N
E
W
Z
E
A
L
A
N
D
C
O
A
S
T
A
L
S
E
A
F
O
O
D
S
L
I
M
I
T
E
D
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
0
2020
ANNUAL
REPORT
CORPORATE DIRECTORY
CONTENTS
DIRECTORS
Winton Willesee
Erlyn Dale
Harry Hill (resigned 25 July 2019)
Jourdan Thompson (appointed 25 July 2019)
Aldo Miccio (appointed 25 July 2019)
AUDITORS
Crowe Perth
Level 5, 45 St Georges Terrace
PERTH WA 6000
HOME EXCHANGE
Australian Securities Exchange Ltd
Exchange Plaza
2 The Esplanade
PERTH WA 6000
ASX Code: NZS and NZSOA
DIRECTORS’ REPORT
CORPORATE GOVERNANCE
AUDITOR’S INDEPENDENCE DECLARATION
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
REGISTERED AND PRINCIPAL OFFICE
Suite 5 CPC, 145 Stirling Highway
NEDLANDS WA 6009
Telephone: (08) 9389 3130
Website: www.nzcs.co
Email: info@nzcs.co
SHARE REGISTRY
Automic Registry Services
Level 2, 267 St Georges Terrace
PERTH WA 6000
Telephone: 1300 992 916
International: +61 2 9698 5414
SOLICITORS
Steinepreis Paganin
Level 4, The Read Buildings
16 Milligan street
PERTH WA 6000
PRINCIPAL PLACE OF BUSINESS
7 Bolt Place
Christchurch, 8053
NEW ZEALAND
COMPANY SECRETARY
Erlyn Dale
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED STATEMENT OF CASH FLOWS
NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS
DIRECTORS’ DECLARATION
INDEPENDENT AUDIT REPORT
ASX ADDITIONAL INFORMATION
2
24
25
26
27
28
30
32
62
63
68
DIRECTORS REPORT CONT
DIRECTORS REPORT CONT
DIRECTORS REPORT
The Directors present their report together with the financial
report of New Zealand Coastal Seafoods Limited and its
controlled entities (Group) for the financial year ended
30 June 2020 and the Auditor’s Report thereon.
BOARD OF DIRECTORS
The names and details of the Directors in office
during the financial period and until the date of
this report are set out below.
Winton Willesee (Non-executive Chairman)
Aldo Miccio (appointed 25 July 2019)
Erlyn Dale
Jourdan Thompson (appointed 25 July 2019)
Harry Hill (resigned 25 July 2019)
PRINCIPAL ACTIVITIES
The Group is a secondary producer of
nutraceutical, seafood products and premium
marine ingredients. Harnessing the country’s
reputation for pure, pristine waters and
fisheries provenance, the Group utilises raw
ingredients sourced from New Zealand’s finest
deep-sea fishing companies, employing a nose-
to-tail philosophy to create a range of high
value products.
The Group’s mission is to share the sought-
after flavours of sustainably sourced, nutritious,
healthy and organic goodness of New Zealand’s
seafood with Asian and other consumers
worldwide, through expanding distributor,
wholesale and consumer channels.
The Group’s growth strategy is focused on the
development of a new nutraceutical product
range to complement increasing production
and sales of its flagship, collagen-rich, dried ling
maw range and its developing high-value ready-
to-eat FMCG products for export into new and
existing markets.
DIVIDENDS PAID
OR RECOMMENDED
The Directors of the Company do not
recommend the payment of a dividend in
respect of the current financial period ended 30
June 2020 (2019: Nil).
OPERATING RESULTS
The Group’s net loss after providing for income
tax for the year ended 30 June 2020 amounted
to $6,805,020 (2019: $188,397). Excluding
non-cash expenses recorded for the reverse
acquisition of NZCS Operations Ltd (refer Note
2), the loss was $2,175,587 (2019: $188,397).
2
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
Refer to Note 2 for details of the financial
impact of the reverse acquisition.
During the course of the period following listing
on ASX the Company achieved the following:
FINANCIAL POSITION
At 30 June 2020 total Group assets were
$4,944,357 (2019: $109,984) and net assets were
$3,299,091 (2019: net liabilities of $156,217).
REVIEW OF OPERATIONS
New Zealand Coastal Seafoods
successfully lists on the ASX
On 5 August 2019, NZCS announced that it
had successfully listed on the ASX following
a capital raise of $5 million. Since listing on
the ASX, the Company has been successful in
executing its growth strategy of:
• Increasing sales of existing products through
expanded production capacity and increased
ability to access raw seafood supply.
• Improving profit margins by extending the
range of products to include nutraceuticals
and wellness products and ready-to-eat
products.
• Expanding sales capacity by enlarging NZCS’
sales force and expanding distribution
channels, in existing markets, such as New
Zealand, Australia and Hong Kong and
entering or further penetrating, as relevant,
markets such as China, Malaysia, Singapore,
Indonesia and Vietnam.
NZCS Expands into Nutraceuticals
Acquisition of Kiwi Dreams
International Limited
NZCS completed the acquisition (“Acquisition”)
of Kiwi Dreams International Limited (“KDI”),
a New Zealand based developer of innovative
nutraceutical products and services, including
ingredient supply, quality and validation, as well
as formulation and development.
The Acquisition of KDI has provided the
Company with immediate access to the lucrative
value added nutraceutical and pharmaceutical
ingredient sector, with NZCS developing
potential high value products including; Mussel
Powder and Oils, Marine Based Collagens (Ling
Maw and Fish Skin), Underia (seaweed) powder,
Oyster Powder, Nootropic products and other
cognitive enhancers.
Through the Company’s prior development
of nutraceutical products, NZCS recognised
significant opportunities in this high growth
market, with the global nutraceutical market
estimated at US $230.9 billion in 20181.
The Acquisition aligns with the Company’s
strategy to expand revenues streams, by adding
greater depth to the existing product line.
1 https://www.bccresearch.com/market-research/food-and-beverage/nutraceuticals-global-markets.html
H
1 https://www.bccresearch.com/market-research/food-and-beverage/nutraceuticals-global-markets.html
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
3
DIRECTORS REPORT CONT.
High Value Purchase Agreements
Strategic Supply Agreement for
European Distribution
Following the Acquisition, NZCS entered a
strategic one year Supply Agreement with
German Company, Dr. Behr (“Dr. Behr”) for the
sale of green lip mussel powders and oils, with
the opportunity to further expand revenues as
the Company develops additional products.
Under the Dr. Behr Supply Agreement, Dr.
Behr will initially sell NZCS’s green lip mussel
powders and oils in Europe, with minimum
order quantity revenues solely from mussel
products (excluding the UK) of NZ$432,000
(approximately A$400,000) for Year 1, with
parties able to agree to further terms, which are
expected to be on similar pricing terms, with
expected increased indicative product quantities
to be negotiated.
The Supply Agreement with Dr. Behr aligns
with NZCS’s growth strategy of entering new
markets and improving profit margins by
extending its range of products.
NZ$4.4m Purchase Agreement for 100
Tonnes of Ling Maw
The Company entered a NZ$4.4m
(approximately AU$4.29m) purchase agreement
with SuperMilkBaba (NZ) Limited (“SMB”), for
the sale of a minimum of 100 tonnes of frozen
Ling Maw over a 12 month period.
During the lockdown period, the first 1000kg
order for SMB was successfully dispatched
and processed, with NZCS continuing to fulfil
further orders for SMB and other customers
during the lockdown period. The purchase
agreement with SMB aligns with NZCS’s
growth strategy of entering new markets
including China.
NZ$400,000 Purchase Agreement
with Good Health
In May 2020, the Company entered a
NZ$400,000 (approx. AU$377,000) purchase
agreement with Good Health Product
Limited (“Good Health”), for the sale of a
minimum of 4,000 kilograms of Nutraceutical
Oyster Powder over a 12 month period, with
opportunities to expand order quantities to
up to 10,000 kilograms over the same period.
The purchase agreement with Good Health
aligns with NZCS’s growth strategy of entering
new markets and improving profit margins by
extending the range of products.
Further Sales and International Expansion
Astaxanthin Oil
NZCS received purchase orders for NZ$120,000
of Astaxanthin Oil from an existing KDI
customer, New Zealand Health Manufacturing,
and a new US based customer, Elevate Health
Sciences, with these purchase orders aligning
with NZCS’s growth strategy of expanding sales
capacity and expanding distribution channels, in
existing and new markets.
International Export Licenses
As NZCS further expanded into international
markets, US Food and Drug Administration
Image by OpenSeas via openseas.org.nz
Listing Approval to export products to the
United States was received in May 2020.
NZCS also received European Union Listing
Approval, allowing the Company to export
marine product to Europe. These international
export licenses facilitate NZCS’s entry into new
markets, thereby adding geographical diversity
to its customer base and reducing reliance on
one particular market. Export licenses also
align with the Company’s strategy of expanding
distribution channels by entering new markets.
Astaxanthin Sales to Japan
NZCS shipped an initial Astaxanthin trial order
to a leading nutraceutical manufacturer in Japan
in July 2020, as the Company seeks to enter
this market. The trial order of Astaxanthin
to Japan aligns with the Company’s growth
strategy of expanding sales by entering new
markets and by extending NZCS’s range of
products to also include nutraceuticals.
Significant Trial Order to Hong Kong
A new Hong Kong based customer placed
a significant trial order for NZ$148,000 of
Ling Maw in July 2020. The Company has
utilised trial orders to build relationships
with key customers globally, whilst providing
the opportunity for NZCS’s customers to
receive feedback from end consumers before
proceeding to higher value orders.
The significant trial order to Hong Kong
aligns with the Company’s growth strategy
of expanding sales by entering new markets.
Processing and Production Facility
Completed Upgraded and
Expanded Production Facility
On 3 March 2020, NZCS announced that it had
moved to the new upgraded and expanded
seafood processing and production facility in
Christchurch, five times larger than the existing
facility, and strategically located in close
proximity to the Christchurch airport, and the
import/export air freight market, providing
logistical advantages for export into Asia.
The expanded and upgraded production facility
aligns with the Company’s growth strategy of
increasing sales of existing products through
expanded production capacity, and improving
profit margins by extending the range of
products to include ready-to-eat products.
RMP Approval for Upgraded and Expanded
Production and Processing Facility
NZCS announced that the Risk Management
Programme (“RMP”) for the Company’s new
upgraded and expanded processing and
production facility, had received approval from
the New Zealand Ministry of Primary Industries
(“MPI”), a requirement under the Animal
Products Act to process and manufacture
animal products in New Zealand.
Nutraceutical Powder Milling Machine
NZCS received delivery of a new milling
machine used to produce nutraceutical
products, including the Company’s recently
developed powdered collagen nutraceutical ling
4
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
5
DIRECTORS REPORT CONT
DIRECTORS REPORT CONT
DIRECTORS REPORT CONT.
powder, mussel powder and
Astaxanthin powder.
NZCS Deemed Essential Service
As a primary food producer, under COVID-19
restrictions, NZCS was deemed an ‘Essential
Service’ by the New Zealand Government.
In response to COVID-19, the Company
implemented a strategic response plan to
ensure continuity in product delivery and sales,
including drying, pre-processing and packing
sufficient stock to maintain staff safety, whilst
allowing for ease of dispatch to customers
during the temporary COVID-19 disruptions.
NZCS continued to fulfil further orders for
SMB and other customers during the
lockdown period.
NZCS Branded Product Range
Development of Ready to Eat
Product Range
The Company developed a NZCS branded ready
to eat product range consisting of Cooked Ling
Maw, Cooked Paua (Abalone) and a powdered
Collagen Ling Maw nutraceutical product, with
these products being sold direct to consumers
in NZCS retail packaging.
Distribution Agreement with Reach China
NZCS entered an agreement with Reach China
for the distribution of the Company’s ready to
eat and nutraceutical product range in Australia,
Hong Kong and China. Under the Reach China
Distribution Agreement, Reach China has the
rights to distribute the NZCS branded dried
ling maw, cooked ling maw, paua (abalone)
and collagen nutraceutical product, with the
agreement including scope for expansion.
Export Order from BuyNatural
The Company announced that it had received
an export order from BuyNatural for its NZCS
branded ready to eat product range, including
100 units of Dried Ling Maw, 50 units of
Cooked Abalone, and 50 units of Cooked Ling
Maw in Sauce. The order from BuyNatural aligns
with NZCS’s growth strategy of improving
profit margins by extending NZCS’s range of
products to include ready-to-eat products
including pre-packaged soups.
E-Commerce Portal and Online Sales
NZCS launched a flagship e-commerce portal
on the Company’s website, selling the NZCS
branded ready to eat and powdered collagen
nutraceutical ling product, direct to consumers.
Corporate
New Zealand Coastal Seafoods successfully
lists on the ASX
As noted earlier in this review of operations,
on 5 August 2019, NZCS announced that it had
successfully listed on the ASX following a capital
raise of $5 million. Since listing on the ASX, the
Company has been successful in executing its
growth strategy of:
• Increasing sales of existing products through
expanded production capacity and increased
ability to access raw seafood supply.
• Improving profit margins by extending the
range of products to include nutraceuticals and
wellness products and ready-to-eat products.
• Expanding sales capacity by enlarging NZCS’
sales force and expanding distribution channels,
in existing markets, such as New Zealand,
Australia and Hong Kong and entering or
further penetrating, as relevant, markets
such as China, Malaysia, Singapore, Indonesia
and Vietnam.
Andrew Peti appointed as CEO
Mr Peti was appointed as Chief Operating Officer
in September 2019, before being appointed
Interim CEO on 3 March 2020. During his
roles at NZCS, he has been instrumental in
securing high value purchase agreements and
has also assisted in NZCS’s expansion into the
high growth nutraceutical market, which was an
estimated US $230.9 billion in 20182.
Rob Wells appointed as CFO
On 8 October 2019, the Company appointed
Rob Wells as Chief Financial Officer (“CFO”) to
support the Company’s Executive Management
Team to deliver the Company’s growth and
expansion strategy.
Appointment of Head of Sales
NZCS announced the appointment of Anna-Lee
Fraser to the newly created role of Head of Sales.
The appointment of Ms Fraser forms part of the
Company’s strategy of expanding sales capacity
by enlarging NZCS’ sales force and expanding
distribution channels, in existing markets, such
as New Zealand, Australia and Hong Kong and
entering into new markets including China,
Malaysia, Singapore, Indonesia and Vietnam.
Rights Issue
NZCS announced a rights issue to raise up to
$1.819m, with shareholders entitled to one (1)
new share at an issue price of $0.01 per new
share for every (3) shares held at the record
date, together with one (1) free attaching listed
option for every three (3) shares subscribed
for under the rights issue.The Company
received acceptances for 38,026,015 shares,
and applications for shortfall from existing
shareholders for 29,096,841 shares, raising
$671,228. The shortfall was subscribed through
the underwriter Canaccord Genuity (Australia)
Limited raising a total of $1.819m.
Performance Options
Following completion of the Reporting Period,
NZCS issued performance options to its
executive management team.
NZCS is focussed on growing shareholder value
and believes the alignment of management /
board returns with shareholders returns is a
valuable way of achieving that growth.
The Company plans to seek shareholder approval
for the issue of performance incentives for its
directors at the upcoming 2020 Annual
General Meeting.
2 https://www.bccresearch.com/market-research/food-and-beverage/nutraceuticals-global-markets.html
2 https://www.bccresearch.com/market-research/food-and-beverage/nutraceuticals-global-markets.html
6
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
7
DIRECTORS REPORT CONT
DIRECTORS REPORT CONT.
AGM
The Company anticipates that it will hold its
next Annual General Meeting (‘AGM’) on
18 November 2020.
In accordance with ASX Listing Rule 3.13.1, the
closing date for the receipt of nominations
from persons wishing to be considered for
election as a director of the Company is 30
September 2020.
Any nominations must be received in writing
no later than 5.00pm (WST) on 30 September
2020 at the Company’s registered office .
SIGNIFICANT CHANGES IN
STATE OF AFFAIRS
Significant changes in the state of affairs of the
Group during the financial year are as set out in
the Review of Operations.
IMPACT OF COVID-19
GLOBAL PANDEMIC
As a primary food producer, under COVID-19
restrictions, NZCS was deemed an ‘Essential
Service’ by the New Zealand Government, with
operations continuing during the lockdown
period. Although NZCS’s supply chain and
ability to fulfil customer orders remained
unaffected, it should be noted that global
uncertainty and market conditions impacted
upon demand for NZCS’s products during
the reporting period.
In response to COVID-19, NZCS implemented a
strategic response plan to ensure continuity in
product delivery and sales, including drying, pre-
processing and packing sufficient stock to
maintain staff safety, whilst allowing for ease
of dispatch to customers during the temporary
COVID-19 disruptions.
The situation is rapidly developing and is
dependent on measures imposed by the
New Zealand Government and by other
countries, such as maintaining social distancing
requirements, quarantine procedures, travel
restrictions and any economic stimulus that may
be provided, and accordingly it is not practicable
to estimate the potential impact, positive or
negative, after the reporting date.
MATTERS SUBSEQUENT
TO THE END OF THE
FINANCIAL YEAR
The material events subsequent to the financial
year, are;
1.
the appointment of Andrew Peti as CEO of
the Company; and
2. entered a strategic one year Supply
Agreement with German Company,
Dr. Behr;
both of which are detailed above.
Other than as noted above, no matter or
circumstance has arisen since 30 June 2020 that
has significantly affected, or may significantly
affect the Group’s operations, the results of
those operations, or the Group’s state of affairs
in future financial years.
LIKELY DEVELOPMENTS AND
EXPECTED RESULTS
OF OPERATIONS
The Company has no plans to alter its
business model.
PROCEEDINGS ON BEHALF
OF THE GROUP
No person has applied to the Court under
section 237 of the Corporations Act 2001 for
leave to bring proceedings on behalf of the
Group, or to intervene in any proceedings to
which the Group is a party for the purpose of
taking responsibility on behalf of the Group for
all or part of those proceedings.
ENVIRONMENTAL
REGULATION
The Group is not subject to any significant
environmental regulation under Australian or
New Zealand Laws.
8
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
9
DIRECTORS REPORT CONT
DIRECTORS REPORT CONT.
DIRECTORS REPORT CONT.
DIRECTORS REPORT CONT
DIRECTORS REPORT CONT.
INFORMATION ON DIRECTORS
Winton Willesee
Non-Executive Chairman
Aldo Miccio
Executive Director
Experience
and Expertise
Other Current
Directorships
Former Directorships
in last 3 years
Mr Willesee is an experienced corporate professional with
a broad range of skills and experience strategy, company
development, corporate governance, company public listings,
merger and acquisition transactions and corporate finance.
Mr Willesee has considerable experience with ASX listed and
other companies over a broad range of industries, having held
directorships, chairmanships, and company secretarial positions
with a number of ASX-listed companies over many years. He
is a Fellow of the Financial Services Institute of Australasia,
the Governance Institute of Australia and the Institute of
Chartered Secretaries and Administrators, Graduate of the
Australian Institute of Company Directors, and a Member of
CPA Australia.
Nanollose Limited (ASX: NC6), MMJ Group Holdings Limited
(ASX: MMJ), Neurotech International Limited (ASX: NTI) and
eSense-Lab Ltd (ASX: ESE)
Ding Sheng Xin Finance Co Limited and Kopore Metals Limited
Special Responsibilities
Chairman of the Board
Interests in Shares
and Options
1,210,000 ordinary shares.
100,384 options exercisable at $0.0275 expiring 25 July 2022
Experience
and Expertise
Prior to co-founding New Zealand Coastal Seafoods, Aldo was
the mayor of Nelson, New Zealand, and prior to that served as
a Councillor of Nelson, beginning in 2007.
In 2010, Mr Miccio successfully sold Bissi Ltd, an apparel
company he had started in 1998. He is also former Managing
Director of KELA and current Vice President of the Italian
Chamber of Commerce in New Zealand.
Other Current
Directorships
Former Directorships
in last 3 years
None
None
Special
Responsibilities
Executive Director
Interests in Shares
and Options
52,841,935 ordinary shares.
13,566,000 options exercisable at $0.06 expiring 5 February 2023
10
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
11
DIRECTORS REPORT CONT
DIRECTORS REPORT CONT
DIRECTORS REPORT CONT.
Erlyn Dale
Non-Executive Director
Jourdan Thompson
Non-Executive Director
Experience
and Expertise
Miss Dale is an experienced corporate professional with a broad
range of corporate governance and capital markets experience,
having been involved with several public company listings, merger
and acquisition transactions and capital raisings for ASX-listed
companies across a diverse range of industries.
Miss Dale began her career in corporate recovery and
restructuring at Ferrier Hodgson and is now the Managing
Director of corporate services firm, Azalea Consulting, which
provides outsourced company secretarial, accounting and
administration services to a portfolio of ASX-listed companies.
Miss Dale holds a Bachelor of Commerce (Accounting and Finance)
and a Graduate Diploma in Applied Corporate Governance.
She is a member of the Governance Institute of Australia/
Chartered Secretary.
Other Current
Directorships
None
Former Directorships
in last 3 years
Special
Responsibilities
Interests in Shares
and Options
Non-Executive Director of Kopore Metals Limited
Company Secretary
8,000,000 options exercisable at $0.06 expiring 5 February 2023
Experience
and Expertise
Mr Thompson is currently the Chief Financial Executive of Keytone
Dairy Corporation Limited (ASX: KTD) and is an experienced
FMCG executive. In addition, Jourdan has over 15 years’ industry
experience in investment banking, finance and restructuring both
in Australia and Europe. Jourdan has spent the last 10 years in
investment banking, working most recently for Greenhill & Co. as
a director.
Other Current
Directorships
Former Directorships
in last 3 years
Special
Responsibilities
None
None
None
Interests in Shares
and Options
8,000,000 options exercisable at $0.06 expiring
5 February 2023
12
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
13
DIRECTORS REPORT CONT.
REMUNERATION REPORT (AUDITED)
This Remuneration Report outlines the Director and Executive remuneration arrangements of the
Group and the Group and has been audited in accordance with the requirements by section 308(3C)
of the Corporations Act 2001 and the Corporations Regulations 2001.
For the purposes of this report, Key Management Personnel of the Group are defined as those
persons having authority and responsibility for planning, directing and controlling the major
activities of the Group and the Consolidated Entity, directly or indirectly, including any Director
(whether Executive or otherwise) of the Group.
Key Management Personnel disclosed in the Report
Names and positions held of Parent Entity Directors and Key Management Personnel in office at any
time during the financial year are:
Directors:
Winton Willesee, Aldo Miccio, Erlyn Dale, Jourdan Thompson, Harry Hill
Management:
Peter Win, Andrew Peti, Robert Wells, Alexander Zu Ming Li
Remuneration Governance
The full Board filling the role of the Nomination and Remuneration Committee is responsible for
the following:
• remuneration policies and practices;
• remuneration of the Executive Officer and Executive Directors;
• composition of the Board; and
• performance Management of the Board and of the Executive Officer.
Executive Remuneration Policy and Framework
The full Board reviews and make recommendations regarding the following:
• strategies in relation to Executive remuneration policies;
• compensation arrangements for the Chairman, Non-Executive Directors, CEO, and other Senior
Executives as appropriate;
• performance related incentive policies;
• the Group’s recruitment, retention and termination policies;
• the composition of the Board having regard to the skills/experience desired and skills/
experience represented;
• the appointment of Board members;
• the evaluation of the performance of the CEO;
• consideration of potential candidates to act as Directors; and
• succession planning for Board members.
Key Management Personnel Remuneration Policy
The Board’s policy for determining the nature and amount of remuneration of Key Management
Personnel for the economic entity is as follows:
The remuneration structure for Key Management Personnel is based on a number of factors,
including the particular experience of the individual concerned. The contracts for service between
the Group and Key Management Personnel are on a continuing basis, the terms of which are not
expected to materially change in the immediate future. There is no scheme to provide retirement
benefits, other than statutory superannuation.
On appointment to the Board, all Executive and Non-Executive Directors enter into an agreement
with the Group.
The Group’s executive Key Management Personnel and details of their remuneration and
contractual employment arrangements are set out below.
Key Management Personnel Remuneration
The remuneration of the Group’s Key Management Personnel is disclosed below:
Salary
($)
Post
Retirement
benefits
($)
Other
benefits
($)
Equity
Based
Payments
($)
Total
($)
Performance
related
2020
DIRECTORS
Winton Willesee
59,000
Aldo Miccio
Erlyn Dale
87,083
48,326
Jourdan Thompson
45,699
Harry Hill *
1,833
MANAGEMENT
Peter Win¹
140,263
-
-
-
-
-
-
-
-
-
-
-
-
Andrew Peti ²
103,233
4,129
8,934
Robert Wells ³
78,637
3,145
Alexander Zu Ming Li 4
62,870
-
-
-
TOTAL
626,944
7,274
8,934
* Resigned 25 July 2019
-
-
-
-
-
-
-
-
-
-
59,000
87,083
48,326
45,699
1,833
140,263
116,296
81,782
62,870
-
-
-
-
-
-
-
-
-
643,152
-
1Peter Win was appointed as CEO on 25 July 2019 before transitioning to GM Business
Development of NZCS Operations Limited on 3 March 2020
2Andrew Peti was appointed COO of NZCS Operations Limited on 17 September 2019, interim CEO
on 3 March 2020 and CEO on 13 July 2020
3Robert Wells was appointed CFO of NZCS Operations Limited on 29 October 2019
4Alexander Zu Ming Li is a director of NZCS Operations Limited
14
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
15
DIRECTORS REPORT CONT
DIRECTORS REPORT CONT
DIRECTORS REPORT CONT.
Key Management Personnel Compensation
Contractual employment arrangements of the Group’s Executive Key Management
Personnel are as follows:
Peter Win (General Manager Business Development)
Term of agreement: Ongoing with a notice period of two months
Details:
Base salary of NZD$140,000 per annum plus superannuation reviewable
annually by the Nomination and Remuneration Committee.
Andrew Peti (Chief Executive Officer)
Term of agreement: Ongoing with a notice period of two months
Details:
Base salary of NZD$150,000 per annum plus superannuation and the
provision of a company vehicle paid fortnightly. A one-off performance
bonus of NZD$50,000 inclusive of tax payable upon achieving
milestones before 30 June 2021. Contract is to be reviewed annually by
the Nomination and Remuneration Committee. On the 29 July 2020
options were issued as part of an Incentive Option Plan as approved by
shareholders on 13 June 2019.
Robert Wells (Chief Financial Officer)
Term of agreement: Ongoing with a notice period of two months
Details:
Base salary of NZD$130,000 per annum plus superannuation reviewable
annually by the Nomination and Remuneration Committee. On the 29 July
2020 options were issued as part of an Incentive Option Plan as approved
by shareholders on 13 June 2019.
Alexander Zu Ming Li (Director of NZCS Operations Limited)
Term of agreement: Ongoing with a notice period of one month
Details:
Base salary of NZD$5,000 per month plus GST if applicable for up to 120
hours per month of services along with a discretionary bonus based on
performance of up to NZ$1,250 per month.
Equity Instruments Disclosure Relating to Key Management Personnel
Shares:
Number of shares held by Parent Entity Directors and other Key Management Personnel of
the Group, including their personally related parties, are set out below.
Name
DIRECTORS
Winton Willesee
Aldo Miccio
Erlyn Dale
Jourdan Thompson
Harry Hill *
MANAGEMENT
Peter Win
Andrew Peti 1
Robert Wells 2
Alexander Zu Ming Li
TOTAL
Balance
at the start
of the year
Acquired Disposed
Other Ø
Balance
at the end
of the year
-
-
-
-
-
-
-
-
-
-
302,500
55,205
-
-
-
-
-
-
-
357,705
-
-
-
-
-
-
-
-
-
-
907,500
1,210,000
52,786,730
52,841,935
-
-
-
-
-
-
52,786,730
52,786,730
-
-
-
-
52,786,730
52,786,730
159,267,690 159,625,395
Ø Issued pursuant to the acquisition of NZCS Operations Limited on 26 July 2019
*Resigned NZS 25 July 2019
1Appointed NZCS 17 September 2019
2Appointed NZCS 29 October 2019
16
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
17
DIRECTORS REPORT CONT
DIRECTORS REPORT CONT
DIRECTORS REPORT CONT
DIRECTORS REPORT CONT
DIRECTORS REPORT CONT.
Options:
Number of options held by Parent Entity Directors and other Key Management Personnel of the
Group, including their personally related parties, are set out below.
Name
DIRECTORS
Winton Willesee
Aldo Miccio
Erlyn Dale
Jourdan Thompson
Harry Hill
MANAGEMENT
Peter Win
Andrew Peti
Robert Wells
Alexander Zu Ming Li
TOTAL
Balance at
the start
of the year
Acquired Disposed Other Ø
Balance at
the end
of the year
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
100,834
100,834
13,566,000
13,566,000
8,000,000
8,000,000
8,000,000
8,000,000
-
-
13,566,000
13,566,000
-
-
-
-
13,566,000
13,566,000
56,798,834
56,798,834
Ø Issued pursuant to the acquisition of NZS Operations Limited on 26 July 2019
Voting and comments made at the Group’s 2018 Annual General Meeting
The Group received a 96.4% “yes” votes on its remuneration report for the 2019 financial year
(2018: 76.7% yes). The Group did not receive any specific feedback at the AGM or throughout the
year on its remuneration practices.
Transactions with Related Parties
Transactions between related parties are on normal commercial terms and conditions no more
favourable than those available to other parties unless otherwise stated.
The following transactions occurred with related parties for the year ended 30 June 2020.
The aggregate amount recognised during the year relating to Directors, Key Management Personnel
and their related parties were as follows:
Director
Transaction
Transactions value
for the year ended
30 June
Balance
outstanding as at
30 June
2020 ($)
2019 ($)
2020 ($)
2019 ($)
Winton Willesee & Erlyn Dale
(Directors and Shareholders
of Azalea Consulting Pty Ltd)
Corporate
administration
services
134,500
-
6,850
Winton Willesee & Erlyn Dale
(Directors and Shareholders
of Valle Corporate Pty Ltd)
Bookkeeping
and accounting
services
7,607
-
945
-
-
Total
-
142,107
-
7,795
-
This is the end of the Audited Remuneration Report.
18
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
19
DIRECTORS REPORT CONT
DIRECTORS REPORT CONT.
DIRECTORS’ MEETINGS
Attendances by each Director during the year were as follows:
Director
Number Eligible to Attend
Number Attended
Winton Willesee
Aldo Miccio
Erlyn Dale
Jourdan Thompson
Harry Hill
14
12
14
12
2
14
12
14
12
2
INDEMNIFICATION OF
DIRECTORS AND OFFICERS
(a) Indemnification
The Group has agreed to indemnify the current
Directors and Group Secretary of the Group
against all liabilities to another person (other
than the Group or a related body corporate)
that may arise from their position as Directors
and Group Secretary of the Group, except
where the liability arises out of conduct
involving a lack of good faith.
The Agreement stipulates that the Group will
meet to the maximum extent permitted by law,
the full amount of any such liabilities, including
costs and expenses.
(b) Insurance Premiums
During the year ended 30 June 2020, the
Company paid insurance premiums in respect
of Directors and Officers Liability Insurance
for Directors and Officers of the Company.
The liabilities insured are for damages and
legal costs that may be incurred in defending
civil or criminal proceedings that may be
brought against the Directors and Officers
in their capacity as Directors and Officers of
the Company to the extent permitted by the
Corporations Act 2001. The contract of insurance
prohibits disclosure of the nature of the liability
and the amount of the premium.
NON-AUDIT SERVICES
The Board of Directors, in accordance with
advice from the Audit Committee, is satisfied
that the provision of non-audit services
during the year is compatible with the general
standard of independence for Auditors
imposed by the Corporations Act 2001.
The Board and the Audit and Risk Committee
have considered the non-audit services
provided during the financial year by the
Auditor and are satisfied that the provision of
those non-audit services during the financial
year by the Auditor is compatible with, and did
not compromise, the Auditor’s independence
requirements of the Corporations Act 2001 for
the followings reasons:
(a) all non-audit services were subject to the
Corporate Governance procedures adopted by
the Group; and
(b) the non-audit services provided do not
undermine the general principles relating to
Auditor independence as set out in APES 110
Code of Ethics for Professional Accountants
including Independence Standards, as they did
not involve reviewing or auditing the Auditor’s
own work, acting in a management or decision-
making capacity for the Group, acting as an
advocate for the Group or jointly sharing risks
and rewards.
20
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
21
DIRECTORS REPORT CONT
DIRECTORS REPORT CONT
DIRECTORS REPORT CONT.
During the financial year the following fees were paid or payable for non-audit services provided by
the auditor of the parent entity, its related practices and non-related audit firms:
Other Services
Crowe Perth – accounting services
Crowe Perth – accounting services
Total remuneration for other services
Total remuneration for other services
8,300
8,300
-
-
30 June 2020 ($)
30 June 2019 ($)
INDEMNITY AND
INSURANCE OF AUDITOR
The Group has not, during or since the end
The Group has not, during or since the end
of the financial year, indemnified or agreed
of the financial year, indemnified or agreed
to indemnify the auditor of the Group or any
to indemnify the auditor of the Group or any
related entity against a liability incurred by
related entity against a liability incurred by
the auditor.
the auditor.
During the financial year, the Group has not
During the financial year, the Group has not
paid a premium in respect of a contract to
paid a premium in respect of a contract to
insure the auditor of the Group or any
insure the auditor of the Group or any
related entity.
related entity.
SHARES
SHARES
As at the date of this report there are
As at the date of this report there are
728,324,376 ordinary shares on issue.
728,324,376 ordinary shares on issue.
OPTIONS
All options granted confer a right of one ordinary share for every option held. The Group has the
following unlisted options on issue at 30 June 2020:
Grant Date
Type
Expiry Date
26/07/2019
Class A
05/02/2023
26/07/2019
Class B
25/07/2022
30/06/2020
NZSOA
25/07/2022
Total
Exercise
Price
Balance at end
of the year
Vested
and
exercisable
($)
0.06
0.0275
0.0275
Number
Number
100,000,002
100,000,002
30,000,000
30,000,000
60,643,934
60,643,934
190,643,936
190,643,936
AUDITOR’S INDEPENDENCE DECLARATION
The Auditor’s Independence Declaration as required under section 307C of the Corporations Act
2001 for the year ended 30 June 2020 has been received and can be found on page 25.
This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of
the Corporations Act 2001.
Signed on behalf of the Board of Directors.
Winton Willesee
Non-Executive Chairman
Perth, Western Australia, 28th August 2020
22
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
23
CORPORATE GOVERNANCE
The Board is responsible for the overall corporate governance of the
Group, and it recognises the need for the highest standards of ethical
behaviour and accountability. It is committed to administrating its
corporate governance structures to promote integrity and responsible
decision making.
The Group’s corporate governance structures, policies and procedures are described in its Corporate
Governance Statement which is available at the Group’s website at: https://nzcs.co/investors/#gov
24
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
AUDITOR’S INDEPENDENCE DECLARATION
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for
the audit of New Zealand Coastal Seafoods Ltd for the year ended 30 June 2020, 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
AUDITOR’S INDEPENDENCE DECLARATION
relation to the audit; and
(b) no contraventions of any applicable code of professional conduct in relation to the audit.
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for
the audit of New Zealand Coastal Seafoods Ltd for the year ended 30 June 2020, 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
Crowe Perth
(b) no contraventions of any applicable code of professional conduct in relation to the audit.
Sean McGurk
Partner
Crowe Perth
Signed at Perth, 28 August 2020
Sean McGurk
Partner
Signed at Perth, 28 August 2020
Findex (Aust) Pty Ltd, trading as Crowe Australasia is a member of Crowe Global, a Swiss verein. Each member firm of Crowe Global is a
separate and independent legal entity. Findex (Aust) Pty Ltd and its affiliates are not responsible or liable for any acts or omissions of Crowe
Global or any other member of Crowe Global. Crowe Global does not render any professional services and does not have an ownership or
partnership interest in Findex (Aust) Pty Ltd. Services are provided by Crowe Perth, an affiliate of Findex (Aust) Pty Ltd. Liability limited by a
scheme approved under Professional Standards Legislation. Liability limited other than for acts or omissions of financial services licensees.
© 2019 Findex (Aust) Pty Ltd
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
PAGE 21
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
25
Findex (Aust) Pty Ltd, trading as Crowe Australasia is a member of Crowe Global, a Swiss verein. Each member firm of Crowe Global is a
separate and independent legal entity. Findex (Aust) Pty Ltd and its affiliates are not responsible or liable for any acts or omissions of Crowe
Global or any other member of Crowe Global. Crowe Global does not render any professional services and does not have an ownership or
partnership interest in Findex (Aust) Pty Ltd. Services are provided by Crowe Perth, an affiliate of Findex (Aust) Pty Ltd. Liability limited by a
scheme approved under Professional Standards Legislation. Liability limited other than for acts or omissions of financial services licensees.
© 2019 Findex (Aust) Pty Ltd
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
PAGE 21
DIRECTORS REPORT CONT
DIRECTORS REPORT CONT
CONSOLIDATED STATEMENT OF PROFIT OR
LOSS AND OTHER COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
FOR THE YEAR ENDED 30 JUNE 2020
AS AT 30 JUNE 2020
CONTINUING OPERATIONS
Revenue
Other income
Cost of sales
Corporate and administration expenses
Depreciation and amortisation expenses
Finance expenses
Employee benefits expense
Listing expense
Share based payments expense
Foreign exchange losses
Other operating expenses
(LOSS) BEFORE INCOME TAX
Income tax benefit
CONSOLIDATED
Notes
30 June 2020
($)
30 June 2019
($)
4
5
2
6
1,513,665
13,900
(1,358,285)
(373,025)
(152,007)
(49,252)
(854,008)
(4,381,689)
(247,744)
(2,094)
(914,481)
(6,805,020)
-
1,367,844
3,466
(912,630)
(51,521)
(8,614)
(2,130)
(192,232)
-
-
-
(392,580)
(188,397)
-
(LOSS) AFTER INCOME TAX
(6,805,020)
(188,397)
Other comprehensive
income/(loss)
Items that may be reclassified
subsequently to profit or loss:
Exchange difference on translation of
foreign operations
-
(53,912)
-
-
Total comprehensive (loss) for the period
(6,858,932)
(188,397)
Basic loss per share (cents per share)
26
(1.37)
-
The Consolidated Statement of Profit or Loss and Other Comprehensive Income are to be read in
conjunction with the accompanying notes.
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Inventories
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Term deposit
Property, plant and equipment
Intangible assets
Right of use asset
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Borrowings
Lease liability
TOTAL CURRENT LIABILITIES
Lease liability
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS/(LIABILITIES)
EQUITY
Contributed Equity
Reserves
Accumulated Losses
TOTAL EQUITY
CONSOLIDATED
Notes
30 June 2020
($)
30 June 2019
($)
9
10
11
9
12
13
14
15
16
17
17
18
19
20
1,841,712
212,503
473,734
2,527,949
88,643
900,764
125,119
1,301,882
1,056
5,546
55,909
62,511
-
47,473
-
-
2,416,408
47,473
4,944,357
109,984
289,730
-
97,508
175,597
90,604
-
387,238
266,201
1,258,028
1,258,028
-
-
1,645,266
266,201
3,299,091
(156,217)
9,942,240
318,088
-
-
(6,961,237)
(156,217)
3,299,091
(156,217)
The Consolidated Statement of Financial Position is to be read in conjunction with the accompanying notes.
26
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
27
DIRECTORS REPORT CONT
DIRECTORS REPORT CONT
2019
Contributed
Equity ($)
Accumulated
Losses ($)
Share Based
Payments
Reserve ($)
Foreign
Currency
Translation
Reserve ($)
Balance at
1 July 2018
(Loss) for
the year
Balance at
30 June 2019
-
-
-
32,180
(188,397)
(156,217)
-
-
-
-
-
-
Total ($)
32,180
(188,397)
(156,217)
The Consolidated Statement of Changes in Equity is to be read in conjunction with the
accompanying notes.
CONSOLIDATED STATEMENT OF CHANGES
IN EQUITY FOR THE YEAR ENDED
30 JUNE 2020
2020
Contributed
Equity ($)
Accumulated
Losses ($)
Share
Based
Payments
Reserve ($)
Foreign
Currency
Translation
Reserve ($)
Total ($)
Balance at
1 July 2019
(Loss) for the year
Exchange Difference
Total comprehensive
(loss)
-
-
-
-
(156,217)
(6,805,020)
-
(6,805,020)
-
-
-
-
-
-
(156,217)
(6,805,020)
(53,912)
(53,912)
(53,912)
7,015,149)
Transactions with equity holders in their capacity as equity holders
Recognition of
shares in New Zealand
Coastal Seafoods
Ltd (formerly XTV
Networks Ltd) in
accordance with the
requirements of
reverse acquisition
accounting
Option reserve
recorded as part
of the reverse
acquisition
Shares issued to
Advisors
Shares Issued
pursuant to Offer
Shares issued pursuant
to Rights Issue
Shares issued to
acquire Kiwi Dreams
International
Limited
3,829,733
-
247,744
5,000,000
1,819,313
160,000
Share issue costs
(1,114,550)
-
-
-
-
-
-
-
-
372,000
-
-
-
-
-
-
-
-
-
-
-
-
3,829,733
372,000
247,744
5,000,000
1,819,313
160,000
(1,114,550)
Balance at
30 June 2020
9,942,240
(6,961,237)
372,000
(53,912)
3,299,091
28
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
29
DIRECTORS REPORT CONT
CONSOLIDATED STATEMENT OF CASH
FLOWS FOR THE YEAR ENDED
30 JUNE 2020 CONT.
CONSOLIDATED STATEMENT OF CASH
FLOWS FOR THE YEAR ENDED
30 JUNE 2020
CONSOLIDATED
Notes
30 June 2020
($)
30 June 2019
($)
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Other receipts
1,409,851
1,370,081
2,531
968
Payments to suppliers and employees
(4,380,854)
(1,455,422)
Tax paid
Interest paid
Net GST
Interest received
(31,689)
(10,095)
-
11,369
(3,853)
(1,511)
8,811
-
NET CASH USED IN OPERATING ACTIVITIES
21
(2,998,887)
(80,926)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment
(943,724)
(3,109)
Payments for security deposit
(88,643)
-
NET CASH USED IN INVESTING ACTIVITIES
(1,032,367)
(3,109)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Share issue costs
Proceeds from loan
Lease principal repayments
Repayment of borrowings
6,819,313
(742,550)
-
(95,110)
(119,423)
-
-
58,525
-
-
NET CASH PROVIDED BY FINANCING ACTIVITIES
5,862,230
58,525
Net increase/(decrease) in cash held
1,830,976
(25,510)
Cash and cash equivalents at beginning of financial year
Cash acquired on acquisition
1,056
9,680
26,566
-
Cash and cash equivalents at end of financial year
9
1,841,712
1,056
The Consolidated Statement of Cash Flows is to be read in conjunction with the accompanying notes.
30
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
31
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
(c)
Going Concern
The primary accounting policies adopted in the preparation of the Financial Statements are set out below. These
policies have been consistently applied to all years presented, unless otherwise stated.
(a)
General Information
New Zealand Coastal Seafoods Limited (Company) or (Entity) is a public Company limited by shares, incorporated
in Australia with operations in New Zealand. The Consolidated Financial Report of the Company as at and for
the year ended 30 June 2020 comprises the Company and its subsidiaries (together referred to as the
‘Consolidated Entity’ or ‘Group’).
The nature of the operations and principal activities of the Consolidated Entity are described in the Directors’
Report.
(b)
Basis of Preparation
The financial report is a general-purpose financial report which has been prepared in accordance with Australian
Accounting Standards and Interpretations issued by the Australian Accounting Standards Board and the
Corporations Act 2001. The Group is a for profit entity for the purpose of preparing the Financial Statements.
(i)
Compliance with IFRS
The Financial Statements of the Group also comply with International Financial Reporting Standards (IFRSs) and
interpretations adopted by the International Accounting Standard Board (IASB).
The Financial Statements were approved by the Board of Directors on 28th August 2019.
(ii)
Historical cost convention
The financial report has been prepared on an accrual basis and is based on historical costs modified by the
revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis
of accounting has been applied.
All amounts are presented in Australian dollars, unless otherwise noted.
(iii)
Comparatives
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in
presentation for the current financial year. The acquisition of NZCS Operations Ltd during the period has been
accounted for using the principles of AASB 2 Share-based Payment for reverse acquisitions and as such the
comparative figures reflect the previous financial position of NZCS Operations Ltd. Refer to Note 2 for further
details.
These financial statements have been prepared on the going concern basis, which contemplates the continuity
of normal business activities and the realisation of assets and settlement of liabilities in the normal course of
business.
For the year ended 30 June 2020, the Group incurred an operating cash outflow of $2,998,887 (2019: $80,926).
The total comprehensive loss for year ended 30 June 2020 was $6,858,932 (2019: $188,397).
The World Health Organisation declared a global health emergency relating to the spread of COVID-19 on 31
January 2020. The impact of the Coronavirus (COVID-19) pandemic is ongoing and while it has not had a material
financial impact on the Group up to 30 June 2020, it is not practicable to estimate the potential impact, positive
or negative, after the reporting date. The situation is rapidly developing and is dependent on measures imposed
by the Australian and New Zealand Governments as well as other countries in which the Group’s products are
traded, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic
stimulus that may be provided.
The foregoing conditions indicate the existence of a material uncertainty which may cast significant doubt over
the Group’s ability to continue as a going concern.
The Group’s forecasts and projections for the next twelve months take into account the current status,
operational changes and projected future trading performance which incorporates the successful execution of
the growth strategy outlined in the Group’s market announcements during the year.
The Group’s forecasts and projections are based on a limited trading history and include material revenue items
relating to new products and markets. In the directors’ opinion the inclusion of these material revenue items is
based on events that they reasonably expect to take place and actions that they reasonably expect to occur.
The forecasts and projections indicate that, in the directors’ opinion, the Group will be able to operate as a going
concern.
For the reasons outlined above, the timing and trading volumes and related operating cash flows may vary from
those forecasted by management. Should the timing of operating cash flows be significantly different to those
forecasted, the Group may need to seek alternative financing to enable it to settle its labilities as they fall due.
The Directors have historically been successful in obtaining financing through equity raises and are actively
managing the expenditure of the Group to ensure that cash is maintained whilst executing the growth strategy
and are confident that should the need arise, further funding can be raised through either debt or equity.
There are no assurances that the forecasted trading performance will be achieved or that additional funding will
be obtained and that the Group will succeed in its future operations. If the Group cannot successfully implement
its growth plan or raise additional capital, its liquidity, financial condition and business prospects will be
materially and adversely affected such that the Group may not be able to continue as a going concern
Should the Group be unable to continue as a going concern it may be required to realise its assets and discharge
its liabilities other than in the normal course of business and at amounts different to those stated in the financial
statements. The financial statements do not include any adjustments relating to the recoverability and
classification of assets carrying amount or the amount of liabilities that might result should the Group be unable
to continue as a going concern and meet its debts as and when they fall due.
32
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
33
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(d)
Impact of the adoption of new Accounting Standards
(e)
New Accounting Standards and Interpretations not yet mandatory or early adopted
The Group has adopted AASB16 Leases as of 1 July 2019 and there were no retrospective adjustments to prior
periods as there were no leases in existence as at that date.
The financial effect of the adoption of AASB16 on the current period Statement of Profit and Loss and Other
Comprehensive Income is as follows:
Increase in depreciation expense
Increase in finance costs
Reduction in operating (rental) expenses
Net increase (decrease) in profit
Right-of-use assets
CONSOLIDATED
30 June 2020
($)
(109,607)
(39,157)
94,360
(54,404)
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 Group 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 re-measurement of lease liabilities.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term
leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are
expensed to profit or loss as incurred.
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 Group’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.
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet
mandatory, have not been early adopted by the Group for the annual reporting period ended 30 June 2020. The
Group's assessment of the impact of these new or amended Accounting Standards and Interpretations, most
relevant to the Group, are set out below.
Conceptual Framework for Financial Reporting (Conceptual Framework)
The revised Conceptual Framework is applicable to annual reporting periods beginning on or after 1 January
2020 and early adoption is permitted. The Conceptual Framework contains new definition and recognition
criteria as well as new guidance on measurement that affects several Accounting Standards. Where the Group
has relied on the existing framework in determining its accounting policies for transactions, events or conditions
that are not otherwise dealt with under the Australian Accounting Standards, the Group may need to review
such policies under the revised framework. At this time, the application of the Conceptual Framework is not
expected to have a material impact on the Group's financial statements.
(f)
Significant Accounting Judgments, Estimates and Assumptions
The preparation of the Financial Statements requires Management to make judgments, estimates and
assumptions that affect the reported amounts in the Financial Statements. Management continually evaluates
its judgments and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses.
Management bases its judgments and estimates on historical experience and on other various factors it believes
to be reasonable under the circumstances, the result of which form the basis of the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future
periods affected.
Information about significant areas of estimation uncertainty and critical judgments in applying accounting
policies that have the most significant effect on the amount recognised in the Financial Statements are outlined
below:
(i)
Share based payments
The Group measures the cost of equity settled transactions with employees by reference to the fair value of
equity instruments at the date at which they are granted. The fair value is determined using a Black-Scholes
option pricing model, inputs used in valuing share-based payments, including options, are estimates.
(ii) Depreciation methods and useful life of Property, Plant and Equipment
The depreciation method used, and the useful life of the Group’s Property, Plant and Equipment inherently
results in the amount of depreciation of such assets being an estimate. Refer to Note 1(r) for disclosure of the
depreciation methods employed and the useful lives of the assets.
(iii) Coronavirus (COVID-19) pandemic
Judgement has been exercised in considering the impact that the Coronavirus (COVID-19) pandemic has had, or
may have, on the Group based on known information. This consideration extends to the nature of the products
and services offered, customers, supply chain, staffing and geographic regions in which the Group operates.
Other than as addressed in specific notes, there does not currently appear to be either any significant impact
upon the financial statements or any significant uncertainties with respect to events or conditions which may
impact the Group unfavourably as at the reporting date or subsequently as a result of the Coronavirus (COVID-
19) pandemic.
34
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
35
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(iv) Revenue with contracts with customers involving sale of goods
Subsidiaries
When recognising revenue in relation to the sale of goods to customers, the key performance obligation of the
Group is considered to be the point of delivery of the goods to the customer, as this is deemed to be the time
that the customer obtains control of the promised goods and therefore the benefits of unimpeded access.
(v)
Provision for impairment of inventories
The provision for impairment of inventories assessment requires a degree of estimation and judgement. The
level of the provision is assessed by taking into account the recent sales experience, the ageing of inventories
and other factors that affect inventory obsolescence.
(vi) Goodwill and other indefinite life intangible assets
The Group 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. 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.
(vii) Lease Term
The lease term is a significant component in the measurement of both the right-of-use asset and lease liability.
Judgement is exercised in determining whether there is reasonable certainty that an option to extend the lease
or purchase the underlying asset will be exercised, or an option to terminate the lease will not be exercised,
when ascertaining the periods to be included in the lease term. In determining the lease term, all facts and
circumstances that create an economical incentive to exercise an extension option, or not to exercise a
termination option, are considered at the lease commencement date. Factors considered may include the
importance of the asset to the Group's operations; comparison of terms and conditions to prevailing market
rates; incurrence of significant penalties; existence of significant leasehold improvements; and the costs and
disruption to replace the asset. The Group reassesses whether it is reasonably certain to exercise an extension
option, or not exercise a termination option, if there is a significant event or significant change in circumstances.
(viii) Incremental Borrowing Rate
Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is
estimated to discount future lease payments to measure the present value of the lease liability at the lease
commencement date. Such a rate is based on what the Group estimates it would have to pay a third party to
borrow the funds necessary to obtain an asset of a similar value to the right-of-use asset, with similar terms,
security and economic environment.
(g)
Principles of Consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of New Zealand
Coastal Seafoods Limited ('company' or 'parent entity') as at 30 June 2020 and the results of all subsidiaries for
the year then ended. New Zealand Coastal Seafoods Limited 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.
Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated
entity are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the
impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to
ensure consistency with the policies adopted by the consolidated entity.
(h)
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 Group assesses the financial assets acquired and liabilities assumed for
appropriate classification and designation in accordance with the contractual terms, economic conditions, the
Group's operating or accounting policies and other pertinent conditions in existence at the acquisition-date.
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.
(i)
Goodwill
Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually
for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired and
is carried at cost less accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss
and are not subsequently reversed.
(j)
Foreign Currency translation
Functional and presentation currency
Items included in the Financial Statements of each of the Group entities are measured using the currency of the
primary economic environment in which the Entity operates (‘the functional currency’). The Consolidated
Financial Statements are presented in Australian dollars (A$), which is the Group’s functional and presentation
currency.
36
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
37
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The functional currency of the subsidiaries of the parent entity that are incorporated in New Zealand is the New
Zealand Dollar (NZD$).
Government grants relating to costs are deferred and recognised in the profit or loss over the period necessary
to match them with the costs that they are intended to compensate.
Foreign currency transactions and balances
(m)
Income Tax Expenses or Benefit
Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates
ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are
retranslated at the rate of exchange ruling at the reporting date.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rate as at the date of the initial transaction. Non-monetary items measured at fair value in a foreign
currency are translated using the exchange rates at the date when the fair value was determined.
Translation of Foreign Operations
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rate at
the reporting date.
The Statement of Profit or Loss and Other Comprehensive Income is translated at the average exchange rates
for the year.
The exchange differences arising on the translation are taken directly to a separate component of equity. On
disposal of the foreign entity, the deferred cumulative amount recognised in equity relating to that foreign
operation will be recognised in the Statement of Profit or Loss and Other Comprehensive Income.
The income tax expense for the year comprises current and deferred tax. Income tax is recognised in the profit
or loss, except to the extent that it relates to items recognised directly in equity or in other comprehensive
income.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or
substantially enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided using the balance sheet liability method, providing for temporary differences between
the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation
purposes. The following temporary differences are not provided for: the initial recognition of assets or liabilities
that affect neither accounting nor taxable profit and differences relating to investments in subsidiaries to the
extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is
based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using
tax rates enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available
against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable
that the related tax benefit will be realised.
(k)
Revenue recognition
(n)
Cash and cash equivalents
Revenue is recognised at an amount that reflects the consideration to which the consolidated entity is expected
to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer,
the consolidated entity: identifies the contract with a customer; identifies the performance obligations in the
contract; determines the transaction price which takes into account estimates of variable consideration and the
time value of money; allocates the transaction price to the separate performance obligations on the basis of the
relative stand-alone selling price of each distinct good or service to be delivered; and recognises revenue when
or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods
or services promised.
Revenue from the sale of goods is recognised at the point in time when the customer accepts liability and obtains
control of the goods, which is dependent on the specific contractual terms of sale with the customer.
(l)
Other income
Interest Income
Interest income is recognised using the effective interest method. The effective interest method uses the
effective interest rate which is the rate that exactly discounts the estimated future cash receipts over the
expected life of the financial asset.
Government Grants
Grants from the government are recognised at their fair value where there is a reasonable assurance that the
grant will be received, and the group will comply with all attached conditions. Government grants relating to
the purchase of property, plant and equipment are included in non-current liabilities as deferred income and
are credited to profit or loss on a straight-line basis over the expected lives of the related assets.
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand,
deposits held at call with financial institutions, other short-term, highly liquid investments with original
maturities of three months or less that are readily convertible to known amounts of cash and which are subject
to an insignificant risk of changes in value. Bank overdrafts are shown within borrowings in current liabilities in
the Statement of Financial Position.
(o)
Inventories
Inventories are valued at the lower of cost and net realisable value. Net realisable value is the estimate of the
selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.
Cost comprises all the costs of purchases, cost of conversion and other costs incurred in bringing the inventories
to their present location and condition.
(p)
Trade and Other Receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the
effective interest method, less any provision for impairment. Trade receivables are generally due for settlement
within 30 days. Collectability of trade receivables is reviewed on an ongoing basis. The Group applies the AASB
9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all
trade receivables. Customers with heightened credit risk are provided for specifically based on historical default
rates and forward-looking information. Trade receivables are written off when there is no reasonable
expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others,
the failure of a debtor to engage in a repayment plan with the Group. Other receivables are recognised at
amortised cost, less any provision for impairment.
38
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
39
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(q)
Financial Assets
Classification
All the Group’s financial assets are classified in the category of “Trade and other receivables”. Management
determines the classification of financial assets at initial recognition. The Group does not currently hold any
other financial assets.
Measurement
Loans and receivables are non‑derivative financial assets with fixed or determinable payments that are not
quoted in an active market. They are included in current assets, except for those with maturities greater than
12 months after the reporting period which are classified as non‑current assets.
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the
effective interest rate method, less provision for impairment. The fair value of trade receivables and payables is
their nominal value less estimated credit adjustments.
(r)
Property, Plant and Equipment
Items of property, plant and equipment are initially recorded at historical cost less accumulated depreciation.
Depreciation is calculated on the straight-line method to write off the cost of the assets to their residual values
over their estimated useful life.
The annual rates used for this purpose, which are consistent with those used in previous years, are as follows:
Improvements to premises
Plant and equipment
Furniture and fittings
10%
10-40%
50%
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that the future economic benefits associated with the item will flow to the Group and
the cost can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs
and maintenance are charged to the Statement of Profit or Loss and Other Comprehensive Income during the
financial year in which they are incurred.
The asset’s residual values and useful lives are reviewed, and adjusted if appropriate, at each statement of
financial position date. An asset’s carrying amount is written down immediately to its recoverable amount if the
asset’s carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included
in the income statement. When revalued assets are sold, the amounts included in other reserves are transferred
to retained earnings.
(s)
Trade and Other Payables
Liabilities are recognised for amounts to be paid in the future for goods or services received prior to the end of
the period, whether or not billed to the Group before reporting date. Trade accounts payable are normally
settled within 60 days.
Financial liabilities are initially measured at their fair value and subsequently measured at amortised cost using
the effective interest rate method.
Financial liabilities are derecognised if the Group’s obligations specified in the contract expire or are discharged
or cancelled.
(t)
Borrowings
Borrowings are recognised initially at the proceeds received net of issue costs incurred. In subsequent periods,
borrowings are stated at amortised cost using the effective yield method. Any difference between proceeds (net
of issue costs) and the redemption value is recognised in the Statement of Profit or Loss and Other
Comprehensive Income over the period of the borrowings using the effective yield method.
(u)
Employee Benefits
Short term Employee Benefit Obligations
Liabilities for wages and salaries, including non-monetary benefits and accumulating annual leave that are
expected to be settled wholly within 12 months after the end of the period in which the employees render the
related service are recognised in respect of employees’ service up to the end of the reporting period and are
measured at the amounts expected to be paid when the liabilities are settled. All other short-term employee
benefit obligations are presented as payables.
Termination Benefits
Termination benefits are payable when employment is terminated by the Group before the normal retirement
date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Group recognised
termination benefits at the earlier of the following dates:
(a) when the Group can no longer withdraw the offer of those benefits; and
(b) when the Entity recognised costs for a restructuring that is within the scope of AASB 137 and involves the
payment of terminations benefits.
In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based
on the number of employees expected to accept the offer. Benefits falling due more than 12 months after the
end of the reporting period are discounted to present value.
(v)
Share-based payments
Share-based payments which have been granted to employees comprise of shares, share rights and share
options.
Shares
The value of shares granted and issued to key management personnel in a year is recognised as an employee
benefit expense with a corresponding increase in equity (share capital). The value of shares granted and vested
to key management personnel in one year, which will be issued in a future year are recognised as an employee
benefit expense with a corresponding increase in equity (share capital reserve). Upon issuing of the shares, the
value in the share capital reserve will be transferred to share capital.
The value of shares granted and in the process of vesting to key management personnel are recognised as an
employee benefit expense with a corresponding increase in equity (share based payments reserve). Upon
vesting and subsequent issue of the shares, the value in the share-based payments reserve will be transferred
to share capital.
40
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
41
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The basis for the value recognised for each share is the price at the time when the terms of the grant are agreed
between the Group and the counter party.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Share rights
The value of share rights granted to key management personnel in a year is recognised as an employee benefit
expense with a corresponding increase in equity (share based payments reserve).
In the year in which the share rights become vested, the value of share rights which have vested will be
recognised in share capital reserve.
(x)
Contributed Equity
Ordinary shares are classified as equity.
Costs directly attributable to the issue of new shares or options are shown as a deduction from the equity
proceeds, net of any income tax benefit. Costs directly attributable to the issue of new shares or options
associated with the acquisition of a business are included as part of the purchase consideration.
Upon issue of the related shares, the value in the share capital reserve is transferred to share capital.
(y)
Earnings or Loss per share
The basis for the value recognised for each share right is the price at the time when the terms of the grant are
agreed between the Group and the counter party.
Basic earnings or loss per share are calculated by dividing the net profit or loss attributable to members of the
Parent Entity for the reporting period by the weighted average number of ordinary shares of the Group.
Share options
(z)
Fair Value
The fair value of options granted to employees (including Key Management Personnel) is recognised as an
employee benefit expense with a corresponding increase in equity (share-based payments reserve). The fair
value is measured at grant date and recognised over the period during which the employees become
unconditionally entitled to the options. The fair value at grant date is determined using a Black-Scholes option
pricing model that takes into account the exercise price, the term of the option, the vesting and performance
criteria, the impact of dilution, the non-tradable nature of the option, the share price at grant date and expected
price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term
of the option.
The fair value of the options granted excludes the impact of any non-market vesting conditions (for example,
profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the
number of options that are expected to become exercisable. At each reporting date, the Entity revises its
estimate of the number of options that are expected to become exercisable. The employee benefit expense
recognised in each period takes into account the most recent estimate.
This estimate also requires determination of the most appropriate inputs to the valuation model including the
expected life of the share option, volatility and dividend yield and making assumptions about them.
(w) Share-based Payment Transactions for the acquisition of goods and services
Share-based payment arrangements in which the Group receives goods or services as consideration for its own
equity instruments are accounted for as equity-settled share-based payment transactions. The Group measures
the value of equity instruments granted at the fair value of the goods and services received, unless that fair value
cannot be measured reliably.
If the fair value of the goods or services received cannot be reliably measured, the transaction is measured by
the by reference to the fair value of the instruments granted.
The fair values of financial assets and liabilities are determined in accordance with generally accepted pricing
models based on estimated future cash flow. There are currently no assets and liabilities which require fair
valuing under the measurement hierarchy. Due to their short-term nature, the carrying amounts of the current
receivables and current payables are assumed to approximate their fair value.
(aa)
Goods and Services Tax
Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except where
the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the GST is
recognised as part of the cost of acquisition of the asset or as part of the expense.
Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from,
or payable to, the Australian Taxation Office is included as a current asset or liability in the statement of financial
position.
Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows
arising from investing and financing activities which are recoverable from, or payable to, the Australian Taxation
Office are classified as operating cash flows.
(bb)
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 Group'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 Group'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.
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
PAGE 36
42
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
43
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(cc)
Impairment of non-financial assets
2.
REVERSE ACQUISITION
Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are
tested annually for impairment, or more frequently if events or changes in circumstances indicate that they
might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for
the amount by which the asset's carrying amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-
use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate
specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent
cash flows are grouped together to form a cash-generating unit.
On 25 July 2019, the Group acquired 100% of the issued capital of NZCS Operations Ltd. The acquisition has
been accounted for using the principles for reverse acquisitions in AASB 3 Business Combinations because, as a
result of the acquisition, the former shareholders of NZCS Operations Ltd (the legal subsidiary) obtained
accounting control of New Zealand Coastal Seafoods Ltd (formerly XTV Networks Ltd) (the legal parent).
However, the transaction did not meet the definition of a business combination under AASB 3 Business
Combinations as the accounting acquiree, New Zealand Coastal Seafoods Ltd (formerly XTV Networks Ltd) was
deemed not to be a business for accounting purposes. Instead, the acquisition has been accounted for as a
share-based payment transaction using the principles in AASB 2 Share-based Payment.
Accordingly, the 30 June 2020 consolidated financial statements of New Zealand Coastal Seafoods Ltd (formerly
XTV Networks Ltd) have been prepared as a continuation of the financial statements of NZCS Operations Limited.
The comparative figures also present a continuation of NZCS Operations Ltd and will therefore not reconcile to
the previous New Zealand Coastal Seafoods Ltd (formerly XTV Networks Ltd) financial statements for the year
ended 30 June 2019.
NZCS Operations Ltd is deemed to make a share-based payment to acquire the existing shareholders' interest in
the net assets of New Zealand Coastal Seafoods Pty Limited (formerly XTV Networks Ltd). The value of the NZCS
Operations Ltd shares cannot be reliably determined as no active market exists at the time of acquisition.
Therefore, the value of the NZCS Operations Ltd shares deemed to be issued, has been determined by reference
to the fair value of the New Zealand Coastal Seafoods Limited (formerly XTV Networks Ltd) assets acquired.
As the shares of New Zealand Coastal Seafoods Limited (formerly XTV Networks Ltd) were not being traded at
the time of the acquisition (the shares were suspended pending the outcome of the transaction) there was no
active market for those shares. Accordingly, the fair value of the shares was determined as $0.025 per share,
this being the price at which the New Zealand Coastal Seafoods Limited (formerly XTV Networks Ltd) shares had
been issued pursuant to the Prospectus, which was the last transaction for the New Zealand Coastal Seafoods
Limited (formerly XTV Networks Ltd) shares immediately prior to the acquisition.
Listing expense is calculated as the difference between the fair value of consideration transferred less the
identified fair value of the net assets of the legal parent, being New Zealand Coastal Seafoods Limited (formerly
XTV Networks Ltd). Details of the transaction are as follows:
Fair value of consideration transferred
Fair value of assets and liabilities held at acquisition date:
Cash and cash equivalents
Prepayments
Trade payables
Borrowings
Identifiable assets and liabilities assumed
Listing expense
FAIR VALUE
$
3,829,733
9,680
51,869
(564,225)
(49,280)
(551,956)
4,381,689
44
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
45
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3.
SEGMENT INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The Directors have considered the requirements of AASB 8 – Operating segments. Operating segments are
identified, and segment information disclosed on the basis of internal reports that are regularly provided to, or
reviewed by, the Group’s chief operating decision maker, which is the Board of Directors. In this regard, such
information is provided using similar measures to those used in preparing the consolidated statement of profit
or loss and other comprehensive income, consolidated statement of financial position and consolidated
statement of cash flows.
One segment is identified, being the processing, distribution and export of premium seafood products in New
Zealand.
The operation of the parent company New Zealand Coastal Seafoods Limited is considered to be part of the
segment as its sole purpose is to provide financial, operational and strategic support to subsidiary entities.
4.
REVENUE
Sale of products
5.
OTHER INCOME
Interest income
Other income
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
1,513,665
1,513,665
1,367,844
1,367,844
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
11,369
2,531
13,900
-
3,466
3,466
6.
INCOME TAX
CONSOLIDATED
30 June 2020 ($)
30 June 2019($)
The reconciliation between tax expense and the prima facie tax on the
Group’s accounting loss before income tax is as follows:
Accounting (loss) before income tax
(6,805,020)
(188,397)
Pre-acquisition losses
Accounting (loss) for the purposes of tax
Income tax benefit calculated at the Group's statutory income tax rate
of 30% (2019: 28%)
Tax effect of non-deductible listing expenses
Tax effect of deductible amounts recognised in equity
Tax losses not brought to account
Income tax benefit
(132,975)
(6,937,995)
2,081,399
(1,436,648)
91,064
(735,815)
-
-
(188,397)
57,251
-
-
(57,251)
-
The total tax benefit of tax losses not brought to account is estimated at $735,815 (2019: $57,251). This includes
the tax benefit of tax losses from foreign domiciled subsidiaries of $449,282.
The benefit for tax losses will only be obtained if:
(a)
the Group derives future assessable income of a nature and an amount sufficient to enable the benefit from
the deductions for the losses to be realised;
(b)
the Group continues to comply with the conditions for deductibility imposed by Law; and
(c) no changes in tax legislation adversely affect the ability of the Group to realise these benefits.
7.
FINANCIAL RISK MANAGEMENT
i. Overview
The financial risks arising from the Group’s operations comprise market, liquidity and credit risk. These risks
arise in the normal course of business, and the Group manages its exposure to them in accordance with the
Group’s portfolio risk management strategy.
The objective of the strategy is to support the delivery of the Group’s financial targets while protecting its future
financial security and flexibility by taking advantage of the natural diversification provided by the scale, diversity
and flexibility of the Group’s operations and activities.
This note presents information about the Group's exposure to each of the above risks, their objectives, policies
and processes for measuring risk and the management of capital.
The Group's Risk Management Framework is supported by the Board. The whole Board is responsible for
approving and reviewing the Group's Risk Management Strategy and Policy. Management is responsible for
monitoring appropriate processes for identifying, monitoring and managing significant business risks faced by
the Group and considering the effectiveness of its internal control system.
The Board has established an overall Risk Management Policy which sets out the Group’s system of risk
oversight, management of material business risks and internal control.
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
PAGE 40
46
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
47
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The Group holds the following financial instruments:
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
Trade receivables
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
Existing customers with no defaults in the past, within terms
113,389
5,546
Counterparties without external credit rating, past due and impaired
Financial assets
Cash and cash equivalents
Trade and other receivables
Financial Liabilities
Trade and other payables
Borrowings
1,841,712
212,503
2,054,215
289,730
-
289,730
1,056
5,546
6,602
175,597
90,604
266,201
Gross Value
Doubtful Debt Provision
Net Value
Cash at bank and on deposit
Cash at bank and on hand
Cash on deposit at call
-
-
-
-
-
-
113,389
5,546
100,855
1,740,857
1,841,712
1,056
-
1,056
ii. Financial Risk Management Objectives
The overall financial Risk Management Strategy focuses on the unpredictability of the finance markets and seeks
to minimise the potential adverse effects on financial performance and protect future financial security.
iv.Liquidity Risk
iii. Credit Risk
Credit risk is the risk of the financial loss to the Group if counterparty to a financial instrument fails to meet its
contractual obligations and the risk arises principally from the Group's cash and cash equivalents, deposits with
banks and financial institutions, and receivables.
Cash at bank is placed with reliable financial institutions. For banks and financial institutions, the Group banks
only with financial institution with high quality standing or rating.
The Group applies the AASB 9 simplified approach to measuring expected credit losses which uses a lifetime
expected loss allowance for all trade receivables. To measure the expected credit losses, trade receivables have
been grouped based on shared risk characteristics and the days past due. Trade receivables are written off when
there is no reasonable expectation of recovery. Impairment losses on trade receivables are presented as net
impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited
against the same line item.
The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group’s
maximum exposure to credit risk at the reporting date was:
Liquidity risk arises from the financial liabilities of the Group and the Group’s subsequent ability to meet their
obligations to repay their financial liabilities as and when they fall due.
Ultimate responsibility for Liquidity Risk Management rests with the Board of Directors. The Board has
determined an appropriate Liquidity Risk Management Framework for the management of the Group’s short,
medium and long-term funding and liquidity management requirements. The Group manages liquidity risk by
maintaining adequate reserves and continuously monitoring budgeted and actual cash flows and matching the
maturity profiles of financial assets, expenditure commitments and liabilities.
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months
equal their carrying amounts as the impact of the discounting is not significant.
Contractual maturities of
financial liabilities
Less than
6 months ($)
6 – 12
months ($)
More than 12
months ($)
Total ($)
Carrying
Amount ($)
Group - at 30 June 2020
Trade payables
Borrowings
Total
Group - at 30 June 2019
Trade payables
Borrowings
Total
254,503
-
254,503
94,530
90,604
185,134
-
-
-
-
254,503
254,503
-
-
254,503
254,503
94,530
90,604
94,530
90,604
185,134
185,134
-
-
-
-
48
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
49
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
v. Market Risk
Market risk is the risk that changes in market prices, such as foreign exchange rates may affect the Group’s
income or the value of its holdings of financial instruments. The objective of Market Risk Management is to
manage and control market risk exposures within acceptable parameters, while optimising return.
vi. Foreign Exchange Risk
The Group is exposed to currency risk on financial assets or liabilities that are denominated in a currency other
than the respective functional currencies of the Group's, the Australian Dollar (AUD) for Parent Entity and the
New Zealand Dollar (NZD) for the subsidiaries of Consolidated Entity.
The Parent Entity which has a functional currency of Australian Dollars has no exposure to foreign exchange risk
as there are no financial assets or liabilities denominated in a foreign currency (30 June 2019: nil). The
subsidiaries of the of the Parent Entity, which have a functional currency of the New Zealand Dollar (NZD) have
no exposure to foreign exchange risk as there are no financial assets or liabilities denominated in a foreign
currency (30 June 2019: nil).
vii. Interest Rate Risk
The Group’s exposure to interest rates primarily relates to the Group’s cash and cash equivalents.
Whilst the Group has interest-bearing cash balances of $1,841,712, its income and operating cash flows are
substantially independent of changes in market interest rates. The Group has no interest-bearing liabilities and
as such does not actively manage exposure to interest rate risk.
Profile
30 June 2020
Cash and cash equivalents
Borrowings
30 June 2019
Weighted Average
Effective Interest Rate
Cash Available
for use
Borrowings Payable
on Demand
Total
1%
-
1,841,712
-
-
-
1,841,712
-
Weighted Average
Effective Interest Rate
Cash Available
for use
Borrowings Payable
on Demand
Total
Cash and cash equivalents
Borrowings ¹
1%
0%
1,056
-
-
1,056
90,604
90,604
Up to the end of the reporting period, the Group did not have any hedging policy with respect to interest rate
risk as exposure to such risk was not deemed to be significant by the directors since these assets are of a short-
term nature. Management considers the potential impact on profit or loss of a defined interest rate shift that is
reasonably probable at the end of the reporting period to be immaterial.
¹ These borrowings were a loan from New Zealand Coastal Seafoods Limited to NZCS Operations Limited prior
to the acquisition transaction that was effected on 26 July 2019.
Cash Flow Sensitivity Analysis for Variable Rate Instruments
At the reporting date, the interest rate profile of the Group’s and the Entity’s interest-bearing financial
instruments are:
The Board’s assessment of a reasonably possible change in interest rates relating to the Company’s Cash and
Cash equivalents and borrowings is disclosed in the table below
Variable Rate Instruments
Cash and deposits
Borrowings
At 30 June 2020, the Group had cash balances of $1,841,712 as follows:
Cash at bank and on hand
Cash at bank and on hand *
Cash on deposit at call
*AUD equivalent values of cash denominated in NZD.
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
1,841,712
-
1,841,712
1,056
(90,604)
(89,548)
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
24,779
76,076
1,740,857
1,841,712
-
1,056
-
1,056
Cash and cash equivalents
Borrowings
Number of basis points
25
100
Management considers the potential impact on profit or loss of a reasonably possible change in interest rates
at the end of the reporting period to be immaterial based on the current amounts of cash and cash equivalents
and applicable interest rates.
8.
CAPITAL MANAGEMENT
When managing capital, the Board’s objective is to ensure the Group continues as a going concern as well as to
maintain optimal returns to Shareholders and benefits for other Stakeholders. The Board also aims to maintain
a capital structure that ensures the lowest cost of capital available to the Group.
The Board is constantly adjusting the capital structure to take advantage of favourable costs of capital or high
return on assets. As the market is constantly changing Management may issue new shares, sell assets to reduce
debt.
The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of
borrowings and the advantages and security afforded by a sound capital position although there is no formal
policy regarding gearing levels whilst this position has not changed.
50
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
51
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The Group has no formal financing and gearing policy or criteria during the year having regard to the early status
of its development and low level of activity. This position has not changed from the previous year.
12.
PROPERTY, PLANT AND EQUIPMENT
9.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents included in the Consolidated Statement of Cash Flows comprise the following
Consolidated Statement of Financial Position amounts:
Cash at Bank and on hand
Cash deposits
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
100,855
1,740,857
1,841,712
1,056
-
1,056
Refer to Note 7 Financial Risk Management for risk exposure analysis for Cash and cash equivalents.
At 30 June 2020, the Group has a security deposit of $88,643 (2019: nil) relating to the Company's lease with
Christchurch International Airport (CIAL) which requires a Bank Guarantee. BNZ has issued this for CIAL, securing
with the Term Deposit.
10.
TRADE AND OTHER RECEIVABLES
Trade receivables
Provision for non-recovery
Net Trade receivables
Other debtors
GST Receivable
Prepayments
11.
INVENTORIES
Raw Materials
Work in progress
Finished goods
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
113,389
-
113,389
37,045
47,982
14,087
212,503
5,546
-
5,546
-
-
-
5,546
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
214,651
11,285
247,798
473,734
32,043
2,433
21,033
55,509
Improvements to premises – at cost
Accumulated depreciation
Plant and equipment – at cost
Accumulated depreciation
Furniture and equipment
Accumulated depreciation
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
682,561
(17,001)
665,560
214,548
(21,184)
193,364
50,502
(8,662)
41,840
900,764
19,482
(3,788)
15,694
37,198
(9,711)
27,487
5,368
(1,076)
4,292
47,473
Year ended 30 June 2020
Balance at 1 July 2019, net of
accumulated depreciation
Additions
Disposals/Write off
Depreciation expense
Foreign currency translation
Balance at 30 June 2020, net of
accumulated depreciation
Year ended 30 June 2019
Balance at 1 July 2018, net of
accumulated depreciation
Additions
Disposals/Write off
Depreciation expense
Balance at 30 June 2019, net of
accumulated depreciation
Improvements to
premises
Plant and
equipment
Furniture and
equipment
Total
15,694
27,487
4,292
47,473
692,132
(14,320)
(18,435)
(9,511)
196,022
(10,986)
(16,259)
(2,900)
45,890
934,044
-
(25,306)
(7,706)
(42,400)
(636)
(13,047)
665,560
193,364
41,840
900,764
Improvements to
premises
Plant and
equipment
Furniture and
equipment
Total
16,460
37,128
916
54,504
950
-
(1,716)
15,694
10,010
(13,211)
(6,440)
27,487
3,834
14,794
-
(13,211)
(458)
(8,614)
4,292
47,473
52
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
53
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
13.
INTANGIBLE ASSETS
15.
PAYABLES
Goodwill on consolidation
Accumulated impairment
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
125,119
-
125,119
-
-
-
The Group acquired Kiwi Dreams on 6 April 2020 and the acquisition price incorporates goodwill on
consolidation.
Fair value of consideration paid
Fair value of assets and liabilities held at acquisition date:
Cash and cash equivalents
Trade and other receivables
Inventories
Trade payables
Identifiable assets and liabilities assumed
Goodwill on consolidation
FAIR VALUE
$
153,333
23,761
141,315
38,132
(174,994)
28,214
125,119
14.
RIGHT OF USE ASSETS
Leased premises
Accumulated depreciation
Motor vehicles
Accumulated depreciation
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
1,358,254
(94,323)
1,263,931
51,721
(13,770)
37,951
1,301,882
-
-
-
The Group signed a lease for a new factory commencing in September 2019 for a period of 6 years with a 6 year
right of renewal. The lease had an initial rent-free period until January 2020. The Group also has two vehicle
leases covering a period of 36 months. Refer Note 17 Lease Liabilities.
Trade payables
Accrued expenses
GST Payable
Loans from shareholders
16.
INTEREST-BEARING LOANS AND BORROWINGS
Loan from New Zealand Coastal Seafoods Limited. Refer note 7.
17.
LEASE LIABILITIES
Lease liabilities - current
Lease liabilities – non-current
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
254,503
35,227
-
-
94,530
23,609
28,559
28,899
289,730
175,597
CONSOLIDATED
30 June 2020($)
30 June 2019 ($)
-
-
90,604
90,604
CONSOLIDATED
30 June 2020 ($)
30 June 2019($)
97,508
1,258,028
1,355,536
-
-
-
The Group signed a lease for a new factory commencing in September 2019 for a period of 6 years with a 6 year
right of renewal. The lease had an initial rent-free period until January 2020. The Group also has two vehicle
leases covering a period of 36 months. Refer Note 14 Right of Use Assets.
18.
CONTRIBUTED EQUITY
2020 (Shares)
2019 (Shares)
2020 ($)
2019 ($)
CONSOLIDATED
Ordinary Shares
Total Share Capital
727,725,336
727,725,336
-
-
9,942,240
9,942,240
-
-
54
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
55
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
20.
ACCUMULATED PROFIT/(LOSS)
Accumulated (loss) at the beginning of the year
Comprehensive (loss) attributable to shareholders
Accumulated (loss) at the end of the year
21.
CASH FLOW INFORMATION
Reconciliation of cash flow from operating activities with the
loss from continuing operations after income tax:
Non-cash flows in profit from ordinary activities
Net (Loss) after Income Tax
Non-cash listing expenses
Depreciation & amortisation
Changes in assets & liabilities
(Increase)/Decrease in trade and other receivables
(Increase)/Decrease in inventories
Increase/(Decrease) in trade and other payables
Increase/(Decrease) arising from exchange rate movements
Cash flow used in Operating Activities
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
(156,217)
(6,805,020)
(6,961,237)
32,180
(188,397)
(156,217)
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
(6,805,020)
(188,397)
4,077,477
152,007
(206,957)
(417,825)
142,954
58,477
(2,998,887)
-
8,614
627
(39,518)
136,917
831
(80,926)
(a)
Movements of share capital during the period
Date
Details
No of shares
Issue price($)
Opening Balance as at 1 July 2019
26/07/2019
Existing New Zealand Coastal Seafoods Ltd
(formerly XTV Networks Ltd) at date of acquisition
26/07/2019
Recognition of shares in New Zealand Coastal
Seafoods Ltd (formerly XTV Networks Ltd)
in
accordance with the requirements of reverse
acquisition accounting
-
153,189,318
166,694,937
-
-
$
-
-
3,829,733
26/07/2019
Shares issued pursuant to prospectus
200,000,000
0.025
5,000,000
26/07/2019
Shares issued to advisors
9,909,747
0.025
247,744
06/04/2020
Shares issued for the acquisition of Kiwi Dreams
International Limited
16,000,000
0.025
160,000
30/06/2020
Shares issued pursuant to Rights Issue
181,931,334
0.01
1,819,313
06/04/2020
Cost of Share Issue
Balance as at 30 June 2020
727,725,336
(1,114,550)
9,942,240
Ordinary Shares
The holder of Ordinary Shares is entitled to participate in dividends and the proceeds on winding up of the Group
in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary
shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to
one vote. Ordinary Shares have no par value and the Group does not have a limited amount of authorised capital.
19.
RESERVES
Balance at 30 June 2019
Option reserve recorded as part of the reverse
acquisition
CONSOLIDATED
Share Based
Payments
Reserve ($)
Foreign Currency
Translation Reserve
($)
-
372,000
-
-
Total ($)
-
372,000
Foreign exchange movement
Balance at 30 June 2020
-
(53,912)
(53,912)
372,000
(53,912)
318,088
(a)
Share-based payments Reserve
The share-based payments reserve represents the value of the 100,000,002 options in existence at the time of
the reverse acquisition on 26 July 2019 and 30,000,000 Lead Manger options issued on 29 July 2019.
(b)
Foreign Currency Reserve
The foreign currency reserve records foreign currency differences arising from the translation of Financial
information of the Group’s New Zealand subsidiaries which have a functional currency of the New Zealand
Dollar.
56
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
57
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
22.
INTERESTS IN OTHER ENTITIES
25.
COMMITMENTS
Ownership Interest held
by the Group
The Group has a Lease Agreement in respect of premises in Christchurch, New Zealand. The Group has 2 motor
vehicle non-cancellable operating leases. Refer to Note 17 for details of the lease liabilities.
Name of Entity
Place of
business/country
of incorporation
2020
2019
Principal Activities
NZCS Operations Limited
New Zealand
100%
n/a
The processing, distribution and
export of premium seafood
products in New Zealand.
Kiwi Dreams International Limited
New Zealand
100%
-
of
Developer
nutraceutical products
services
innovative
and
23.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
On the 13 July 2020 Mr Andrew Peti was appointed as CEO of NZCS Operations Limited following his
appointment as interim CEO on 3 March 2020 and previous role as Chief Operating Officer.
In addition to the above, the World Health Organisation announced that the Coronavirus (COVID-19) had be-
come a pandemic on 11 March 2020. The impact of the Coronavirus (COVID-19) pandemic is ongoing and whilst
it has had no financial impact for the Group up to 30 June 2020, it is not practicable to estimate the potential
impact, positive or negative, after the reporting date. At the date of this report, it is uncertain what the effect
will be on the group and potentially it will have a post balance date impact.
Other than the above, no matters or circumstances have arisen since 30 June 2020 that has significantly affected,
or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs
in future financial years.
24.
REMUNERATION OF AUDITOR
During the year the following fees were paid or payable for services provided by the Auditor of the Entity and
its related parties.
26.
LOSS PER SHARE
Basic loss per share (cents per share)
30 June 2020 ($)
30 June 2019 ($)
(1.37)
-
(Loss) used in the calculation of Earnings (Loss) Per Share
(6,805,020)
(188,397)
Weighted average number of ordinary shares
496,005,562
-
Effect of dilutive securities: Share options are not considered dilutive as the conversion of options to ordinary
shares will result in a decrease in the net loss per share.
27.
CONTINGENT LIABILITIES
The Board is not aware of any circumstances or information, which leads them to believe there are any other
material contingent liabilities outstanding at 30 June 2020.
28.
FAIR VALUES OF FINANCIAL ASSETS AND LIABILITIES
At 30 June 2020 and 30 June 2019, the carrying amounts of financial assets and financial liabilities classified with
current assets and current liabilities respectively approximated their fair values due to the short-term maturities
of these assets and liabilities.
The fair values of non-current financial assets and non-current financial liabilities are not materially different
from their carrying amounts.
CONSOLIDATED
30 June 2020 ($)
30 June 2019 ($)
29.
RELATED PARTY DISCLOSURES
Parent Entity
Audit and Other Assurance Services
Crowe Australasia (affiliate of Findex)
Total remuneration for Audit and Other Assurance Services
Other Service
Non auditing service - Crowe Australasia (affiliate of Findex)
Total remuneration for Other Service
57,200
57,200
8,300
8,300
-
-
-
-
The legal Parent Entity of the Group is New Zealand Coastal Seafoods Limited, which owns 100% of the issued
ordinary shares of NZCS Operations Limited (directly) and Kiwi Dreams International Limited which is a subsidiary
of NZCS Operations Limited. All subsidiaries are incorporated in New Zealand. Refer to Note 22.
Wholly-owned Group transactions
Loans made by New Zealand Coastal Seafoods Limited to wholly owned subsidiary companies are contributed to
meet required expenditure and are payable on demand and are not interest bearing.
58
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
59
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Key Management Personnel
Short-term employee benefits
Post-employment benefits
Other benefits
30 June 2020 ($)
30 June 2019 ($)
626,944
7,274
8,934
643,152
-
-
-
-
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30.
PARENT ENTITY INFORMATION
The following details information related to the Parent Entity, New Zealand Coastal Seafoods Limited, as at 30
June 2020. The information presented here has been prepared using consistent accounting policies as presented
in Note 1.
Detailed remuneration disclosures for Directors and Executives for the year to 30 June 2020 are provided in the
Remuneration Report on pages 14 to 19.
Transactions with other related parties
Transactions between related parties are on normal commercial terms and conditions no more favourable than
those available to other parties unless otherwise stated. The following transaction occurred with related
parties for the year ended 30 June 2020.
Director
Transaction
Transactions value for the
year ended 30 June
Balance outstanding as
at 30 June
2020 ($)
2019 ($)
2020 ($)
2019 ($)
Current assets
Non-current assets
Total Assets
Current liabilities
Non-current liabilities
Total Liabilities
Net Assets
Profit/(loss) for the year
Winton Willesee & Erlyn
Dale
and
(Directors
Shareholders of Azalea
Consulting Pty Ltd)
Winton Willesee & Erlyn
and
(Directors
Dale
Shareholders
Valle
of
Corporate Pty Ltd)
Corporate administration
services
134,500
-
6,850
-
Other comprehensive profit/(loss) for the year
Total Comprehensive profit/(loss) for the Year
Bookkeeping
accounting services
and
7,607
-
945
-
Total
142,107
-
7,795
-
30 June 2020 ($)
1,846,704
7,163,589
9,010,293
136,946
-
136,946
8,873,347
(925,728)
-
(925,728)
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
PAGE 54
60
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
61
DIRECTORS’ DECLARATION
In the opinion of the Directors of New Zealand Coastal Seafoods Ltd (Group):
(a)
the Financial Statements, comprising the consolidated statement of profit or loss and other
comprehensive income, consolidated statement of financial position, consolidated statement of cash
flows, consolidated statement of changes in equity, and Notes set out on pages 32 to 61, are in
accordance with the Corporations Act 2001, including:
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF NEW ZEALAND COASTAL
SEAFOODS LIMITED
REPORT ON THE AUDIT OF THE FINANCIAL REPORT
giving a true and fair view of the Group’s financial position as at 30 June 2020 and of their
performance, for the financial period ended on that date; and
Opinion
(i)
(ii)
complying with Australian Accounting Standards (including the Australian Accounting
Interpretations) and Corporations Regulations 2001; and other mandatory professional
reporting requirements.
(b)
(c)
the Financial Report also complies with International Financial Reporting Standards as disclosed in Note
1; and
there are reasonable grounds to believe that the Group 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 by the
Financial Officer for the financial period ended 30 June 2020.
We have audited the financial report of New Zealand Coastal Seafoods Limited (the Company) and its
subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30
June 2020, the consolidated statement of comprehensive income, the consolidated statement of
changes in equity and the consolidated statement of cash flows for the year then ended, and notes to
the financial statements comprising a summary of significant accounting policies and the Directors’
Declaration.
In our opinion, the accompanying financial report of 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 2020 and of its financial
performance for the year then ended; and
(b) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Signed in accordance with a resolution of the Directors.
Basis for Opinion
Winton Willesee
Non-Executive Chairman
Perth, Western Australia
28th August 2020
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 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 and 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.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Emphasis of Matter - Material Uncertainty Regarding Going Concern
We draw attention to Note 1 (c) in the financial report which indicates that Group incurred a net loss of
$6,858,932 and an operating cash outflow of $2,998,887 during the year ended 30 June 2020. These
conditions, along with other matters set forth in Note 1 (c), indicate the existence of a material
uncertainty that may cast significant doubt about the Group’s ability to continue as a going concern,
and whether it will realise its assets and extinguish its liabilities in the normal course of business and
at amounts stated in the financial report. Our opinion is not modified in respect of this matter.
Findex (Aust) Pty Ltd, trading as Crowe Australasia is a member of Crowe Global, a Swiss verein. Each member firm of Crowe Global is a
separate and independent legal entity. Findex (Aust) Pty Ltd and its affiliates are not responsible or liable for any acts or omissions of Crowe
Global or any other member of Crowe Global. Crowe Global does not render any professional services and does not have an ownership or
partnership interest in Findex (Aust) Pty Ltd. Services are provided by Crowe Perth, an affiliate of Findex (Aust) Pty Ltd. Liability limited by a
scheme approved under Professional Standards Legislation. Liability limited other than for acts or omissions of financial services licensees.
© 2019 Findex (Aust) Pty Ltd
62
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
63
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
PAGE 56
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 of the current period. These 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. In addition to the matter described in the Material Uncertainty
Regarding Going Concern Section, we have determined the matters described below to be key audit
matters to be communicated in our report.
Key Audit Matter
How we addressed the Key Audit Matter
Accounting for the reverse acquisition– Refer to Note 2
To facilitate a listing on the ASX, New Zealand
Coastal Seafoods Limited (NZCS) (renamed
NZCS Operations Ltd) undertook a transaction
with xTV Networks Limited (XTV) on 26 July
2019. The transaction resulted in XTV, as the
listed entity being acquired via a reverse
acquisition by NZCS. The continuing entity was
renamed New Zealand Coastal Seafoods
Limited.
To obtain an understanding of the transaction,
we read the sale and purchase agreement
between the entities involved and the ASX re-
compliance prospectus. We assessed and
challenged managements conclusions against
the requirements of the relevant accounting
standards, including interpretation guidance and
authoritative support, these conclusions
included:
The accounting for the reverse acquisition of
XTV is a key audit matter due to the accounting
complexity of the transaction and the level of
audit effort involved.
Management judgement was required to
determine that XTV did not meet the definition of
a ‘business’ and could not be accounted for as a
business combination. Since shares and options
in XTV were transferred to NZCS shareholders
in consideration for the XTV listing,
management concluded that the transaction
was more appropriately accounted for as a
share-based payment listing expense.
Additionally, management applied judgement to
conclude that the basis of preparation of the
financial statements, including comparative
information, should be analogised to that of a
‘reverse acquisition’. The financial statements
were therefore prepared as if the business of
NZCS continued post transaction.
•
•
•
the use of reverse acquisition accounting as
the basis of preparation of the financial
statements;
the determination that the transaction was a
share-based payment listing expense; and
the treatment of the specific costs incurred
as part of the reverse listing transaction as
share-based payments.
Comparative information disclosed in the
financial statements is that of the continuing
business of the accounting acquirer, NZCS, we:
•
•
agreed comparative information to
previously audited schedules of NZCS; and
considered the principals applied in
disclosing the changes in equity from the
share-based payment transactions and the
resulting net equity of the NZCS business.
Based on the procedures performed above,
there are no matters to report.
Key Audit Matter
How we addressed the Key Audit Matter
Adoption of AASB 16 Leases – Refer to Note 1(d) Note 13 and Note 16
The Group adopted a new accounting standard
AASB 16 ‘Leases’ effective 1 January 2019.
In assessing the appropriateness of
managements estimate of the lease liability and
related right-of-use asset recognised, we:
During the year, the Group entered into a
material new lease, the lease liability of which
needs to be discounted using an appropriate
rate, the determination of which requires a high
level of management judgement.
•
•
•
obtained an understanding and evaluated
the Group’s implementation process,
including the review of the updated
accounting policies and policy elections in
accordance with AASB 16;
evaluated management’s assumptions,
specifically the assumptions used to
determine the discount rate used to
calculate the material lease obligation; and
tested the factual inputs and calculation of
the right-of-use asset and lease liability
calculated for the material lease contract.
Based on the procedures performed above,
there are no matters to report.
Information Other than the Financial Report and the Audit’s Report Thereon
The directors are responsible for the other information. The other information comprises the
information included in the Group’s Annual Report for the year ended 30 June 2020 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, 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 Group 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.
64
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
65
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 this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial report, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Group’s internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Group’s ability to continue as a going concern.
If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the financial report or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of
our auditor’s report. However, future events or conditions may cause the Group to cease to
continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events in
a manner that achieves fair presentation.
We communicate with the directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during the audit.
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit
matters. We describe these matters in the auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in the auditor’s report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest benefits of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the remuneration report included in the directors’ report for the year ended 30 June
2020.
In our opinion, the remuneration report of New Zealand Coastal Seafoods Limited, for the year ended
30 June 2020, complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Group 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.
Crowe Perth
Sean McGurk
Partner
Signed at Perth, 28 August 2020
66
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
67
ASX ADDITIONAL INFORMATION
The shareholder information set out below was applicable as at 1 August 2020.
1.
Quotation
Listed securities in New Zealand Coastal Seafoods Limited are quoted on the Australian Securities Exchange
under ASX code NZS (Fully Paid Ordinary Shares) and the Company’s listed options are quoted under the ASX
code NZSOA (Listed options).
2.
Voting Rights
The voting rights attached to the Fully Paid Ordinary shares of the Company are:
(a)
(b)
at a meeting of members or classes of members each member entitled to vote may vote in
person or by proxy or by attorney; and
on a show of hands, every person present, who is a member has one vote, and on a poll every
person present in person or by proxy or attorney has one vote for each ordinary share held.
There are no voting rights attached to any Options on issue.
3.
i)
Distribution of Equity Securities:
Fully paid Ordinary Shares
Shares Range
Holders
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and above
Total
856
454
117
785
599
2,811
Units
191,249
1,098,915
840,131
37,403,763
688,191,278
727,725,336
%
0.03
015
0.12
5.14
94.57
100.00%
On 1 August 2020, there were 1,524 holders of unmarketable parcels of less than 3,512,062 ordinary shares
(based on the closing share price of $0.0280).
ii)
Unlisted Options exercisable at $0.0275 on or before 25 July 2022
Shares Range
Holders
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and above
Total
57
29
34
120
83
323
Units
14,780
91,880
266,473
3,834,486
56,436,315
60,643,934
%
0.02
0.15
0.44
6.32
93.06
100.00%
iii)
Unlisted Options exercisable at $0.0275 on or before 25 July 2022 escrowed to 5 August 2021
Holders
Units
30,000,000¹
30,000,000
100.00
100.00%
1Holders who hold more than 20% of securities are:
Melshare Nominees Pty Ltd – 30,000,000 options
iv)
Unlisted Options exercisable at $0.06 on or before 5 February 2023 escrowed to 5 August 2021
Holders
Units
Shares Range
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and above
Total
Shares Range
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and above
Total
-
-
-
-
1
1
-
-
-
-
9
9
100,000,002¹
100.00
100,000,002
100.00%
1Holders who hold more than 20% of securities are:
White Oak Ridge Capita LLC – 30,870,000 options
v)
Unlisted Options exercisable at $0.02 on or before 30 June 2023
Shares Range
Holders
Units
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and above
Total
-
-
-
-
3
3
1Holders who hold more than 20% of securities are:
Mr Andrew Peti – 3,333,333 options
Mr Robert Wells – 1,666,667 options
5,833,333¹
100.00
5,833,333
100.00%
%
-
-
-
-
%
-
-
-
-
%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
68
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
69
vi)
Unlisted Options exercisable at $0.04on or before 30 June 2023
8.
Twenty Largest Shareholders:
Holders
Units
Shares Range
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and above
Total
-
-
-
-
3
3
-
-
-
-
%
-
-
-
-
11,666, 667¹
100.00
11,666,667
100.00%
1Holders who hold more than 20% of securities are:
Mr Andrew Peti – 6,666,667 options
Mr Robert Wells – 3,333,333 options
4.
Substantial Shareholders
The name of the substantial shareholder listed on the Company’s register as at 1 August 2020:
Name: Alexander Trading Corporation Limited
Holder of: 52,786,730 fully paid ordinary shares, representing 9.96% as at 25 July 2019
Notice Received: 31 July 2019
Name: Cataldo Miccio
Holder of: 52,786,730 fully paid ordinary shares, representing 9.96% as at 25 July 2019
Notice Received: 31 July 2019
Name: Peter James Win
Holder of: 52,786,730 fully paid ordinary shares, representing 9.96% as at 25 July 2019
Notice Received: 31 July 2019
Name: Bergen Global Opportunity Fund, LP, together with Bergen Asset Management, LLC and Eugene Tablis
Holder of: 49,500,000 fully paid ordinary shares, representing 6.8% as at 15 July 2020
Notice Received: 15 July 2020
5.
Restricted Securities
The following restricted securities are listed on the Company’s register as at 1 August 2020:
Escrowed to 3 April 2021
16,000,000 Fully Paid Ordinary Shares
Escrowed to 5 August 2021
231,604,684 Fully Paid Ordinary Shares
30,000,000 Options ($0.0275, 25/7/22)
100,000,002 Options ($0.06, 05/02/23)
6.
On market buy-back
There is currently no on market buy back in place.
7.
Application of funds
The Company has applied its cash and assets readily convertible to cash in a way that is consistent with its
business objectives detailed in its IPO prospectus.
The twenty largest shareholders of the Company’s NZS Fully Paid Ordinary Shares as at 1 August 2020 are as
follows:
2
3
4
5
6
7
Name
1 MR CATALDO MICCIO
2 MR PETER JAMES WIN
No. of Shares
52,841,935
52,786,730
ALEXANDER TRADING CORPORATION LIMITED
52,786,730
BERGEN GLOBAL OPPORTUNITY FUND LP
49,500,000
SANDHURST TRUSTEES LTD
31,581,806
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
28,051,753
BOW LANE NOMINEES PTY LTD
COMSEC NOMINEES PTY LIMITED
8 MR GREGORY MILTS
9 MR ANTHONY DOWD
10 BOSTON FIRST CAPITAL PTY LTD
11 MR RICHARD FRYERS
12 MR CHANG YUAN CHEN
24,900,000
16,189,787
13,500,000
12,298,232
10,000,000
8,409,747
8,334,747
13
JACANA GLEN PTY LTD
8,000,000
14 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
6,288,926
15 AUSTRATRONICS PTY LTD
6,009,957
16 MS FIONA ELIZABETH SUSAN MACTIER
6,000,000
17 PROLL INVESTMENTS PTY LTD
5,666,667
18 SURF COAST CAPITAL PTY LTD
5,500,000
19 AC YOUNG PTY LTD
5,000,000
20 CUSTODIAL SERVICES LIMITED
Total
408,592,467
56.15%
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
PAGE 65
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
70
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
PAGE 66
71
9.
Twenty Largest Listed Option Holders – NZSOA ($0.0275,25/07/2022 as at 1 August 2020:
Name
1 MR TONY ADAMS
2 MR MICHAEL HILTON HOLBROOK
No. of Options
6,000,000
3,895,000
3
4
SANDHURST TRUSTEES LTD
2,527,269
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
2,011,717
5 MR MATTHEW BUTTEL
5
H B K MANAGEMENT PTY LTD
6 MR ANDREW FULFORD
7
8
9
COMSEC NOMINEES PTY LIMITED
BNP PARIBAS NOMINEES PTY LTD
MS MARY LOU BISHOP
10 AC YOUNG PTY LTD
11 MR GREGORY MILTS
12
RAINMAKER HOLDINGS (WA) PTY LTD
13 MR ADONIS DIAB
14
THANG PTY LTD
14
14
MR MATTHEW JOEL NORTON & MRS ROSELYNN FAY
NORTON
MR MATTHEW JOEL NORTON & MRS ROSELYNN FAY
NORTON
15 DONKEY TRADING PTY LTD
16 MISS RIA JOANNE NEFF
16
MR MICHAEL ANDREW DUNN & MR PETER JAMES
DUNN
17 MS MARY FRANCES WILDE
18
PROLL INVESTMENTS PTY LTD
19 MR ANDREW MUSGRAVE
20 MR BASIL YOUNG
2,000,000
2,000,000
1,900,000
1,858,580
1,702,683
1,666,667
1,577,500
1,500,000
1,196,038
1,165,000
1,051,667
1,051,667
1,051,667
1,001,712
1,000,000
1,000,000
892,238
888,889
687,001
666,668
%
9.89
6.42
4.17
3.32
3.30
3.30
3.13
3.06
2.81
2.75
2.60
2.47
1.97
1.92
1.73
1.73
1.73
1.65
1.65
1.65
1.47
1.47
1.13
1.10
Total
40,291,963
66.44%
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
72
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2020
PAGE 67
N
E
W
Z
E
A
L
A
N
D
C
O
A
S
T
A
L
S
E
A
F
O
O
D
S
L
I
M
I
T
E
D
A
N
N
U
A
L
R
E
P
O
R
T
2
0
2
0