA is used
as a measure of financial performance by excluding non-
recurring transactions and long-term non-cash share-based
incentive payments. Trading EBITDA is also utilised by senior
management to manage and measure the performance of
the business and for discussions with and disclosures to the
market. Non-IFRS measures are not subject to audit or review.
Consolidated
Statutory profit/(loss) after income tax from continuing operations
Dividends
Finance costs
Interest income
Depreciation expense
Amortisation expense
Tax
Statutory EBITDA
Non-Trading Items from continuing operations:
Non-recurring items:
Cashflow boost
Jobkeeper repaid/(received)
Professional fees
(Gain)/Loss on disposal of fixed assets / right-of-use assets
Claim settlement
Acquisition costs
Redundancies
Non-cash items:
2022
$’000
7,352
149
(21)
1,442
2,424
(1,278)
10,068
-
821
161
(55)
-
58
2021
$’000
2,814
330
(25)
920
599
(3,835)
803
(100)
(405)
153
-
(692)
843
47
LTI - non-cash options and performance rights issued
289
1,635
Trading EBITDA from continuing operations
EBITDA from discontinued operations
Combined Trading EBITDA
11,342
(1,089)
10,253
2,284
464
2,748
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022 2121
Revenue from continuing operations
Revenue from discontinued operations
Combined revenue
There were no dividends paid, recommended or declared
during the current or previous financial year.
Review of operations
Operating results for the year
The loss for the consolidated entity after providing for
income tax amounted to ($12.5 million) (30 June 2021: profit
of $1.9 million). This is due to a $17.5 million impairment of
tangible and intangible dairy assets.
Financial Position
The net assets of the consolidated entity decreased by
$11.9 million to $90.9 million (30 June 2021: $102.8 million).
This decrease was mainly due to impairment and write-down
of intangible and tangible dairy assets.
Significant changes in the state of affairs
On 2 August 2021, Chantale Millard was appointed as a
director of the board.
On 22 June 2022, the group announced the appointment
of advisors in relation to the non-core dairy assets and
initiated an active program to locate potential buyers for
the dairy assets being Paris Creek Farms and St David Dairy.
The associated assets and liabilities were consequently
presented as held for sale and discontinued operations in
the FY22 financial statements.
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 3 August 2022, the group entered into exclusive
negotiations for the sale of St David Dairy with the intended
transaction to be completed in the near term.
Consolidated
2022
$’000
75,227
22,898
98,125
2021
$’000
27,709
25,170
52,879
On 19 August 2022, the group entered into exclusive
negotiations for the sale of Paris Creek Farms with the
intended transaction to be completed in the near term.
Subsequent to year-end, the Board has proposed to
recommend a Return of Capital of 1.0c per share, subject to
shareholder approval at the 2022 AGM.
No other matter or circumstance has arisen since 30 June
2022 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
regard 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 | 2022
2222
Directors’ Report, cont.
INFORMATION ON DIR E C TO R S
REG WEINE
Non-executive Chairman
TOM KIING
Non-executive Director
HUGH ROBERTSON
Non-executive Director
Experience and expertise:
Experience and expertise:
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 in Australia 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):
None
Special responsibilities:
Chairman of Audit Committee and
a member of the Remuneration and
Nomination Committee
Interests in shares:
9,490,968 fully paid up ordinary
shares
Interests in options:
None
Hugh has over 30 years’ experience
in financial services as an investor,
advisor and company director across
a broad range of businesses. Hugh’s
deep experience and knowledge in
capital markets with a
particular concentration on small cap
industrials is highly valued. Hugh
is a stockbroker and investment
adviser working with a variety of firms
including Bell Potter, Investor First
and Wilson HTM.
Other current directorships:
Envirosuite Limited (ASX:EVS)
Touch Ventures Limited (ASX:TVL)
Credit Clear Limited (ASX:CCR)
Former directorships (last 3 years):
None
Special responsibilities:
Member of Audit and Risk
Committee and Chairman of
Remuneration and Nomination
Committee
Interests in shares:
4,705,248 fully paid up ordinary
shares
Interests in options:
None
Reg Weine is a dynamic and trusted
executive with over 25 years
experience in agri-food and FMCG
businesses, including 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 the Chair of the Apple & Pear
Association Ltd (APAL) and The Pastoral
Pork Company and is on the Board of
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:
350,000 fully paid up ordinary shares
Interests in options:
4,000,000 options over
ordinary shares
‘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.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022
2323
SUSAN THOMAS
Non-executive Director
(Appointed Director on 01 July 2022)
Experience and expertise:
Sue has had a distinguished career in
law, corporate finance, IT and financial
services.
She is an experienced company director
and held audit and risk committee chair
positions on other boards.
During the 1990s, Sue established and
grew FlexiPlan Australia (subsequently
MasterKey Custom), a successful
investment administration platform sold
later to MLC. Sourcing strategic partners,
growing administered funds, Sue’s
achievements saw her acknowledged
as an industry leader by the financial
planning community and was at the
forefront of the FinTech market.
Sue brings strong commercial,
technology, compliance and regulatory
skills and background to her board
positions.
Sue is also a Senior Executive Coach
at Foresight Global Coaching, working
with multinational c-suite executives.
Other current directorships:
Nuix Limited (ASX: NXL)
Temple and Webster Limited
(ASX: TPW)
Cash Converters Limited (ASX: CCV)
Fitzroy River Holdings Limited
(ASX: FZR)
Former directorships (last 3 years):
Royalco Resources Limited (formerly
ASX: RCO). Royalco Resources Limited
became a wholly owned subsidiary
of Fitzroy River Resources Limited in
February 2020. Sue is still a director of
Royalco but it is now a private company.
Interests in shares:
605,000
Interests in options:
None
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:
6,000,000
MAGGIE BEER AO
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,
then in 2022 was appointed as an Officer
of the Order of Australia, 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 and an honorary
doctorate of Flinders University in 2022
in recognition for her services to the
food industry. 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 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:
9,106,987 fully paid up ordinary shares
Interests in options:
None
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022
2424
Directors’ Report, cont.
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’) and of each Board committee held during the
year ended 30 June 2022, and the number of meetings attended by each director were:
Full Board
Nomination & Remuneration
Committee
Audit & Risk Committee
ATTENDED
ELIGIBLE TO ATTEND
ATTENDED
ELIGIBLE TO ATTEND
ATTENDED
ELIGIBLE TO ATTEND
Chantale Millard
Reg Weine
Maggie Beer AO
Tom Kiing
Hugh Robertson
12
12
12
12
11
12
12
12
12
12
-
1
-
1
-
-
1
-
1
1
-
3
-
3
2
Held: represents the number of meetings held during the time the director held office or was a member of the relevant committee.
-
3
-
3
3
Retirement, election and continuation in office of directors
Reg Weine – Non-executive Chairman
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 directors
appointment (whichever is the longer period) without
submitting for re-election.
Remuneration report (audited)
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 (KMP) are those persons
having authority and responsibility for planning, directing
and controlling the activities of the entity, directly or
indirectly, including all directors. KMP at the date of this
report are:
Tom Kiing – Non-executive Director
Hugh Robertson – Non-executive Director
Maggie Beer AO – Founder, Brand Ambassador
and Non-executive Director
Sue Thomas – Non-executive Director
(Appointed 1 July 2022)
Chantale Millard – Chief Executive Officer and Managing
Director (Appointed Managing Director 2 August 2021)
Eddie Woods – Chief Financial Officer
The remuneration report is set out under the following
main headings:
n Principles used to determine the nature and
amount of remuneration
n Details of remuneration
n Executive contracts
n Share-based compensation
n Additional information
n Additional disclosures relating to key
management personnel
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022
2525
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 fixed annual remuneration (FAR) comprising base salary,
superannuation and other non-monetary benefits.
n annual short-term performance incentives (STI),
paid in cash.
n long term incentives (LTI) awarded in equity and
expensed as share-based payments.
n other remuneration costs such as long service leave.
The combination of these comprises the executive’s total
remuneration.
Fixed Annual 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 executive remuneration.
Executives may receive their fixed remuneration in the form
of cash or other fringe benefits (for example motor vehicle
benefits, with FBT grossed up on a Total Employment Cost
basis) where it does not create any additional costs to the
consolidated entity and provides additional value to the
executive.
Principles used to determine the nature
and amount of remuneration
The senior executive remuneration policy is designed to
strengthen the alignment between performance related
remuneration and shareholder returns, ensuring that
remuneration outcomes for senior executives are directly
linked to performance (both Group and individual) in a
manner that is aligned to shareholder interest.
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.
Reviews are conducted by the Remuneration & Nomination
Committee (and recommendations made to the Board) to
assess Group performance, team performance, individual
contribution as well as market remuneration based on the
executive’s position within the organisation. The Board
ensures that all executive rewards are market competitive,
fair and reasonable, have an appropriate mix and ‘at risk’
remuneration linked to performance in a transparent
framework.
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 however external advice was
sought for the remuneration of key management personnel
during the year. General reward advice is sought also on an
ad hoc basis.
Each non-executive director receives $65,000 annually for
being a director of the company and an additional $10,000
annually for chairing committees. Director fees are inclusive
of superannuation entitlements (if applicable). All non-
executive directors except Tom Kiing and the company’s
Chairman elected to receive their fees in shares in the
company up until December 2021. This was approved
by shareholders at the Annual General Meeting held on
16 July 2020. The maximum director aggregate fee pool
is $600,000.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022 2626
Directors’ Report, cont.
Short Term Incentives
The short-term incentive (STI) program is designed to align the identified key performance targets of the Company and
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 STI Program
is the group’s financial performance. The financial performance measurements selected are revenue growth and trading
Earnings Before Interest, Tax, Depreciation and Amortisation (trading EBITDA), together with key projects and milestones for
each specific year. They have been selected by the Board as the most appropriate measures of trading performance, and are
calculated based on a percentage above a revenue and trading EBITDA threshold level and on the achievement of projects
within specified timeframes. This allows the individual to be rewarded for growth in revenue and profitability of the company
or their responsible business unit. The percentage and threshold level can differ for each individual and are reviewed every
year. The revenue and trading EBITDA thresholds are determined based on the ability of the key management personnel to
influence the group’s earnings and to ensure alignment between executive remuneration and company performance.
Executive KMP short term incentives for FY22 and the relative achievement were as follows:
CEO (Chantale Millard)
CFO (Eddie Woods)
FY22 STI Opportunity
FY22 STI Awarded
%
Key STI measures*
Trading EBITDA – Target
Trading EBITDA - Awarded
Revenue – Target
Revenue – Awarded
Other Operational – Target
Other Operational - Awarded
$112,930
$33,879
30%
20%
0%
20%
$82,930
$40,000
48%
20%
0%
20%
0% (achieved revenue target)
0% (achieved revenue target)
60%
0% (achieved 37%)
60%
48%
*A performance gate applies for the CEO which states that if trading EBITDA does not achieve 95% of target, all STI can be withheld. The Board exercised its discretion to pay up to 30% of
the total STI available, due to sales hurdle of $98m (including revenue from discontinued operations) being met, and the completion of some key projects during FY22 in what was a very
disruptive year. The trading EBITDA for FY22 was negatively impacted by local and global events causing increased costs and inflationary pressures that were largely outside the control of
MBH and impacted the CEO’s and CFO’s ability to achieve their full STI targets’.
The STI award is determined after the end of the financial year following a review of performance over the year by the
Remuneration and Nominations Committee. The Board approves the final STI award, which is paid after the annual audited
accounts are signed.
Long Term Incentives
The objectives of the long-term incentive (LTI) plans are to:
n establish a method by which eligible participants can participate in the future growth and profitability of the Group;
n provide an incentive and reward to recognise eligible participants for their contributions to the Group; and
n attract and retain a high standard of managerial and experienced personnel for the benefit of the Group.
The Group currently has two long term incentive plans: the Employee Share Option Plan (ESOP) under which share options
are granted and the Performance Rights Plan (PR Plan) under which performance rights are granted to employees.. The
long-term incentives are awarded in equity, subject to performance conditions. Performance Rights and options have been
awarded to selected executives with vesting subject to service and performance over a period of three years. At present the
LTI is linked directly to trading EBITDA hurdles, which are linked to increasing shareholder value.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022 2727
Feature
Description
KMP participant
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
Last exercise date
20 May 2024
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.
Purpose
The options were granted to the CEO on 7 August 2020 with performance hurdles
linked to improving the financial performance of the Company and tested over a 3-year
performance period. The CEO was not issued any options during the year ended 30 June
2022. The Board believes the three-year LTI for the CEO was appropriate at that time as it
was aligned with the strategic objective of leading a restructure and revitalisation of the
Group’s businesses and establishing a firm foundation for growth. The retention aspect
of the options granted to the CEO will end on 1 July 2023, the vesting date of Tranche 3
and the Board intends to establish a program of annual grants going forward. The Board
intends to present for approval a market contemporary long-term incentive plan for the
CEO at the upcoming AGM.
Feature
KMP participant
Options
Description
Reg Weine
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
Last exercise date
16 July 2024
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.
Purpose
The options were granted to Mr Weine on 16 July 2020 under the Company’s ESOP
as part of his remuneration arrangements in relation to his role as the Company’s new
Chairman. Shareholder approval was received for the grant of options at the General
Meeting held in 16 July 2020. The Board was of the view that in order to attract a
chairman of Mr Weine’s calibre, the cash component of the Chairman’s fee of $66,000
per annum needed to be appropriately augmented with a one-off grant of options. With
a strong background in FMCG, the Board was unanimously of the view that Mr Weine’s
appointment added considerable value to the Company in terms of strategic direction
and discipline.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022 2828
Directors’ Report, cont.
Feature
KMP participant
Options
Description
Eddie Woods
Rights to acquire ordinary shares
Opportunity/Allocation
528,572
Performance Hurdle
Tranche 1(300,000): continuous employment until 31 August 2022
Tranche 2 (114,285): trading EBITDA and continuous employment until 31 August 2022
Tranche 3 (114,285): trading EBITDA and continuous employment until 31 August 2023
Tranche 4 (114,287): trading EBITDA and continuous employment until 31 August 2024
Exercise price
$0.00
Forfeiture and termination
Rights will be forfeited on cessation of employment unless the board determines otherwise
Purpose
The initial 300,000 performance rights was a one-off reward to the prior year’s of service
to the MBH Group and contribution to the restructure and rebuild of the Group. Tranche
2 of the Performance Rights was not achieved as the group’s performance hurdles were
not achieved. Future performance rights allocations are based on trading EBITDA and
continuous employment hurdles. Objectives of granting the LTI to the CFO include to
provide an incentive and to reward the CFO for his contribution to the Group as well
as to serve as a retention mechanism for the benefit of the Group.
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 Nomination and Remuneration 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 2021 Annual General Meeting (‘AGM’)
At the 2021 AGM, 99.46% of the votes received supported the adoption of the remuneration report for the year ended 30 June
2021. 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 2-3 months by either the employee or company.
Details of Fixed Annual Remuneration are as follows:
Name
Title
Details
Chantale Millard
Eddie Woods
Chief Executive Officer & Managing Director
Chief Financial Officer
The CEO is entitled to receive Fixed Annual
Remuneration (FAR) of $400,000 (inclusive of
superannuation)
The CFO is entitled to receive Fixed Annual
Remuneration (FAR) of $300,000 (inclusive of
superannuation)
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.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022
Table A: KMP Remuneration for the year ended 30 June 2022
2929
2022
Non-Executive Directors:
Reg Weine
Tom Kiing
Hugh Robertson*
Maggie Beer AO*
Executive Directors:
Chantale Millard***
Other Key Management Personnel
Eddie Woods
Short-term benefits
Post-
employment
benefits
Leave
provisions
Share-based
payments
Cash salary
and fees
$
Bonus
$
Others*
$
Super-
annuation
$
Annual
and long
Service
leave***
$
Equity-
Settled****
$
Total
$
100,000
75,000
37,500
32,500
-
-
-
-
376,432
33,879
276,432
897,864
40,000
73,879
-
-
-
-
-
-
-
10,000
-
-
-
-
-
-
-
-
-
37,500
32,500
110,000
75,000
75,000
65,000
23,568
101,037
246,751
781,667
23,568
57,136
26,132
137,117
503,249
127,169
453,868
1,609,916
*
**
Non-executive directors have agreed to have their salaries settled for shares in the company in lieu of cash up to December 2021. This amounts to $37,500 for
Hugh Robertson and $32,500 for 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.
Chantale Millard was appointed Managing Director on 2 August 2021. Her salary had not been reviewed since 2019 and after an external market review conduct-
ed by the Remuneration and Nominations committee Chantale’s salary was increased to $400,000 (including superannuation), which is competitive with similar
sized listed companies
*** Annual and long service leave represents the expense recognised during the year for the change in annual and long service leave provisions
**** Equity Settled for the CEO represents an accrual of $246,751 for options that could potentially be received under the LTIP Plan for FY23 if performance hurdles
are met. Equity Settled for the CFO represents an accrual for Performance Rights that will be issued to the CFO on completion of performance hurdles
Table B: KMP Remuneration for the year ended 30 June 2021
Short-term benefits
Post-
employment
benefits
Leave
provisions
Share-based
payments
2021
Cash salary
and fees
$
Bonus
$
Others
$
Super-
annuation
$
Annual
and long
Service
leave****
$
Equity
Settled
$
Total
$
Non-Executive Directors:
Reg Weine*
60,274
Maggie Beer AO**
Tom Kiing**
Hugh Robertson**
-
-
-
-
-
-
-
Other Key Management Personnel:
Chantale Millard
Eddie Woods***
270,318
228,729
83,400
71,233
559,321
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
30,634
1,085,065
1,491,111
13,377
-
334,360
44,011
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.
**** Annual and long service leave represents the expense recognised during the year
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022 3030
Directors’ Report, cont.
Share-based compensation
Table C: Number of performance rights granted as remuneration to KMP during FY22
KMP
Eddie Woods
Eddie Woods
Grant Date
Number granted
Value per Option
Number Vested
01/07/2021
01/07/2021
300,000
228,572
$0.40
$0.40
-
-
No options were granted as remuneration to KMP during FY22.
Table D: Movements during FY22 in the options and rights over shares in the company held directly,
indirectly or beneficially, by each KMP, including their related parties
Options
Reg Weine
Chantale Millard
Eddie Woods
Balance at
start of year
Granted as
part of
remuneration
4,500,000
9,000,000
-
-
-
528,572
13,500,000
528,572
Additions
Forfeited/
Other
Exercised
Total
Number
vested
-
-
-
-
-
(500,000)
4,000,000
4,000,000
(3,000,000)
-
-
-
6,000,000
3,000,000
528,572
-
(3,000,000)
(500,000)
10,528,572
7,000,000
* Reg Weine’s 4,500,000 options vested on 16 July 2020
Table E: Terms and conditions of rights over ordinary shares affecting remuneration of directors and KMP
Grant date
01/07/2021
01/07/2021
01/07/2021
Vesting/
exercisable
date
Expiry date
Exercise
Price
Number of
rights
31/08/2022
31/08/2022
30/06/2023
30/06/2023
30/06/2024
30/06/2024
$0.00
$0.00
$0.00
300,000
114,285
114,287
Fair value per
option at
grant date
$0.400
$0.400
$0.400
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022 3131
Additional information
The earnings of the consolidated entity for the five years to 30 June 2022 are summarised below:
Total revenue
75,248
28,633
45,555
25,753
2022
$’000
2021
$’000
2020
$’000
2019
$’000
2018
$’000
8,733
Profit/(loss) before tax from continuing operations
Profit/(loss) after income tax from continuing operations
6,074
7,505
(1,022)
(14,754)
(24,160)
(7,694)
2,814
(14,754)
(21,656)
(6,670)
The factors that are considered to affect total shareholders return (‘TSR’) are summarised below:
Share price at financial year end ($)
Basic earnings per share (cents per share) from
continuing operations
Diluted earnings per share (cents per share) from
continuing operations
Additional disclosures relating to key management personnel
Shareholding
2022
0.350
2021
0.390
2020
0.140
2019
0.210
2018
0.730
2.093
1.217
(7.120)
(16.726)
(10.308)
2.093
1.217
(7.120)
(16.726)
(10.308)
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
Hugh Robertson
Tom Kiing
Maggie Beer AO
Chantale Millard
Eddie Woods
Balance at
the start of
the year
Received
as part of
remuneration
Additions
Disposals/
other
Balance at
the end of
the year
500,000
3,721,129
9,472,100
8,296,423
106,853
20,000
-
500,000
(650,000)
350,000
89,623
18,868
80,189
-
-
894,496
-
730,375
-
-
-
-
-
-
-
4,705,248
9,490,968
9,106,987
106,853
20,000
22,116,505
188,680
2,124,871
(650,000)
23,780,056
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022 3232
Directors’ Report, cont.
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 relationships. Under the ambassador agreement between Maggie Beer and the
Company, Maggie Beer provides services in connection with the positive image of the brand and sale, promotion , marketing
and advertising of the Group’s products including the Cooking with Maggie and other product videos, assisting in the
development, creation and implementation of new products, and media engagements such as MasterChef. Maggie Beer
receives fees of $13,092 per month for her services. She also received a one-off $10,000 fee in FY22 in relation to promotional
filming activities. Maggie Beer received $167,104 for services provided during the year.
Reg Weine has stepped in for the short term to take over the leadership of St David Dairy in preparation for sale. Reg was paid
consultancy fees of $60,000.
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
Expiry date
16 July 2024
16 July 2024
16 July 2024
27 October 2024
27 October 2024
Exercise price
Number under option
$0.150
$0.180
$0.200
$0.150
$0.200
1,000,000
1,500,000
1,500,000
3,000,000
3,000,000
10,000,000
Shares under performance rights
Unissued ordinary shares of Maggie Beer Holdings Ltd under performance rights at the date of this report are as follows:
Grant date
01/07/2021
01/07/2021
01/07/2021
Expiry date
31/08/2022
30/06/2023
30/06/2024
Number under rights
600,000
319,285
319,286
1,238,571
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
The following ordinary shares of Maggie Beer Holdings Ltd were issued during the year ended 30 June 2022 and up to the
date of this report on the exercise of options granted:
Exercise of options on 30 June 2022
Number of shares issued
$0.150
500,000
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022
3333
Indemnity and insurance of officers
Indemnity and insurance of auditor
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 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.
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.
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.
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
There were no non-audit services provided during the
financial year by the auditor.
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
24 August 2022
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 2
34
Auditor’s Independence Declaration
Auditor’s Independence Declaration
As lead auditor for the audit of Maggie Beer Holdings Limited for the year ended 30 June 2022, 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 Limited and the entities it controlled during the
period.
Brad Peake
Partner
PricewaterhouseCoopers
Melbourne
24 August 2022
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 2
35
“
“MBP and HGA have attractive
organic growth opportunities,
through new products and extra
ranging still to be realised.”
- 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 2
NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2022 36
36
“
“FY22 saw revenue grow
through increased product
ranging and the launch of new
products, which is a key part of
our focused growth strategy.”
- 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 2
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022 37
37
“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 2
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022 38
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 2
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2022 STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2022
39
Continuing Operations
Revenue
Revenue
Other income
Expenses
Raw materials and consumables used
Overheads
Occupancy and utilities costs
Employee benefits expense
Transportation expense
Professional fees
Marketing and advertising expense
Other expenses
Depreciation expense
Amortisation expense
Finance costs
Note
5
Consolidated
2022
$’000
75,227
21
75,248
2021
$’000
27,813
820
28,633
(35,421)
(14,690)
(550)
(608)
(12,421)
(6,638)
(802)
(6,425)
(2,294)
(1,442)
(2,424)
(149)
(546)
(315)
(7,234)
(1,468)
(1,202)
(992)
(1,358)
(921)
(599)
(330)
Profit/(loss) before income tax benefit from continuing operations
6,074
(1,022)
Income tax benefit
Profit after income tax benefit from continuing operations
Loss after income tax benefit from discontinued operations
Profit/(loss) after income tax benefit for the year attributable
to the owners of Maggie Beer Holdings Ltd
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Net change in the fair value of cash flow hedges taken to equity, net of tax
Other comprehensive income for the year, net of tax
Total comprehensive income for the year attributable
to the owners of Maggie Beer Holdings Ltd
Total comprehensive income for the year is attributable to:
Continuing operations
Discontinued operations
6
7
1,278
3,836
7,352
2,814
(19,830)
(953)
(12,478)
1,861
153
153
-
-
(12,325)
1,861
7,505
(19,830)
(12,325)
2,814
(953)
1,861
Prior year comparatives have been restated due to discontinued operations, refer to note 7 for details.
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 | 2022
40
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME, CONT.
FOR THE YEAR ENDED 30 JUNE 2022
Earnings per share for profit from continuing operations
attributable to the owners of Maggie Beer Holdings Ltd
Basic earnings per share
Diluted earnings per share
Earnings per share for loss from discontinued operations
attributable to the owners of Maggie Beer Holdings Ltd
Basic earnings per share
Diluted earnings per share
Earnings per share for profit/(loss) attributable to
the owners of Maggie Beer Holdings Ltd
Basic earnings per share
Diluted earnings per share
Consolidated
2022
Cents
2021
Cents
2.093
2.046
(5.646)
(5.646)
(3.552)
(3.552)
1.217
1.193
(0.412)
(0.412)
0.805
0.789
33
33
33
33
33
33
Prior year comparatives have been restated due to discontinued operations, refer to note 7 for details.
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 | 2022
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2022
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Derivative financial instruments
Other
Assets classified as held for sale
Total current assets
Non-current assets
Property, plant and equipment
Right-of-use assets
Intangibles
Deferred tax
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Contract liabilities
Lease liabilities
Employee benefits
Liabilities directly associated with assets classified as held for sale
Total current liabilities
Non-current liabilities
Lease liabilities
Employee benefits
Contingent consideration
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
The above statement of financial position should be read in conjunction with the accompanying notes.
41
Consolidated
Note
2022
$’000
2021
$’000
8
9
10
11
7
12
13
14
6
15
16
13
17
7
13
19
20
21
22
10,801
5,632
15,813
153
2,459
34,858
14,976
49,834
2,472
3,973
62,337
2,064
70,846
13,542
8,001
8,514
-
1,351
31,408
-
31,408
16,768
3,066
78,414
-
98,248
120,680
129,656
6,875
460
1,313
1,222
9,870
3,552
13,422
2,179
156
14,000
16,335
7,925
411
1,644
1,249
11,229
-
11,229
1,636
217
13,790
15,643
29,757
26,872
90,923
102,784
169,561
3,556
(82,194)
169,386
3,267
(69,869)
90,923
102,784
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022
42
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2022
Contributed
Equity
Option
Reserves
Cashflow
Hedge
Reserve
Accumulated
Losses
Total
equity
$’000
$’000
$’000
$’000
$’000
Consolidated
Balance at 1 July 2020
120,695
1,634
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 21)
48,540
-
-
-
-
Share-based payments (note 34)
151
1,633
Balance at 30 June 2021
169,386
3,267
-
-
-
-
-
-
(71,730)
50,599
1,861
1,861
-
-
1,861
1,861
-
-
48,540
1,784
(69,869)
102,784
Contributed
Equity
Option
Reserves
Cashflow
Hedge
Reserve
Accumulated
Losses
Total
equity
$’000
$’000
$’000
$’000
$’000
Consolidated
Balance at 1 July 2021
169,386
3,267
Loss 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 21)
Share-based payments (note 34)
-
-
-
75
100
-
-
-
-
289
-
-
(69,869)
102,784
(12,478)
(12,478)
153
-
153
-
-
(12,325)
(12,325)
-
-
75
389
Balance at 30 June 2022
169,561
3,556
153
(82,347)
90,923
The above statement of changes in equity should be read in conjunction with the accompanying notes.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2022
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 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
Principal elements of lease
Interest and other finance costs paid
Interest received
43
Consolidated
Note
2022
$’000
2021
$’000
32
29
12
14
21
102,938
(102,265)
-
54,106
(53,530)
891
673
1,467
-
(20,000)
(1,200)
(180)
62
(766)
(207)
59
(1,318)
(20,914)
75
-
-
(1,947)
(244)
20
30,200
(1,660)
(1,303)
(1,122)
(404)
33
Net cash from/(used in) financing activities
(2,096)
25,744
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
(2,741)
13,542
6,297
7,245
Cash and cash equivalents at the end of the financial year
10,801
13,542
The above cashflow statement includes continuing and discontinued operations. Refer to note 7 for details on cashflow relating to discontinued operations.
The above statement of cash flows should be read in conjunction with the accompanying notes.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022
44
Notes to the Financial Statements
30 June 2022
NOTE 1. GENERAL INFORMATION
Basis of preparation
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.
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 24 August
2022. 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.
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.
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 28.
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 2022 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.
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.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022
A list of controlled entities is contained in note 30 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.
Under the equity method of accounting, the investments
are initially recognised at cost and adjusted thereafter to
recognise the group’s share of the post-acquisition profits
or losses of the investee in profit or loss, and the group’s
share of movements in other comprehensive income of
the investee in other comprehensive income. Dividends
received or receivable from associates and joint ventures
are recognised as a reduction in the carrying amount of the
investment.
Where the group’s share of losses in an equity-accounted
investment equals or exceeds its interest in the entity,
including any other unsecured long-term receivables,
the group does not recognise further losses, unless it has
incurred obligations or made payments on behalf of the
other entity.
Unrealised gains on transactions between the group and its
associates and joint ventures are eliminated to the extent of
the group’s interest in these entities. Unrealised losses are
also eliminated unless the transaction provides evidence of
an impairment of the asset transferred. Accounting policies
of equity-accounted investees have been changed where
necessary to ensure consistency with the policies adopted
by the group.
The group treats transactions with non-controlling interests
that do not result in a loss of control as transactions with
equity owners of the group. A change in ownership interest
results in an adjustment between the carrying amounts of
the controlling and non-controlling interests to reflect their
relative interests in the subsidiary. Any difference between
the amount of the adjustment to non-controlling interests
and any consideration paid or received is recognised in a
separate reserve within equity attributable to owners of the
consolidated entity.
45
When the group ceases to consolidate or equity account
for an investment because of a loss of control, joint control
or significant influence, any retained interest in the entity
is remeasured to its fair value with the change in carrying
amount recognised in profit or loss. This fair value becomes
the initial carrying amount for the purposes of subsequently
accounting for the retained interest as an associate,
joint venture or financial asset. In addition, any amounts
previously recognised in other comprehensive income in
respect of that entity are accounted for as if the group had
directly disposed of the related assets or liabilities. This
may mean that amounts previously recognised in other
comprehensive income are reclassified to profit or loss.
If the ownership interest in a joint venture or an associate is
reduced but joint control or significant influence is retained,
only a proportionate share of the amounts previously
recognised in other comprehensive income are reclassified
to profit or loss where appropriate.
Revenue recognition
The consolidated entity recognises revenue as follows:
Sale of goods - retail and online
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,
and does not include revenue from discontinued operations.
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.
Income tax
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.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022 46
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES, CONT.
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.
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.
Derivative financial instruments
Derivatives are initially recognised at fair value on the date
a derivative contract is entered into and are subsequently
remeasured to their fair value at each reporting date. The
accounting for subsequent changes in fair value depends
on whether the derivative is designated as a hedging
instrument, and if so, the nature of the item being hedged.
Derivatives are classified as current or non-current
depending on the expected period of realisation.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2022 47
Cash flow hedges
Discontinued operations
Cash flow hedges are used to cover the consolidated entity’s
exposure to variability in cash flows that is attributable to
particular risks associated with a recognised asset or liability
or a firm commitment which could affect profit or loss.
The effective portion of the gain or loss on the hedging
instrument is recognised in other comprehensive income
through the cash flow hedges reserve in equity, whilst the
ineffective portion is recognised in profit or loss. Amounts
taken to equity are transferred out of equity and included
in the measurement of the hedged transaction when the
forecast transaction occurs.
Cash flow hedges are tested for effectiveness on a regular
basis both retrospectively and prospectively to ensure
that each hedge is highly effective and continues to be
designated as a cash flow hedge. If the forecast transaction
is no longer expected to occur, the amounts recognised in
equity are transferred to profit or loss.
If the hedging instrument is sold, terminated, expires,
exercised without replacement or rollover, or if the hedge
becomes ineffective and is no longer a designated hedge,
the amounts previously recognised in equity remain in
equity until the forecast transaction occurs.
Non-current assets or disposal groups classified
as held for sale
Non-current assets and assets of disposal groups are
classified as held for sale if their carrying amount will be
recovered principally through a sale transaction rather than
through continued use. They are measured at the lower of
their carrying amount and fair value less costs of disposal.
For non-current assets or assets of disposal groups to
be classified as held for sale, they must be available for
immediate sale in their present condition and their sale must
be highly probable.
An impairment loss is recognised for any initial or
subsequent write down of the non-current assets and assets
of disposal groups to fair value less costs of disposal. A gain
is recognised for any subsequent increases in fair value
less costs of disposal of a non-current assets and assets
of disposal groups, but not in excess of any cumulative
impairment loss previously recognised.
Non-current assets are not depreciated or amortised
while they are classified as held for sale. Interest and other
expenses attributable to the liabilities of assets held for sale
continue to be recognised.
Non-current assets classified as held for sale and the assets
of disposal groups classified as held for sale are presented
separately on the face of the statement of financial position,
in current assets. The liabilities of disposal groups classified
as held for sale are presented separately on the face of the
statement of financial position, in current liabilities.
A discontinued operation is a component of the
consolidated entity that has been disposed of or is classified
as held for sale and that represents a separate major line
of business or geographical area of operations, is part
of a single co-ordinated plan to dispose of such a line of
business or area of operations, or is a subsidiary acquired
exclusively with a view to resale. The results of discontinued
operations are presented separately on the face of the
statement of profit or loss and other comprehensive income.
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.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2022 48
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES, CONT.
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.
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.
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 14. 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.
Assets held for sale and discontinued operations
The fair value of assets held for sale are recognised at the
lower of their carrying amount or fair value less cost of
disposal. The fair value less cost of disposal is based on
offers received subsequent to the financial year and any
anticipated costs management are aware of.
Business combinations
As discussed in note 29, the business combinations
accounting as at 30 June 2022 has been finalised, in the
30 June 2021 financial statements they were determined
on a provisional basis. The fair value of assets acquired,
liabilities and contingent liabilities has been finalised 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 | 2022NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2022 49
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 two operating segments under the criteria set out in AASB 8, being Maggie Beer Products Pty Ltd (“MBP”)
and Hampers & Gifts Australia Pty Ltd (“HGA”) and other corporate costs. Paris Creek Farms and St David Dairy are classified as
discontinued operations and no longer disclosed as an operating segment. Refer to note 7 for further information.
Information regarding these segments is set out below.
All operations were in Australia for both current and comparative period.
Operating segment information
Consolidated - 2022
Revenue
Sales to external customers
Intersegment sales
Total sales revenue
Other revenue
Total revenue
Hampers
& Gifts
Australia
$’000
Maggie
Beer
Products
$’000
Other
segments
$’000
45,325
31,036
(127)
(1,007)
45,198
30,029
4
17
45,202
30,046
-
-
-
-
-
Total
$’000
76,361
(1,134)
75,227
21
75,248
Profit/(loss) before income tax expense, impairment and fair value gain
from continuing operations
9,704
1,955
(5,585)
6,074
Profit/(loss) before income tax benefit
9,704
1,955
(5,585)
Income tax benefit
Profit after income tax benefit from continuing operations
6,074
1,278
7,352
Assets
Segment assets
Total assets
Liabilities
Segment liabilities
Intersegment eliminations
Total liabilities
72,274
28,594
19,812
120,680
120,680
6,545
3,345
20,453
30,343
(586)
29,757
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2022 50
NOTE 4. OPERATING SEGMENTS, CONT.
Consolidated - 2021
Revenue
Sales to external customers
Other revenue
Total revenue
Hampers
& Gifts
Australia
$’000
Maggie
Beer
Products
$’000
Other
segments
$’000
2,169
25,644
-
77
2,169
25,721
-
743
743
Total
$’000
27,813
820
28,633
Profit/(loss) before income tax expense, impairment and fair value gain
from continuing operations
Profit/(loss) before income tax benefit
Income tax benefit
Profit after income tax benefit from continuing operations
450
450
2,841
2,841
(4,313)
(1,022)
(4,313)
(1,022)
4,290
3,268
Assets
Segment assets
Intersegment eliminations
Total assets
Liabilities
Segment liabilities
Intersegment eliminations
Total liabilities
62,670
28,212
50,498
141,380
4,939
3,381
11,734
Prior year comparatives have been restated due to discontinued operations, refer to note 7 for details.
NOTE 5. REVENUE
The group derives the following types of revenue from contracts with customers:
Continuing operations - Types of goods
Sale of goods - retail
Sale of goods - online
Discontinued operations - Type of goods
Sale of goods - retail
All revenue is recognised at a point in time.
Consolidated
2022
$’000
25,440
49,787
22,898
98,125
(11,724)
129,656
20,054
6,818
26,872
2021
$’000
23,798
3,911
25,170
52,879
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2022
NOTE 6. INCOME TAX BENEFIT
Income tax benefit
Current tax expense / (benefit)
Deferred tax expense / (benefit)
Recognition of Deferred Tax Assets
51
Consolidated
2022
$’000
2,640
(1,855)
(2,063)
2021
$’000
452
2
(4,290)
Aggregate income tax expense / (benefit)
(1,278)
(3,836)
Numerical reconciliation of income tax benefit and tax at the statutory rate
Profit before income tax expense from continuing operations
Tax at the statutory tax rate of 30%
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Non-deductible expenses
Non-assessable non-operating income
Movement in Deferred Taxes
Recognition of Deferred Tax Asset - Acquisition of HGA
6,075
1,823
817
-
(3,918)
-
(999)
(307)
1,095
(222)
(112)
(4,290)
Income tax benefit attributable to continuing operations
(1,278)
(3,836)
Deferred Tax Assets and Liabilities
Deferred tax assets
Deferred tax liabilities
Net temporary differences
Tax losses not recognised
Unused tax losses for which no deferred tax asset has been recognised
Potential tax benefit @ 30%
All unused tax benefits for tax losses have been recognised in FY22.
9,205
(7,142)
2,063
2022
$’000
Consolidated
-
-
-
-
-
2021
$’000
5,995
1,799
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2022 52
NOTE 7. DISCONTINUED OPERATIONS
Description
On 22 June 2022, the group announced the appointment of advisor in relation to the non-core dairy assets and initiated
an active program to locate potential buyers for the dairy subsidiaries being Paris Creek Farms and St David Dairy. The
associated assets and liabilities were consequently presented as held for sale in the FY22 financial statements.
The non-core assets are expected to be sold within 12 months and is reported in the current period as a discontinued
operation. Financial information relating to the discontinued operation for the 12 month period is set out below.
Financial performance information
Revenue
Consolidated
2022
$’000
22,898
2021
$’000
25,170
Raw materials and consumables used
(12,685)
(13,437)
Overheads
Occupancy and utility costs
Employee benefits expense
Transportation costs
Professional expenses
Marketing and advertising fees
Other expenses
Depreciation
Amortisation
Impairment
Finance costs
Total expenses
Loss before income tax benefit
Income tax benefit
Loss after income tax benefit
Loss after income tax benefit from discontinued operations
(960)
(1,073)
(6,200)
(1,494)
(395)
(279)
(901)
(1,352)
(553)
(17,559)
(62)
(43,513)
(20,615)
785
(19,830)
(19,830)
(929)
(989)
(6,449)
(1,685)
(93)
(272)
(852)
(1,278)
(519)
-
(74)
(26,577)
(1,407)
454
(953)
(953)
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2022
Cash flow information
Net cash from/(used in) operating activities
Net cash used in investing activities
Net cash from/(used in) financing activities
Consolidated
2022
$’000
(2,346)
(923)
2,078
Net increase/(decrease) in cash and cash equivalents from discontinued operations
(1,191)
Carrying amounts of assets and liabilities classified as held for sale
53
2021
$’000
604
(444)
(2)
158
Trade and other receivables
Inventories
Other current assets
Property, plant and equipment
Intangibles
Right of use assets
Total assets
Trade and other payables
Lease liabilities
Provisions
Total liabilities
Net assets
Consolidated
2021
$’000
2022
$’000
2,604
1,129
313
9,910
40
980
14,976
2,099
1,117
336
3,552
11,424
-
-
-
-
-
-
-
-
-
-
-
-
Accounting policy for discontinued operations
A discontinued operation is a component of the consolidated entity that has been disposed of or is classified as held for sale
and that represents a separate major line of business or geographical area of operations, is part of a single co-ordinated
plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale.
The results of discontinued operations are presented separately on the face of the statement of profit or loss and other
comprehensive income.
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.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2022
54
NOTE 8. CURRENT ASSETS - TRADE AND OTHER RECEIVABLES
Trade receivables
Lease receivable (sub-lease)
Other receivable
GST receivable
Consolidated
2022
$’000
5,106
217
34
275
2021
$’000
6,774
367
640
220
5,632
8,001
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.
Credit risks related to receivables
Refer to note 23 for additional information.
NOTE 9. CURRENT ASSETS - INVENTORIES
Raw materials
Work in progress
Finished goods
Stock in transit
Packaging
Consolidated
2022
$’000
4,916
93
7,845
819
2,140
2021
$’000
994
205
5,403
935
977
15,813
8,514
The total amount of inventory recognised as an expense during the year is $38.3 million (FY21: $16.7 million).
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2022
55
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.
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.
Stock on hand 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.
NOTE 10. CURRENT ASSETS - DERIVATIVE FINANCIAL INSTRUMENTS
Forward foreign exchange contracts - cash flow hedges
NOTE 11. CURRENT ASSETS - OTHER
Prepayments
Bank guarantees
Other current assets
Prepayments
Consolidated
Consolidated
2022
$’000
153
2022
$’000
1,849
603
7
2021
$’000
-
2021
$’000
1,169
123
59
2,459
1,351
Included in the prepayments balance is $1.3 million (FY21: Nil) worth of deposits paid on inventory arriving in FY23.
Bank guarantees
Bank guarantees relate to cash held in term deposits given to landlords upon inception of the lease. The funds are released
upon vacating the lease.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2022
56
NOTE 12. NON-CURRENT ASSETS - PROPERTY, PLANT AND EQUIPMENT
Consolidated
Land
Motor vehicles
Less: Accumulated depreciation
Plant and equipment
Less: Accumulated depreciation
Building and leasehold improvements
Less: Accumulated depreciation
2022
$’000
-
16
(16)
-
5,749
(3,288)
2,461
11
-
11
2021
$’000
460
474
(164)
310
15,005
(5,226)
9,779
7,007
(788)
6,219
2,472
16,768
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 2020
Additions
Additions through business
combinations (note 32)
Disposals
Transfer out
Depreciation expense
Balance at 30 June 2021
Additions
Classified as held for sale
Disposals
Impairment of assets
Depreciation expense
Balance at 30 June 2022
Land
$’000
460
-
-
-
-
-
460
-
(460)
-
-
-
-
Motor
vehicles
$’000
880
15
-
(10)
(513)
(62)
310
15
(192)
(45)
-
(88)
Building and
leasehold
improvements
$’000
6,408
41
11
-
-
Plant and
equipment
$’000
9,599
710
362
(9)
-
Total
$’000
17,347
766
373
(19)
(513)
(241)
(883)
(1,186)
6,219
11
(5,998)
-
-
(221)
9,779
1,174
(3,261)
(16)
(4,112)
(1,103)
16,768
1,200
(9,911)
(61)
(4,112)
(1,412)
-
11
2,461
2,472
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2022
57
Accounting policy for property, plant and equipment
Each class of plant and equipment is carried at cost less, where applicable, any accumulated depreciation.
Impairment expense
Impairment expense relates to assets held for sale during the year which was measured at the lower of its carrying amount
and fair value less cost to sell at the time of reclassification, resulting in the recognition of a write-down of $4.112 million as
impairment expense in the statement of profit or loss. The fair value of the assets was determined based on the fair value less
cost to sell.
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.
NOTE 13. NON-CURRENT ASSETS - RIGHT-OF-USE ASSETS
Right-of-use assets
Consolidated
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
2022
$’000
3,308
(1,052)
2,256
1,871
(759)
1,112
1,407
(802)
605
2021
$’000
3,486
(2,214)
1,272
1,871
(599)
1,272
1,122
(600)
522
3,973
3,066
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2022
58
NOTE 13. NON-CURRENT ASSETS - RIGHT-OF-USE ASSETS, CONT.
Reconciliations
Reconciliations of the written down values at the beginning and end of the current financial year are set out below:
Consolidated
Balance at 1 July 2021
Classified as held for sale
Additions
Disposals
Depreciation expense
Land
and buildings
$’000
Plant and
equipment
$’000
Motor
vehicles
$’000
1,050
(263)
3,130
(43)
(1,123)
1,273
(113)
-
-
(160)
743
(604)
285
(21)
(181)
Total
$’000
3,066
(980)
3,415
(64)
(1,464)
Balance at 30 June 2022
2,751
1,000
222
3,973
Lease liabilities
Current
Non-current
Lease liabilities
Interest expense (included in finance costs)
The total cash outflow for leases in 2022 was $1.92 million (2021: $1.37 million).
Consolidated
2022
$’000
1,313
2,179
2021
$’000
1,644
1,636
3,492
3,280
Consolidated
2022
$’000
166
2021
$’000
146
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2022
NOTE 14. NON-CURRENT ASSETS - INTANGIBLES
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
59
Consolidated
Balance at 1 July 2020
Additions from inter-
nal development
Additions through
business combina-
tions (note 32)
Amortisation expense
Balance at 30 June 2021
Additions from inter-
nal development
Classified as held for sale
Revaluation increments
Impairment of assets
Amortisation expense
Balance at 30 June 2022
Goodwill -
Paris Creek
$’000
Goodwill -
St David
Dairy
$’000
Goodwill -
Maggie
Beer
Products
$’000
Goodwill -
Hampers
& Gifts
Australia
$’000
Brand*
Customer
Contracts**
Other
Intangible
Total
-
-
-
-
-
-
-
-
-
-
-
11,802
3,585
-
-
-
-
-
-
-
-
6,141
2,306
-
-
40,717
9,440
4,860
-
(529)
(540)
11,802
3,585
40,717
15,052
6,626
-
-
-
-
-
-
-
210
-
-
-
-
-
-
-
-
(1,316)
(1,394)
(329)
(1,431)
-
-
-
(11,802)
-
-
304
207
208
(87)
632
180
(40)
-
-
24,138
207
55,225
(1,156)
78,414
180
(40)
210
(13,447)
(155)
(2,980)
3,585
40,927
12,342
4,866
617
62,337
* The cost of the brand intangible asset consists of $4.7 million allocated to the Maggie Beer Products CGU and $9.4 million allocated to the Hampers
& Gifts Australia CGU as at 30 June 2022.
** The cost of the customer contract intangible asset consists of $1.6 million allocated to the Maggie Beer Products CGU and $4.9 million allocated to the
Hampers & Gifts Australia CGU as at 30 June 2022.
Goodwill was acquired as a result of business combinations entered during the FY21, refer to note 29 for details.
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.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2022
60
NOTE 14. NON-CURRENT ASSETS - INTANGIBLES, CONT
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.
The average revenue growth over the forecast period is
assumed at 10.73% per annum (compared with an actual
growth rate of 21.03% in FY22).
Costs
Gross margin in FY23 is expecting to soften slightly from its
FY22 levels, due to the increase in input costs, and is then
assumed to remain flat for the remainder of the model’s
period with the sales mix including increased higher margin
from e-commerce sales. Raw material price increases
are to be matched by price increases with retailers to
offset. 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 16.37% per annum (11.46% post
tax) for Maggie Beer Products.
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 $4.2
million.
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 or when a subsidiary is disclosed
as an asset held for sale, 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 2022, for Maggie Beer Products, 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
Maggie Beer Products is based on management’s latest
forecast for financial year 2023 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 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 HOLDINGS LTD | ANNUAL REPORT | 2022NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2022
61
Hampers & Gifts Australia
The HGA business was purchased in May 2021 for a total upfront consideration of $40m, plus contingent consideration
(earnout). As at 30 June 2022 the total net assets of HGA recognised was $51.7m comprising $40.9m of Goodwill.
Management has determined the recoverable amount of the Hampers and Gifts Australia (HGA) CGU by assessing the
fair value less cost of disposal (FVLCOD) of the underlying assets. The valuation is considered to be level 2 in the fair value
hierarchy due to unobservable inputs used in the valuation. Given the recent transaction, Management applied the actual
EBITDA multiple to the FY23 forecast EBITDA in assessing the CGU’s recoverable amount.
No impairment was identified.
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 15. CURRENT LIABILITIES - TRADE AND OTHER PAYABLES
Trade payables
Employee related payables
Other payables
Consolidated
2022
$’000
5,286
365
1,224
2021
$’000
5,953
560
1,412
6,875
7,925
Refer to note 24 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.
NOTE 16. CURRENT LIABILITIES - CONTRACT LIABILITIES
Contract liabilities
Accounting policy for contract liabilities
Consolidated
2022
$’000
460
2021
$’000
411
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.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2022
62
NOTE 17. CURRENT LIABILITIES - EMPLOYEE BENEFITS
Employee benefits
Accounting policy for employee benefits
Short-term employee benefits
Consolidated
2022
$’000
1,222
2021
$’000
1,249
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
Refer to note 27 for further information on related party transactions.
NOTE 19. NON-CURRENT LIABILITIES - EMPLOYEE BENEFITS
Employee benefits
Consolidated
2022
$’000
156
2021
$’000
217
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 20. NON-CURRENT LIABILITIES - CONTINGENT CONSIDERATION
Contingent Consideration
Refer to business combination note 29 for details on contingent consideration.
Consolidated
2022
$’000
14,000
2021
$’000
13,790
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2022
63
NOTE 21. EQUITY - ISSUED CAPITAL
Ordinary shares - fully paid
351,839,920
351,151,240
169,561
169,386
Consolidated
2022
Shares
2021
Shares
2022
$’000
2021
$’000
Movements in ordinary share capital
Details
Balance
Date
Shares
Issue price
1 July 2021
351,151,240
Issue of shares to directors
24 December 2021
Reg Weine exercise of options
30 June 2022
188,680
500,000
$0.530
$0.150
Balance
30 June 2022
351,839,920
$’000
169,386
100
75
169,561
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 2021 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.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2022 64
NOTE 22. EQUITY - RESERVES
Options reserve
Options reserve
Consolidated
2022
$’000
3,556
2021
$’000
3,267
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 34 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.
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 2020
Share based payment
Balance at 30 June 2021
Share based payment
Balance at 30 June 2022
NOTE 23. EQUITY - DIVIDENDS
Dividends
Options reserve
$’000
1,634
1,633
3,267
289
3,556
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
2022
$’000
7,568
2021
$’000
7,568
The above amounts represent the balance of the franking account as at the end of the financial year, adjusted for:
• franking credits that will arise from the payment of the amount of the provision for income tax at the reporting date
• franking debits that will arise from the payment of dividends recognised as a liability at the reporting date
• franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2022
65
NOTE 24. 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.
Market risk
Foreign currency risk
The consolidated entity undertakes certain transactions denominated in foreign currency and is exposed to foreign currency
risk through foreign exchange rate fluctuations.
Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities
denominated in a currency that is not the entity’s functional currency. The risk is measured using sensitivity analysis and cash
flow forecasting.
In order to protect against exchange rate movements, the consolidated entity has entered into forward foreign exchange
contracts. These contracts are hedging highly probable forecasted cash flows for the ensuing financial year. Management has a
risk management policy to hedge 100% of anticipated foreign currency transactions for the subsequent 6 months.
The maturity, settlement amounts and the average contractual exchange rates of the consolidated entity’s outstanding forward
foreign exchange contracts at the reporting date were as follows:
Buy US dollars
Maturity:
0 - 3 months
3 - 6 months
Price risk
Sell Australian
dollars 2022
$’000
Average exchange
rates 2022
1,878
1,512
0.7200
0.7200
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.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2022 66
NOTE 24. FINANCIAL INSTRUMENTS, CONT.
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
109
Effect on
equity
$’000
109
Basis points
change
(50)
Effect
on profit
before tax
$’000
(54)
Basis points
change
100
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
Effect on
equity
$’000
(54)
Effect on
equity
$’000
(68)
Consolidated 2022
Bank deposits
Consolidated 2021
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.
Allowance for expected credit losses
The loss allowance as at 30 June 2022 was determined as follows for trade receivables:
Not past due
Past due 0 - 60 days
Past due 60+ days
Loss
allowance
provision
2022
$’000
Loss
allowance
provision
2021
$’000
-
-
15
15
-
1
133
134
Gross amount
2022
Gross amount
2021
$’000
$’000
3,358
1,450
313
4,184
2,528
194
5,121
6,906
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2022 67
NOTE 24. FINANCIAL INSTRUMENTS, CONT.
Liquidity risk
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 2022
Non-derivatives
Non-interest bearing
Trade payables
Interest-bearing - fixed rate
Lease liability
Total non-derivatives
Consolidated 2021
Non-derivatives
Non-interest bearing
Trade payables
Interest-bearing - fixed rate
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
-
8,976
3.27%
1,313
10,289
-
614
614
-
1,566
1,566
-
-
-
Weighted
average
interest rate
1 year or less
Between 1
and 2 years
Between 2
and 5 years
Over 5 years
8,976
3,493
12,469
Remaining
contractual
maturities
%
$’000
$’000
$’000
$’000
$’000
-
5,286
4.75%
1,385
6,671
-
998
998
-
638
638
-
-
-
5,286
3,021
8,307
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 | 2022NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2022 68
NOTE 24. FINANCIAL INSTRUMENTS, CONT.
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
Lease liability
2022
2021
Carrying
amount
$’000
Fair value
$’000
Carrying
amount
$’000
Fair value
$’000
10,801
5,632
16,433
6,875
3,493
10,368
10,801
5,632
16,433
6,875
3,493
10,368
13,542
8,001
21,543
7,925
3,280
11,205
13,542
8,001
21,543
7,925
3,280
11,205
NOTE 25. KEY MANAGEMENT PERSONNEL DISCLOSURES
Directors
The following persons were directors of Maggie Beer Holdings Ltd during the financial year:
Reg Weine
Chantale Millard
Maggie Beer AO
Tom Kiing
Hugh Robertson
Non-Executive Chairman
Chief Executive Officer/Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Other key management personnel
The following person 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:
Eddie Woods
Chief Financial Officer
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
Post-employment benefits
Leave provisions
Share-based payments
Consolidated
2022
$
971,743
57,136
127,169
453,868
1,609,916
2021
$
713,954
48,441
44,011
1,754,930
2,561,336
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2022
NOTE 26. REMUNERATION OF AUDITORS
During the financial year the following fees were paid or payable for services provided by PricewaterhouseCoopers,
the auditor of the company:
69
Audit services - PricewaterhouseCoopers
Audit or review of the financial statements
Other services - PricewaterhouseCoopers
Tax advisory
Consolidated
2022
$’000
2021
$’000
219,300
186,660
-
219,300
22,000
7,925
NOTE 27. RELATED PARTY TRANSACTIONS
Parent entity
Maggie Beer Holdings Limited is the parent entity of the consolidated entity.
Subsidiaries
Interests in subsidiaries are set out in note 30.
Key management personnel
Disclosures relating to key management personnel are set out in note 25 and the remuneration report included
in the directors’ report.
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
2022
$’000
2021
$’000
302,252
220,263
750,732
167,104
944,094
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. She also received a one-off $10,000 fee in FY22 in relation to
promotional filming activities. Maggie Beer received $167,104 for services provided during the year.
**During the year, Reg Weine has stepped in for the short term from April 2022 to take over the leadership of SDD in order to prepare the entity for sale. Reg was
paid consultancy fees of $60,000.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2022
70
NOTE 27. RELATED PARTY TRANSACTIONS, CONT.
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
2022
$
2021
$
Current receivables:
Trade receivables from entities with common directorship
31,921
32,936
Current payables:
Trade payables to entities with common directorship
63,435
42,868
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.
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
NOTE 28. 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
There were no contingent liabilities of the company (2021: Nil).
Parent
Parent
2022
$’000
(16,727)
(16,727)
2022
$’000
1,227
86,012
1,105
4,768
169,561
3,556
(91,872)
81,244
81,244
2021
$’000
(3,933)
(3,933)
2021
$’000
2,833
87,082
964
998
169,386
3,268
(86,570)
86,084
86,084
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2022
71
NOTE 28. PARENT ENTITY INFORMATION, CONT.
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 (2021: 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 29. BUSINESS COMBINATIONS
Hampers and Gifts Australia
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. Hampers & Gifts Australia is a leading e-commerce gourmet hamper and gift business.
At 30 June 2021, the amounts presented in the business combination note were provisionally determined. As at 30 June
2022, the numbers have been finalised. The changes made at finalisation was unwinding the discounting of the contingent
consideration to recognise the full $14.0 million. The impact increased the goodwill and contingent consideration by
$210,000 from the provisional calculation.
At the date of finalisation of the annual year report, the consolidated entity has ensured all identifiable intangible assets
have been recognised and vendor warranties and representations met. Accordingly, the accounting for the acquisition of
Hampers & Gifts Australia has been determined as final at the end of the reporting period. For tax purposes, the tax values of
Hampers & Gifts Australia’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.
The final 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
Fair value
$000
179
199
3,702
11
362
221
208
9,440
4,860
(1,726)
(273)
(4,290)
(285)
12,608
40,926
53,534
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2022 72
NOTE 29. BUSINESS COMBINATIONS, CONT.
Hampers and Gifts Australia, cont.
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**
Fair value
$000
20,000
20,000
14,000
(640)
53,360
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.
*Contingent consideration
In the event that Hampers & 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 $14.5 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 $14.0 million was estimated by calculating the expected trading EBITDA to be achieved.
**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.
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.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2022 73
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.
NOTE 30. 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. St David Dairy Pty Ltd & B.-d Farms Paris Creek Pty Ltd are
classified as discontinued operations and assets held for sale, refer to note 7 for details.
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
Ownership interest
2022
%
100.00%
100.00%
100.00%
100.00%
2021
%
100.00%
100.00%
100.00%
100.00%
* Maggie Beer Holdings Limited, B.-d Paris Creek Farms Pty Ltd, Maggie Beer Products Pty Ltd, St David Dairy Pty Ltd and Hampers & 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 31. EVENTS AFTER THE REPORTING PERIOD
On 3 August 2022, the group entered into exclusive negotiations for the sale of St David Dairy with the intended transaction
to be completed by the end of August 2022.
On 19 August 2022, the group entered into exclusive negotiations for the sale of Paris Creek Farms with the intended
transaction to be completed by early October 2022.
Subsequent to year-end, the Board has proposed to recommend a Return of Capital of 1.0c per share, subject to shareholder
approval at the AGM.
No other matter or circumstance has arisen since 30 June 2022 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.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2022
74
NOTE 32. RECONCILIATION OF PROFIT/(LOSS) AFTER INCOME TAX TO NET CASH FROM OPERATING ACTIVITIES
Consolidated
Profit/(loss) after income tax benefit for the year
Adjustments for:
Depreciation and amortisation
Impairment and write down of discontinued operations
Share-based payments
Interest income classified as financing cashflow
Interest expense classified as financing cashflow
Change in operating assets and liabilities:
Decrease/(increase) in trade and other receivables
Increase in inventories
Increase in deferred tax assets
Increase/(decrease) in trade and other payables
Increase in other provisions
2022
$’000
(12,478)
5,770
17,559
388
21
210
(1,657)
(8,428)
(2,064)
1,119
233
2021
$’000
1,861
3,317
-
1,785
(33)
404
118
(1,312)
(4,290)
(574)
191
Net cash from operating activities
673
1,467
Non-cash investing and financing activities consist of shares issued during the year as consideration for business combinations,
as disclosed in note 29.
NOTE 33. EARNINGS PER SHARE
Consolidated
2022
$’000
2021
$’000
Earnings per share for profit from continuing operations
Profit after income tax attributable to the owners of Maggie Beer Holdings Ltd
7,352
2,814
Weighted average number of ordinary shares used in calculating basic earnings per share
351,250,310
231,277,191
Adjustments for calculation of diluted earnings per share:
Options over ordinary shares
8,000,000
4,500,000
Weighted average number of ordinary shares used in calculating diluted earnings per share
359,250,310
235,777,191
Number
Number
Basic earnings per share
Diluted earnings per share
Cents
2.093
2.046
Cents
1.217
1.193
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2022 NOTE 33. EARNINGS PER SHARE, CONT.
75
Consolidated
2022
$’000
2021
$’000
Earnings per share for loss from discontinued operations
Loss after income tax attributable to the owners of Maggie Beer Holdings Ltd
(19,830)
(953)
Basic earnings per share
Diluted earnings per share
Cents
(5.646)
(5.646)
Cents
(0.412)
(0.412)
Consolidated
2022
$’000
2021
$’000
Earnings per share for profit/(loss)
Profit/(loss) after income tax attributable to the owners of Maggie Beer Holdings Ltd
(12,478)
1,861
Basic earnings per share
Diluted earnings per share
Accounting policy for earnings per share
Basic earnings per share
Cents
(3.552)
(3.552)
Cents
0.805
0.805
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.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2022 76
NOTE 34. SHARE-BASED PAYMENTS
Set out below are summaries of options and performance rights outstanding at reporting date:
The options and performance rights hold no voting or dividend rights and are not transferable
Options
Set out below is a summary of options outstanding at reporting date:
2022
Grant date
Vesting date
16/7/2020
16/7/2020
16/7/2020
1/7/2021
1/7/2022
1/7/2023
16/7/2020
16/7/2020
16/7/2020
28/10/2020
28/10/2020
28/10/2020
2021
Grant date
Vesting date
17/12/2013
17/12/2020
16/7/2020
16/7/2020
16/7/2020
28/10/2020
28/10/2020
28/10/2020
16/7/2020
16/7/2020
16/7/2020
1/7/2021
1/7/2022
1/7/2023
Exercise
price
$0.150
$0.180
$0.200
$0.150
$0.180
$0.200
Exercise
price
$1.500
$0.150
$0.180
$0.200
$0.150
$0.180
$0.200
Expired/
forfeited/
other
-
-
-
-
Balance
at the end
of the year
1,000,000
1,500,000
1,500,000
3,000,000
(3,000,000)
-
-
3,000,000
(500,000)
(3,000,000)
10,000,000
Balance at
the start of
the year
1,500,000
1,500,000
1,500,000
3,000,000
3,000,000
3,000,000
13,500,000
Balance at
the start of
the year
50,321
Granted
Exercised
(500,000)
-
-
-
-
-
Exercised
-
-
-
-
-
-
-
-
Granted
-
-
-
-
-
-
1,500,000
1,500,000
1,500,000
3,000,000
3,000,000
3,000,000
50,321
13,500,000
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
Expired/
forfeited/
other
Balance
at the end
of the year
-
-
(185,714)
-
-
300,000
300,000
-
319,285
319,286
-
-
-
-
-
-
-
-
-
-
-
-
-
Performance rights
Set out below is a summary of the performance rights outstanding at reporting date:
Grant date
Expiry date
01/07/2021
01/07/2021
01/07/2021
01/07/2021
01/07/2021
31/08/2022
31/08/2022
30/06/2022
30/06/2023
30/06/2024
Balance at
the start of
the year
Granted
Exercised
-
-
-
-
-
300,000
300,000
185,714
319,285
319,286
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2022 77
NOTE 34. SHARE-BASED PAYMENTS, CONT.
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 each financial year. The options relating to FY22 have been forfeited due to not reaching
the performance hurdle trading EBITDA. Management has assessed the probability of future options and performance rights
targets being reached as 90% as at 30 June 2022.
On 24 June 2021, the board approved one-off bonus grant of 600,000 performance rights. The performance rights expiring
on 31 August 2022 in the below table are subject to vest based on time-based hurdle of continuous employment with the
group until August 2022 being met.
On 24 June 2021, the directors approved a Long-Term Incentive Plan (LTIP) for the executive team in the form of granting
performance rights over 3 years in 3 tranches. The performance rights are based on a % of each individual’s Total Fixed
Remuneration (including super) (TFR). Therefore, if an individual’s TFR is increased, the LTIP value and number of shares is
adjusted over the course of the 3 years at the same value of $0.35.
The $ value of shares remains constant with the number of shares being variable
For the performance rights 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
Expiry date
01/07/2021
01/07/2021
01/07/2021
01/07/2021
31/08/2022
30/06/2022
30/06/2023
30/06/2024
Share price
at grant
date
$0.400
$0.400
$0.400
$0.400
Expected
volatility
Dividend
yield
Risk-free
interest
rate
Fair value
at grant
date
90.00%
90.00%
90.00%
90.00%
-
-
-
-
0.06%
0.06%
0.06%
0.20%
$0.400
$0.400
$0.400
$0.400
There are service period and non-market conditions attached to the performance rights granted, which require reaching
trading EBITDA targets in the respective periods. The performance rights expiring on 30/06/2022 have been forfeited due to
performance hurdle not being met. Management has assessed the probability of FY23 and FY24 performance rights targets
being reached as 90% as at 30 June 2022.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2022 78
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 2022 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
24 August 2022
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022
79
Independent auditor’s report
To the members of Maggie Beer Holdings Limited
Report on the audit of the financial report
Our opinion
In our opinion:
The accompanying financial report of Maggie Beer Holdings Limited (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 2022 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 2022
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
Liability limited by a scheme approved under Professional Standards Legislation.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022
80
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
For the purpose of our audit we used overall Group
Our audit focused on where the Group made
materiality of $497,573, which represents
approximately 0.5% of the Group's total revenues
from continuing and discontinuing operations.
subjective judgements; for example, significant
accounting estimates involving assumptions and
inherently uncertain future events.
Maggie Beer Holdings Limited operates across four
segments with its head office functions based in
South Australia, Australia.
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 from continuing
and discontinuing operations because, in our view,
it is the benchmark against which the performance
of the Group is most commonly measured.
We utilised a 0.5% 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 | 2022
81
Key audit matter
How our audit addressed the key audit matter
Assets held for sale and discontinued operations
(Note 7 - Discontinued Operations)
On 22 June 2022, the Group announced the
appointment of an advisor in relation to the company’s
non-core dairy assets, Paris Creek Farms (PCF) and
St David Dairy (SDD).
In accordance with Australian Accounting Standards,
these assets were ‘held for sale’ and were written
down to their respective fair values using fair value
less costs to sell and disclosed as discontinued
operations. This resulted in an impairment of $17.6m.
We have considered the valuation of the assets held
for sale to be a key audit matter due to the size of the
impact on the group financial statements and the
judgements applied by management in assessing the
fair value of assets held for sale.
Our procedures included, amongst others:
Obtained an understanding of the proposed
offers received for PCF and SDD.
Reviewed the proposed offers and Board
meeting minutes to understand any terms and
conditions attached to the offers.
Agreed asset and liability values for PCF and
SDD prior to fair value adjustments to
underlying financial records.
For a sample of items included within costs to
sell, agreed the amounts to supporting
documentation.
Agreed the impairment recognised as the
difference between the asset and liability values
for PCF and SDD, prior to fair value
assessment, and the amount included in the
proposed sale contracts adjusted for costs to
sell.
We evaluated the reasonableness of the
disclosures against the requirements of
Australian Accounting Standards.
Recognition of contingent consideration
(Note 29 Business combinations)
The Group acquired 100% of Hampers & Gifts
Australia Pty Ltd on 21 May 2021 for a total upfront
consideration of $40.0 million plus contingent
consideration (earnout), comprising of cash and
shares. The business combination was presented on
a provisional basis at 30 June 2021.
As at 30 June 2022, the amount of contingent
consideration was reassessed increasing to
$14.0m. This change from 30 June 2021 resulted in
an increase in goodwill of $0.2m.
We determined this is a key audit matter due to the
materiality of the contingent consideration balance
and judgement and uncertainty involved in forecasting
the estimated earnout.
Our procedures included amongst others:
Obtained an understanding of the share
purchase deed and the terms and conditions
associated with the contingent consideration.
Reviewed the budget for FY23 to re-calculate
the amount of contingent consideration payable.
Tested the mathematical accuracy of key data
within the Group’s calculation of the contingent
consideration and subsequent adjustment to
goodwill.
We evaluated the business combination
disclosures in the financial statements against
the requirements of Australian Accounting
Standards.
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022
82
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 2022, 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 | 2022
83
Report on the remuneration report
Our opinion on the remuneration report
We have audited the remuneration report included in pages 24 to 32 of the directors’ report for the
year ended 30 June 2022.
In our opinion, the remuneration report of Maggie Beer Holdings Limited for the year ended 30 June
2022 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
24 August 2022
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022
84
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 2
85
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 2
86
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 4 August 2022 (Report Date).
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
considered 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 the Report 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
Voting Rights of Equity Securities
Number of holders
2,834
1
1
1
1
1
1
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 2,834 holders of a total of 351,839,920 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 | 2022
87
Distribution of Holders of Equity Securities
The distribution of holder of equity securities on issue in the company as at the Report 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
934
789
320
637
154
2,834
210,839
2,060,060
2,471,576
20,333,627
326,763,818
351,839,920
0.06
0.59
0.70
5.78
92.87
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 $0.35 per unit
1429
Holders
1,076
Units
385,104
Substantial Shareholders
As at the Report 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
Perennial Value Management Ltd
Emily McWaters Investments Pty Ltd < Emily McWaters Invest A/C>
David Morgan Investments Pty Ltd
Geoff Wilson
Rubi Holdings Pty Ltd
Acorn Capital Limited
Number of Shares
Percentage
24,149,956
28,571,429
28,571,429
19,494,507
20,160,097
17,867,022
14.65%
8.121%
8.121%
6.89%
5.75%
5.09%
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022 88
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
NATIONAL NOMINEES LIMITED
DAVID MORGAN INVESTMENTS PTY LTD
EMILY MCWATERS INVESTMENTS PTY LTD
RUBI HOLDINGS PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD
CITICORP NOMINEES PTY LIMITED
DYNASTY PEAK PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
BNP PARIBAS NOMS PTY LTD
UBS NOMINEES PTY LTD
SIEANA PTY LTD
MUTUAL TRUST PTY LTD
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
BEER FAMILY HOLDINGS PTY LTD
BUNGEELTAP PTY LTD
BUDUVA PTY LTD
BICKFORDS (AUSTRALIA) PTY LTD
C & M BEER NOMINEES PTY LTD
ARTHINGWORTH PTY LTD
Voluntary Escrow
Number
held
42,539,360
28,571,429
28,571,429
25,465,386
20,502,309
12,631,426
16,391,572
15,864,625
14,200,742
12,933,891
12,201,453
9,490,968
9,224,980
6,690,125
5,873,685
4,465,625
4,100,000
3,758,428
3,062,356
2,247,368
% total shares
issued
12.091%
8.121%
8.137%
7.238%
5.827%
3.597%
4.659%
4.509%
4.036%
3.676%
3.468%
2.698%
2.622%
1.901%
1.669%
1.269%
1.165%
1.068%
0.870%
0.639%
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
57,142,858
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022 89
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 | 2022 90
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022 91
MAGGIE BEER HOLDINGS LTD | ANNUAL REPORT | 2022 ABN 69 092 817 171
maggiebeerholdings.com.au