Annual Report 2021
Annual Report 2021
Contents
3
Directors’ Report
21
Auditor’s Independence Declaration
23
Consolidated Statement of Profit or Loss and Other Comprehensive Income
24
Consolidated Statement of Financial Position
25
Consolidated Statement of Changes In Equity
27
Consolidated Statement of Cash Flows
28
Notes to the Consolidated Financial Statements
57
Directors’ Declaration
58
Independent Auditor’s Report
63
ASX Additional Information
Directors
Winton Willesee
Aldo Miccio
Erlyn Dale
Jourdan Thompson
Evan Hayes
(appointed 25 January 2021)
Nathan Maxwell-McGinn
(appointed 5 February 2021)
Company Secretary
Erlyn Dale
Registered and
Principal Office
Suite 5 CPC, 145 Stirling Highway
NEDLANDS WA 6009
Telephone: (08) 9389 3170
Website: www.nzcs.co
Email: info@nzcs.co
Principal Place
of Business
7 Bolt Place
Christchurch, 8053
New Zealand
Auditors
Crowe Perth
Level 5, 45 St Georges Terrace
PERTH WA 6000
Share Registry
Automic Registry Services
Level 2
267 St Georges Terrace
PERTH WA 6000
Telephone: 1300 992 916
International: +61 2 9698 5414
Home Exchange
Australian Securities Exchange Ltd
Exchange Plaza
2 The Esplanade
PERTH WA 6000
ASX Code: NZS and NZSOA
Solicitors
Steinepreis Paganin
Level 4, The Read Buildings
16 Milligan Street
PERTH WA 6000
New Zealand Coastal Seafoods Limited Annual Report 2021 1
2 New Zealand Coastal Seafoods Limited Annual Report 2021
Directors’ Report
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 2021 and the Auditor’s Report thereon.
Board of Directors
Review of Operations
The names and details of the Directors in office during the financial
period and until the date of this report are set out below.
Operational
Ling Maw Product
Winton Willesee
Aldo Miccio
Erlyn Dale
Jourdan Thompson
Evan Hayes (appointed 25 January 2021)
Nathan Maxwell-McGinn (appointed 5 February 2021)
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 year ended 30 June 2021
(2020: Nil).
Operating Results
The Group’s net loss after providing for income tax for the year ended
30 June 2021 amounted to $3,578,638 (2020: $6,805,020).
Financial Position
At 30 June 2021, total Group assets were $5,625,593 (2020:
$4,944,357) and net assets were $4,066,078 (2020: $3,299,091).
Cash at bank was $2,660,542 (2020: $1,814,712).
During the period, the Group continued to build its core business of
Dried Ling Maw and associated dried seafood products.
In April 2021, NZCS received its largest purchase order of Dried
Ling Maw to date, for a total of 1.5 tonnes from New Zealand based
company, Wildfish Export Limited, with the order delivered to the
customer in the same month.
Marine Collagen Product
The Group continued to make significant progress on the
development and commercialisation of its marine collagen product
containing significant levels of collagen.
On 22 July 2021, NZCS announced that the Company had entered
into a Toll Processing Agreement with leading NZ biotech company,
Bio-Mer Limited, with Bio-Mer to provide the extraction and
processing capability required to produce the marine collagen
product at scale.
The product is produced with a processing and extraction technique
which uses the ling bladder containing very high levels collagen,
making it significantly more potent than other marine collagen
products traditionally produced from fish skin collagen.
The product is Marine Stewardship Council (MSC) certified due to
the ling being sourced from New Zealand’s wild caught and actively
managed ling fisheries, with a sustainable harvest and environmental
species management measures in place.
The Company anticipates that the product will command a premium
price point in the market in both developed natural and hydrolysed
powdered formats.
The marine collagen product has been under development for
12 months, with strong indicative demand received from new
and existing customers, both in Australia and New Zealand.
Strategic Supply Agreement for European Distribution
In August 2020, the Group entered a strategic one-year Purchase
Agreement with German Company, Dr. Behr, for the sale of Green Lip
Mussel powders and oils, with the opportunity to expand revenues as
the Company develops further products including underia (seaweed)
powder, marine collagen powder, oyster powder, nootropic products
and cognitive enhancers.
New Zealand Coastal Seafoods Limited Annual Report 2021 3
Directors’ Report
Under the trial Purchase Agreement, Dr. Behr has initially only sold The
Group’s Green Lip Mussel powders and oils into 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 1-year terms, which are expected to be on
similar pricing terms, with product quantities to be negotiated.
In September 2020, the Group announced that it had received
¤289,200 (Approximately NZ$515,973) in Purchase Orders from
Dr. Behr for full fat and defatted mussel powder to date, with an
order schedule issued that aligns with the one-year Strategic Supply
Agreement for European Distribution.
Dr. Behr also increased the Year One order quantity revenues
under the Strategic European Supply Agreement by NZ$82,782
to NZ$498,621 (AU$476,000), which is a result of increased order
volumes for defatted mussel powder.
Supply Agreement with Talley’s
In March 2020, the Group announced that it had entered into a Supply
Agreement with Talley’s Limited for bone-in and boneless Ling Maw,
Green-Lipped Mussel meat and Ling and Hoki Fish Skin products. The
Group has been working with Talley’s for several years and the Supply
Agreement further secured the supply of raw seafood, as the Company
enters the next stage of growth.
Toll Processing Agreement for Pet Food
During the June 2021 quarter, the Group entered into a Processing
Agreement with Wildfish Export Limited, for a minimum of 50 tonnes
per annum of dried waste stream products. Under the Processing
Agreement, the Group will process seafood waste stream products
provided by Wildfish into pet food, which will subsequently be sold
into the Australasian market. Initially, this will entail the processing of
dried rig (gummie fish) bones, with discussions continuing regarding
the processing of alternate waste streams, including dried whole green
shell mussels, dried fish and fish skins.
International Export Approvals for US and Europe
As the Group further expands into international markets, US Food
and Drug Administration Listing Approval to export products to the
United States was announced in July 2020. The Group also received
European Union Listing Approval, allowing the Company to export
marine product goods to Europe.
RMP Approval for Upgraded and Expanded Production and
Processing Facility
On 8 April 2020, the Group announced that the Risk Management
Programme for the Company’s processing and production facility,
has received approval from the New Zealand Ministry of Primary
Industries, a requirement under the Animal Products Act to process
and manufacture animal products in New Zealand for international
market export.
Purpose Built Processing Line
During the year, the installation of a purpose-built processing line was
completed, which has significantly increased raw product processing
capacity. Since installation, the processing line has continued to
improve operational efficiencies and provides staff with a more
ergonomic work environment.
This processing line was planned for over 12 months, and the
equipment was ergonomically designed and built for NZCS’s specific
requirements with an emphasis on staff safety and wellbeing as well as
improving production throughput volumes.
International Sales Territories
The Group continued to build its listings and now meets the
regulatory Overseas Market Access Requirements (OMARs) to sell
products in Australia, New Zealand, the European Union, United
States, Canada, Japan, Korea, Saudi Arabia, Vietnam and Korea, with
China pending.
Good Health Update
In May 2021, the Group advised that the Purchase order with Good
Health Products Limited (“Good Health”) announced in May 2020 had
been terminated due to supply chain issues. Discussions with Good
Health in relation to distribution opportunities for other products
is continuing.
4 New Zealand Coastal Seafoods Limited Annual Report 2021
Directors’ Report
Restructuring of SuperMilkBaba
In October 2020, the Group was advised by SupaMilkBaba (NZ)
Limited (“SMB”), of changes to its processing and distribution
structure.
Under the SuperMilkBaba Purchase Agreement (ASX Release dated
25 March 2020), SMB indicated that it was unlikely to reach the
minimum of 100 tonnes of frozen Ling Maw over the first 12-month
period. The group continues to work with SMB to explore alternative
opportunities including Nutraceutical Products and other food
products.
Corporate
Share Purchase Plan & Placement
The Group completed an underwritten Share Purchase Plan to
eligible shareholders, with the Company receiving valid applications
totalling $4,074,500, resulting in 97,011,710 shares being issued, at
an issue price of $0.042 which was in accordance with the terms and
conditions of the SPP.
The funds have been applied to product development, bolstering sales
and distribution capabilities and adding additional resources to the
Group’s Board and management team.
Appointment of Evan Hayes as Non-Executive Director
In January 2021, the Company announced the appointment of Mr Evan
Hayes as a Non-Executive Director. Mr Hayes is a highly accomplished
Executive and Non-Executive Director with broad strategic experience
across a portfolio of board positions, and substantial experience in the
health industry including senior product development and distribution
roles with Factors, Blackmores and BioCeuticals. He is currently Asia
Pacific Managing Director of Factors Group, Canada’s largest natural
health company with annual sales in surplus of $1B, and a Director of
MGC Pharma, an ASX listed biotech & cannabis company. He holds
qualifications in biotechnology, biochemistry, six sigma, auditing and
business management, and over 10 years’ non-executive director
experience across public, private and ASX organisations.
Appointment of Nathan Maxwell-McGinn as
Non-Executive Director
In February 2021, the Company announced the appointment of Nathan
Maxwell-McGinn as a Non-Executive Director. Mr Maxwell-McGinn is
a co-founder, shareholder and marketing manager of JSJ Seafood Pty
Ltd, a company which exports over $50 million annually of Australian
and International seafood to Asia, under the “Three Capes” brand.
JSJ Seafood was formed in 2016 and is currently the largest exporter of
rock lobster from Tasmania, with an established trading and marketing
division “Three Capes”, which utilises an extensive customer network
to market, promote and drive sales for selected clients globally.
Appointment of Andrew Peti as CEO
In July 2020, Interim CEO, Andrew Peti, was appointed as CEO of
the Company. Mr Peti was appointed as Chief Operating Officer in
September 2019, before being appointed Interim CEO on 3 March
2020. During his prior role as Chief Operating Officer, he assisted
with management, operations and business development, before being
appointed Interim CEO, where he has played an instrumental role
in securing high value purchase agreements. He has also assisted in
NZCS’s expansion into the high growth nutraceutical market, which
was an estimated at US $230.9 billion in 2018.
Appointment of Operations and Production Manager
In September 2020, NZCS announced the appointment of Mr Peter
Fletcher as Operations Manager to oversee production, quality control
and sample testing to meet the client requirements from country
to country. Mr Fletcher holds extensive experience in the seafood
industry and has held previous roles including the General Manager
of Operations at Bidfood, a leading New Zealand wholesale food
distributor providing the foodservice and hospitality industry with
a complete range of food and non-food products, distributing over
20,000 products to more 15,000 customers. He has also held the role
of New Zealand Key Account Sales at Talley’s Group, an international
company founded in 1936 providing sales and distribution services for
seafood and other food products.
New Zealand Coastal Seafoods Limited Annual Report 2021 5
Directors’ Report
6 New Zealand Coastal Seafoods Limited Annual Report 2021
Directors’ Report
In response to COVID-19, NZCS implemented
a strategic response plan to ensure continuity in
product delivery and sales.”
AGM
The Company anticipates that it will hold its next Annual General
Meeting (‘AGM’) on or before 25 November 2021.
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 7 October 2021.
Any nominations must be received in writing no later than 5.00pm
(WST) on 7 October 2021 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.
On 30 July 2021, the Group issued 2,000,000 Class C Performance
Rights to the CEO Mr Andrew Peti and 5,000,000 Options to the
Group’s new Chief of Sales Mr Peter Fletcher under the Employee
Incentive Plan. The Performance Rights have an expiry date of
31 December 2022. 1,650,000 of the Options are exercisable at $0.02
and 3,350,000 Options are exercisable at $0.04, all with an expiry date
of 30 June 2024.
Other than as noted above, no matter or circumstance has arisen
since 30 June 2021 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.
Impact of COVID-19 Global Pandemic
Proceedings on Behalf of the Group
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.
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.
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 ongoing 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.
Environmental Regulation
The Group is not subject to any significant environmental regulation
under Australian or New Zealand Laws.
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.
Matters Subsequent
to the End of The Financial Year
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:
On 22 July 2021, the Group entered into a Toll Processing Agreement
with leading NZ biotech company, Bio-Mer Limited, with Bio-Mer to
provide the extraction and processing capability to produce marine
collagen product at scale.
https://nzcs.co/investors/#gov
New Zealand Coastal Seafoods Limited Annual Report 2021 7
Directors’ Report
Information On Directors
Winton Willesee – Non-Executive Chairman
Experience and Expertise
Mr Willesee is an experienced company director and secretary with over 20 years experience in various
roles within the Australian capital markets.
Mr Willesee has considerable experience with ASX listed and other companies over a broad range of
industries having been involved with many successful ventures from early stage through to large capital
development projects.
He has a core expertise in strategy, company development, corporate governance, company public listings,
merger and acquisition transactions and corporate finance.
Mr Willesee holds a Master of Commerce, a Post-Graduate Diploma in Business (Economics and Finance),
a Graduate Diploma in Applied Finance and Investment, a Graduate Diploma in Applied Corporate
Governance, a Graduate Diploma in Education and a Bachelor of Business. He is a Fellow of the Financial
Services Institute of Australasia, a Graduate of the Australian Institute of Company Directors, a Member
of CPA Australia and a Fellow of the Governance Institute of Australia and the Institute of Chartered
Secretaries and Administrators/Chartered Secretary.
Other Current
Directorships
Non-Executive Director of Neurotech International Limited (ASX: NTI)
Chairman of UUV Aquabotix Ltd (ASX:UUV)
Non-Executive Director of MMJ Group Holdings Limited (ASX:MMJ)
Non-Executive Director of Nanollose Limited (ASX:NC6)
Former Public Company
Directorships in last 3 years
Non-Executive Director of eSense Lab Ltd (ASX:ESE) (Delisted from ASX on 10 August 2021)
Special Responsibilities
Chairman of the Board
Interests in Shares and
Options
2,500,000 ordinary shares
100,384 options exercisable at $0.0275 expiring 25 July 2022
6,750,000 Class A Performance Rights
6,750,000 Class B Performance Rights
8 New Zealand Coastal Seafoods Limited Annual Report 2021
Directors’ Report
Aldo Miccio – Executive Director
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 is the current chairman of Medical Kiwi Ltd.
Other Current
Directorships
Former Public Company
Directorships in last 3 years
None
None
Special Responsibilities
Executive Director
Interests in Shares and
Options
52,918,240 ordinary shares
13,566,000 options exercisable at $0.06 expiring 5 February 2023
4,500,000 Class A Performance Rights
4,500,000 Class B Performance Rights
Erlyn Dale – 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
Non-Executive Director of UUV Aquabotix Ltd (ASX:UUV)
Former Public Company
Directorships in last 3 years
None
Special Responsibilities
Company Secretary
Interests in Shares and
Options
8,000,000 options exercisable at $0.06 expiring 5 February 2023
4,500,000 Class A Performance Rights
4,500,000 Class B Performance Rights
Jourdan Thompson – Non-Executive Director
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 Public Company
Directorships in last 3 years
None
None
Special Responsibilities
None
Interests in Shares and
Options
8,000,000 options exercisable at $0.06 expiring 5 February 2023
New Zealand Coastal Seafoods Limited Annual Report 2021 9
Directors’ Report
Evan Hayes – Non-Executive Director
Experience and Expertise
Mr Hayes is a highly accomplished Executive and Non-Executive Director with broad strategic experience
across a portfolio of board positions, and substantial experience in the health industry including senior
product development and operations roles with Factors, Blackmores and BioCeuticals.
He is currently Asia Pacific Managing Director of Factors Group, Canada’s largest natural health company
and a Director of MGC Pharma, an ASX listed biotech & cannabis company.
He holds qualifications in biotechnology, biochemistry, six sigma, auditing and business management, and
over 10 years’ non-executive director experience across public, private and ASX organisations.
As a highly respected scientist, specialising in medicines, both natural and biotech, he has the unique
capability of leveraging deep technical skills to develop real commercial outcomes. Mr Hayes is particularly
specialised in the management, set up and scaling of start-up organisations, where there is a fast-moving
environment balancing a need for strategy, scale, business development, overseas expansion, risk and
compliance.
Mr Hayes holds over 20 years’ experience in leading organisations in Australia and overseas, and has
worked in Europe, the USA and in Australia. He has a practical understanding of both the FDA and the
TGA with a detailed knowledge of strategic, financial, human resource and compliance issues.
He also holds senior executive experience in the natural medicine sector, as well as extensive consulting
experience across portfolios including procurement, product development and health economics for
leading Australian organisations through his consulting organisations, Relae and FIT Milestones.
Evan is passionate about natural products, experimental and clinical research, has initiated and published
research in diverse areas such as immunoassay development, probiotic functionality, and Vitamin D
insufficiency and is an author of multiple patents including one world patent.
Other Current
Directorships
Non-Executive Director of MGC Pharmaceuticals Ltd (ASX:MXC)
Former Public Company
Directorships in last 3 years
None
Special Responsibilities
None
Interests in Shares and
Options
Nil
10 New Zealand Coastal Seafoods Limited Annual Report 2021
Directors’ Report
Nathan Maxwell-McGinn – Non-Executive Director
Experience and Expertise
Mr Maxwell-McGinn is a co-founder, shareholder and marketing manager of JSJ Seafood Pty Ltd (“JSJ
Seafood”), a company which exports over $50 million annually of Australian and International seafood to
Asia, under the “Three Capes” brand. JSJ Seafood was formed in 2016 and is currently the largest exporter
of rock lobster from Tasmania, with an established trading and marketing division “Three Capes”, which
utilises an extensive customer network to market, promote and drive sales for selected clients globally.
JSJ Seafood has experienced continued high growth since launching in 2016, demonstrating
Mr Maxwell-McGinn’s ability to achieve financial growth and strategic milestones, driven by
his significant marketing experience and international contacts within the seafood sector.
He holds significant experience in international trade, marketing, business and brand development, and
has assisted companies in Europe, South America and Africa develop new markets in Asia.
Former roles include Business Development Manager of Kailis Bros / Legend Group Holdings, with
Mr Maxwell-McGinn joining the company after the takeover of Kailis Bros by Legend Group Holdings
(Hong Kong). Under this role, he managed the export team and developed key relationships with partners
globally, launched the Kailis Brother export brand in Asia, and established retail presence in HK.
He is the chair of the Seafood Trade Advisory Group, a group that has developed key Government
relationships in Canberra to provide advice on Free Trade Agreements and Trade and Market access issues.
Mr Maxwell-McGinn also holds an MBA, has completed executive education at Harvard University, and
until recently, been an active board member for the Fremantle Chamber of Commerce advocating for
Export businesses in Western Australia.
Other Current
Directorships
Former Public Company
Directorships in last 3 years
None
None
Special Responsibilities
None
Interests in Shares and
Options
Nil
New Zealand Coastal Seafoods Limited Annual Report 2021 11
Directors’ Report
12 New Zealand Coastal Seafoods Limited Annual Report 2021
Remuneration Report (Audited)
This Remuneration Report outlines the Director and Executive
remuneration arrangements of 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, 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,
Evan Hayes, Nathan Maxwell-McGinn
Management:
Peter Win, Andrew Peti, Robert Wells and Alexander Zu Ming Li
Remuneration Governance
The full Board filling the role of the Nomination and
Remuneration Committee is responsible for the following:
(a)
remuneration policies and practices;
(b) remuneration of the Executive Officer and Executive
Directors;
(c) composition of the Board; and
(d) 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:
(a)
strategies in relation to Executive remuneration policies;
(b) compensation arrangements for the Chairman, Non-
Executive Directors, CEO, and other Senior Executives as
appropriate;
(c) performance related incentive policies;
(d)
(e)
the Group’s recruitment, retention and termination
policies;
the composition of the Board having regard to the skills/
experience desired and skills/experience represented;
(f)
the appointment of Board members;
(g)
the evaluation of the performance of the CEO;
(h) consideration of potential candidates to act as Directors;
and
(i)
succession planning for Board members.
Directors’ Report
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:
2021
DIRECTORS
Winton Willesee
Aldo Miccio
Erlyn Dale
Jourdan Thompson
Evan Hayes
Nathan Maxwell-McGinn
MANAGEMENT
Peter Win
Andrew Peti ¹
Robert Wells
Alexander Zu Ming Li
Post
Retirement
benefits ($)
Salary ($)
Other
benefits ($)
Equity Based
Payments ($)
Total ($)
Performance
related
60,000
95,000
46,662
46,667
18,375
15,150
154,048
172,114
123,953
92,364
-
-
-
-
-
-
-
-
-
-
-
-
-
-
40,170
26,780
26,780
-
-
-
-
5,800
4,832
-
13,210
-
-
208,870
104,435
-
100,170
121,780
73,442
46,667
18,375
15,150
154,048
399,994
233,220
92,364
40%
22%
36%
-
-
-
-
52%
45%
-
TOTAL
824,333
10,632
13,210
407,035
1,255,210
Details of the Equity Based Payments comprising Performance Rights and Employee Options are set out in Note 28.
Post
Retirement
benefits ($)
Other
benefits ($)
Equity Based
Payments ($)
Total ($)
Performance
related
2020
DIRECTORS
Winton Willesee
Aldo Miccio
Erlyn Dale
Jourdan Thompson
Harry Hill *
MANAGEMENT
Peter Win
Andrew Peti
Robert Wells
Salary ($)
59,000
87,083
48,326
45,699
1,833
140,263
-
-
-
-
-
-
-
-
-
-
-
-
59,000
87,083
48,326
-
-
45,699
-
-
1,833
-
-
140,263
103,233
4,129
8,934
-
116,296
78,637
3,145
-
-
81,782
Alexander Zu Ming Li
62,870
-
-
-
62,870
TOTAL
626,944
7,274
8,934
-
643,152
¹ Andrew Peti was appointed CEO on 13 July 2020
* Harry Hill resigned as a director on 25 July 2019
NB: in addition, members of the Board of NZCS Operations Ltd are paid NZ$10,000 for their role as director of that subsidiary company.
New Zealand Coastal Seafoods Limited Annual Report 2021 13
-
-
-
-
-
-
-
-
-
-
Directors’ Report
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:
Contract for Service for the year ending 30 June 2021 of NZD$140,000 payable monthly plus vehicle allowance
NZ$17,248, to be reviewed annually by the Nomination and Remuneration Committee.
Andrew Peti (Chief Executive Officer)
Term of agreement: Ongoing with a notice period of two months
Details:
Mr Peti was appointed CEO on 13 July 2020 and his current contract is base salary of $150,000 plus superannuation
and the provision of a company vehicle paid fortnightly and a one off performance bonus of $10,000. On the 29
July 2020 options were issued as part of an Incentive Option Plan as approved by shareholders on 13 June 2019.
Contract is to be reviewed annually by the Nomination and Remuneration Committee. On 30 July 2021 the Group
issued 2,000,000 Class C Performance Rights to Mr Andrew Peti.
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 two months
Details:
Base salary of NZD$100,000 per annum plus GST if applicable for an average of 40 hours per week of services.
14 New Zealand Coastal Seafoods Limited Annual Report 2021
Directors’ Report
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
Balance at the
start of the year
Acquired
Disposed
Other
Balance at the
end of the year
Winton Willesee
1,210,000
1,290,000
Aldo Miccio
Erlyn Dale
Jourdan Thompson
Evan Hayes
Nathan Maxwell-McGinn
MANAGEMENT
Peter Win
Andrew Peti
Robert Wells
52,841,935
76,305
-
-
-
-
-
-
-
-
52,786,730
1,718,350
-
-
-
-
-
Alexander Zu Ming Li
52,786,730
TOTAL
159,625,395
3,084,655
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,500,000
52,918,240
-
-
-
-
54,505,080
-
-
52,786,730
162,710,050
New Zealand Coastal Seafoods Limited Annual Report 2021 15
Directors’ Report
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
Balance at the
start of the year
Acquired
Disposed
Other
Balance at the
end of the year
Winton Willesee
100,834
-
-
-
100,834
Aldo Miccio
Erlyn Dale
13,566,000
-
-
-
13,566,000
8,000,000
-
-
-
8,000,000
Jourdan Thompson
8,000,000
-
-
-
8,000,000
Evan Hayes
-
-
-
-
-
Nathan Maxwell-McGinn
-
-
-
-
-
MANAGEMENT
Peter Win
Andrew Peti ¹
Robert Wells ¹
13,566,000
-
-
-
13,566,000
-
10,000,000
-
-
10,000,000
-
5,000,000
-
-
5,000,000
Alexander Zu Ming Li
13,566,000
-
-
-
13,566,000
TOTAL
56,798,834
15,000,000
-
-
71,798,834
¹ Options issued as part of an Incentive Option Plan as approved by shareholders on 13 June 2019
Performance Rights:
Number of Performance Rights 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
Evan Hayes
Nathan Maxwell-McGinn
MANAGEMENT
Peter Win
Andrew Peti
Robert Wells
Alexander Zu Ming Li
TOTAL
Balance at the
start of the year
Acquired
Disposed
Other
Balance at the
end of the year
-
-
-
-
-
-
-
-
-
-
-
13,500,000
9,000,000
9,000,000
-
-
-
-
-
-
-
31,500,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
13,500,000
9,000,000
9,000,000
-
-
-
-
-
-
-
31,500,000
16 New Zealand Coastal Seafoods Limited Annual Report 2021
Directors’ Report
Voting and comments made at the Group’s 2020 Annual General Meeting
The Group received a 67.58% “yes” votes on its remuneration report for the 2020 financial year (2019: 96.4% 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 2021.
The aggregate amount recognised during the year relating to Directors, Key Management Personnel and their related parties were as follows:
Director
Transaction
2021 ($)
2020 ($)
2021 ($)
2020 ($)
Transactions value for the
year ended 30 June
Balance outstanding as
at 30 June
Winton Willesee & Erlyn Dale
(Directors and Shareholders of
Azalea Consulting Pty Ltd)
Winton Willesee & Erlyn Dale
(Directors and Shareholders of
Valle Corporate Pty Ltd)
Total
Corporate administration
services
Bookkeeping and accounting
services
This is the end of the Audited Remuneration Report.
75,350
134,500
6,850
6,850
7,967
7,607
805
945
83,317
142,107
7,655
7,795
New Zealand Coastal Seafoods Limited Annual Report 2021 17
Directors’ Report
18 New Zealand Coastal Seafoods Limited Annual Report 2021
Directors’ Report
Directors’ Meetings
Attendances by each Director during the year were as follows:
Director
Winton Willesee
Aldo Miccio
Erlyn Dale
Jourdan Thompson
Evan Hayes
Nathan Maxwell-McGinn
Number Eligible to Attend
Number Attended
7
7
7
7
3
3
7
7
7
7
3
3
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 2021, 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 following 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.
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
Total remuneration for other services
30 June 2021 ($)
30 June 2020 ($)
-
-
8,300
8,300
New Zealand Coastal Seafoods Limited Annual Report 2021 19
Directors’ Report
Indemnity and Insurance of Auditor
The Group has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Group or any related
entity against a liability incurred by the auditor.
During the financial year, the Group has not paid a premium in respect of a contract to insure the auditor of the Group or any related entity.
Shares
As at the date of this report there are 827,005,031 ordinary shares on issue.
Options
All options granted confer a right of one ordinary share for every option held. The Group has the following unlisted options on issue at
30 June 2021:
Grant Date
Type
Expiry Date
Exercise Price
26/07/2019
26/07/2019
30/06/2020
29/07/2020
29/07/2020
14/08/2020
04/12/2020
Total
Class A
Class B
05/02/2023
25/07/2022
NZSOA
25/07/2022
Class D
Class E
30/06/2023
30/06/2023
NZSOA
25/07/2022
NZOAESC
25/07/2022
($)
0.06
0.0275
0.0275
0.0200
0.0400
0.0275
0.0275
Balance at end of
the year
Vested and
exercisable
Number
Number
100,000,002
100,000,002
30,000,000
30,000,000
58,941,655
5,833,333
11,666,667
70,643,771
5,000,000
58,941,655
3,888,889
7,777,778
70,643,771
-
282,085,428
271,252,095
Performance Rights
All Performance Rights granted confer a right of one ordinary share for every option held. The Group has the following Performance Rights on
issue at 30 June 2021:
Grant Date
Type
Expiry Date
Exercise Price
Balance at end of
the year
Vested and
exercisable
04/12/2020
04/12/2020
Total
Class A
Class B
($)
Number
Number
15,750,000
15,750,000
31,500,000
0
0
0
20 New Zealand Coastal Seafoods Limited Annual Report 2021
Directors’ Report
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 2021 has been
received and can be found on page 22.
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
31st August 2021
New Zealand Coastal Seafoods Limited Annual Report 2021 21
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 2021, I declare that, to the
best of my knowledge and belief, there have been:
(a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
(b) no contraventions of any applicable code of professional conduct in relation to the audit.
Crowe Perth
Sean McGurk
Partner
Signed at Perth, 31 August 2021
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.
© 2021 Findex (Aust) Pty Ltd
22 New Zealand Coastal Seafoods Limited Annual Report 2021
Directors’ Report
Consolidated Statement of Profit
or Loss and Other Comprehensive Income
For the Year Ended 30 June 2021
Continuing operations
Revenue
Other income
Cost of sales
Corporate and administration expenses
Depreciation and amortisation expenses
Finance expenses
Employee benefits expense
Impairment of goodwill
Listing expense
Promotion and communication
Share based payments expense
Foreign exchange losses
Other operating expenses
(Loss) before income tax
Income tax benefit
(Loss) after income tax
Other comprehensive income/(loss)
Items that may be reclassified subsequently to profit or loss:
Exchange difference on translation of foreign operations
Total comprehensive (loss) for the period
Consolidated
Notes
30 June 2021 ($)
30 June 2020 ($)
4
5
2
6
2,423,840
11,280
1,513,665
13,900
(2,201,562)
(1,358,285)
(377,348)
(302,831)
(77,237)
(1,469,292)
(125,314)
(373,025)
(152,007)
(49,252)
(854,008)
-
-
(4,381,689)
(111,929)
(459,252)
(35)
(888,958)
-
(247,744)
(2,094)
(914,481)
(3,578,638)
(6,805,020)
-
-
(3,578,638)
(6,805,020)
-
-
22,344
(53,912)
(3,556,294)
(6,858,932)
Basic loss per share (cents per share)
25
(0.45)
(1.37)
The Consolidated Statement of Profit or Loss and Other Comprehensive Income are to be read in conjunction with the accompanying notes.
New Zealand Coastal Seafoods Limited Annual Report 2021 23
Directors’ Report
Consolidated Statement of Financial Position
As at 30 June 2021
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Total current assets
Non-current assets
Term deposit
Property, plant and equipment
Intangible assets
Right of use asset
Total non-current assets
Total assets
Current liabilities
Trade and other payables
Lease liability
Total current liabilities
Lease liability
Total non-current liabilities
Total liabilities
Net assets/(liabilities)
Equity
Contributed Equity
Reserves
Accumulated Losses
Total equity
Consolidated
Notes
30 June 2021 ($)
30 June 2020 ($)
9
10
11
9
12
13
14
15
16
16
17
18
19
2,660,542
230,809
516,873
1,841,712
212,503
473,734
3,408,224
2,527,949
88,297
911,053
-
1,218,019
2,217,369
5,625,593
260,804
127,670
388,474
1,171,041
1,171,041
1,559,515
4,066,078
88,643
900,764
125,119
1,301,882
2,416,408
4,944,357
289,730
97,508
387,238
1,258,028
1,258,028
1,645,266
3,299,091
13,307,868
1,298,085
9,942,240
318,088
(10,539,875)
(6,961,237)
4,066,078
3,299,091
The Consolidated Statement of Financial Position is to be read in conjunction with the accompanying notes.
24 New Zealand Coastal Seafoods Limited Annual Report 2021
Directors’ Report
Consolidated Statement Of Changes In Equity
For The Year Ended 30 June 2021
Contributed
Equity ($)
Accumulated
Losses ($)
Share Based
Payments
Reserve ($)
Foreign
Currency
Translation
Reserve ($)
Total ($)
Balance at 1 July 2020
9,942,240
(6,961,237)
372,000
(53,912)
3,299,091
(Loss) for the year
Exchange Difference
Total comprehensive (loss)
Transactions with equity holders
in their capacity as equity holders
-
-
-
(3,578,638)
-
(3,578,638)
Shares Issued pursuant to Offer
4,074,500
Options issued to Lead Manager
Options issued to Underwriter
Shares issued to Advisors
Exercise of NZSOA options
Employee option expense
-
-
14,708
46,813
-
Share issue costs
(770,393)
-
-
-
-
-
-
-
-
-
-
-
317,624
180,777
-
-
459,252
-
-
(3,578,638)
22,344
22,344
22,344
(3,556,294)
-
-
-
-
-
-
-
4,074,500
317,624
180,777
14,708
46,813
459,252
(770,393)
Balance at 30 June 2021
13,307,868
(10,539,875)
1,329,653
(31,568)
4,066,078
The Consolidated Statement of Changes in Equity is to be read in conjunction with the accompanying notes.
New Zealand Coastal Seafoods Limited Annual Report 2021 25
Directors’ Report
Consolidated Statement of Changes in Equity
For The Year Ended 30 June 2020
Balance at 1 July 2019
(Loss) for the year
Exchange Difference
Total comprehensive (loss)
Transactions with equity holders
in their capacity as equity holders
Recognition of shares in New
Zealand Coastal Seafoods Ltd in
accordance with the requirements
of reverse acquisition accounting
Option reserve recorded as part
of the reverse acquisition
3,829,733
-
Shares issued to Advisors
247,744
Shares Issued pursuant to Offer
5,000,000
Shares issued pursuant to Rights
Issue
Shares issued to acquire Kiwi
Dreams International Limited
1,819,313
160,000
Share issue costs
(1,114,550)
Contributed
Equity ($)
Accumulated
Losses ($)
Share Based
Payments
Reserve ($)
-
-
-
-
(156,217)
(6,805,020)
-
(6,805,020)
Foreign
Currency
Translation
Reserve ($)
-
-
Total ($)
(156,217)
(6,805,020)
(53,912)
(53,912)
(53,912)
(6,858,932)
-
-
-
-
-
-
-
3,829,733
372,000
247,744
5,000,000
1,819,313
160,000
(1,114,550)
-
-
-
-
-
372,000
-
-
-
-
-
-
-
-
-
-
-
-
Balance at 30 June 2020
9,942,240
(6,961,237)
372,000
(53,912)
3,299,091
The Consolidated Statement of Changes in Equity is to be read in conjunction with the accompanying notes.
26 New Zealand Coastal Seafoods Limited Annual Report 2021
Directors’ Report
Consolidated Statement of Cash Flows
For The Year Ended 30 June 2021
Cash flows from operating activities
Receipts from customers
Other receipts
Payments to suppliers and employees
Tax paid
Interest paid
Interest received
Consolidated
Notes
30 June 2021 ($)
30 June 2020 ($)
2,766,364
1,409,851
-
2,531
(5,425,854)
(4,380,854)
-
(16,125)
12,313
(31,689)
(10,095)
11,369
Net cash used in operating activities
20
(2,665,428)
(2,998,887)
Cash flows from investing activities
Purchase of property, plant and equipment
Payments for security deposit
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Share issue costs
Lease principal repayments
Repayment of borrowings
Net cash provided by financing activities
Net increase/(decrease) in cash held
Cash and cash equivalents at beginning of financial year
Cash acquired on acquisition
(167,791)
-
(943,724)
(88,643)
(167,791)
(1,032,367)
4,121,313
(271,992)
(197,272)
-
6,819,313
(742,550)
(95,110)
(119,423)
3,652,049
5,862,230
818,830
1,841,712
-
1,830,976
1,056
9,680
Cash and cash equivalents at end of financial year
9
2,660,542
1,841,712
The Consolidated Statement of Cash Flows is to be read in conjunction with the accompanying notes.
New Zealand Coastal Seafoods Limited Annual Report 2021 27
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
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 2021 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 31st August 2021.
(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 previous 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.
(c)
Going Concern
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.
COVID-19 and the related measures imposed by Governments to slow the spread of the virus have had a
significant impact on the New Zealand and global economies, supply chains and financial markets, and has
resulted in increased levels of volatility and uncertainty. The ultimate extent of the economic impacts worldwide
and on the Group’s business activities are unknown.
28 New Zealand Coastal Seafoods Limited Annual Report 2021
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
PAGE 31
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2021, the impacts of COVID-19 on business operations have resulted in the
Group incurring an operating cash outflow of $2,665,428 (2020: $2,998,887) and a loss after income tax for year
ended 30 June 2021 was $3,578,638 (2020: $6,805,020).
There is a material uncertainty which may cast significant doubt over the Group’s ability to continue as a going
concern, and therefore whether the Group will realise its assets and settle its liabilities in the ordinary course of
business at the amounts recorded 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.
The Directors have prepared forecast cash flow information for the twelve months from the date of approval of
these financial statements taking into account an estimation of the continued business impacts of COVID-19.
The Forecasts are based on 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. Key to the forecasts are
relevant assumptions regarding the business, business model, growth strategy and any legal or regulatory
restrictions.
The forecasts and projections indicate that, taking account of reasonably possible downsides that the Group will
continue to operate with headroom within available cash levels.
Should the timing of operating cash flows be significantly different to those forecast, 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 confident
that should the need arise, further funding can be raised through either debt or equity.
Based on these forecasts, the directors believe that it is appropriate to prepare the financial statements on a
going concern basis.
(d)
Impact of the adoption of new Accounting Standards
(i) New or amended Accounting Standards and Interpretations adopted
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the
Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. The
following Accounting Standards and Interpretations are most relevant to the Group:
(ii) Conceptual Framework for Financial Reporting (Conceptual Framework)
The Group has adopted the revised Conceptual Framework from 1 July 2020. The Conceptual Framework
contains new definition and recognition criteria as well as new guidance on measurement that affects several
Accounting Standards, but it has not had a material impact on the Group's financial statements.
(iii) Amendments to IAS 1 and IAS 8 Definition of material
The Group has adopted the amendments to AASB 101 and AASB 108 for the first time in the current year. The
amendments make the definition of material in AASB 101 easier to understand and are not intended to alter the
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
New Zealand Coastal Seafoods Limited Annual Report 2021 29
PAGE 32
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
underlying concept of materiality in the Accounting Standards. The concept of 'obscuring' material information
with immaterial information has been included as part of the new definition.
The threshold for materiality influencing users has been changed from 'could influence' to 'could reasonably be
expected to influence'. The definition of material in AASB 108 has been replaced by a reference to the definition
of material in AASB 101. In addition, the AASB amended other Standards and the Conceptual Framework that
contain a definition of 'material' or refer to the term ‘material’ to ensure consistency.
(e)
New Accounting Standards and interpretations not yet mandatory or early adopted
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 2021. 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.
Amendments to AASB 101 – Classification of Liabilities as Current or Non-current
The amendments to AASB 101 affect only the presentation of liabilities as current or non-current in the
statement of financial position and not the amount or timing of recognition of any asset, liability, income or
expenses, or the information disclosed about those items.
The amendments clarify that the classification of liabilities as current or non-current is based on rights that are
in existence at the end of the reporting period, specify that classification is unaffected by expectations about
whether an entity will exercise its right to defer settlement of a liability, explain that rights are in existence if
covenants are complied with at the end of the reporting period, and introduce a definition of ‘settlement’ to
make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets
or services.
The amendments are applied retrospectively for annual periods beginning on or after 1 January 2023, with early
application permitted.
(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.
30 New Zealand Coastal Seafoods Limited Annual Report 2021
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
PAGE 33
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(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.
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 ongoing 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.
(iv) Revenue with contracts with customers involving sale of goods
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
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
New Zealand Coastal Seafoods Limited Annual Report 2021 31
PAGE 34
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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 2021 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 Group.
Subsidiaries
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
32 New Zealand Coastal Seafoods Limited Annual Report 2021
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
PAGE 35
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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.
The functional currency of the subsidiaries of the parent entity that are incorporated in New Zealand is the New
Zealand Dollar (NZD$).
Foreign currency transactions and balances
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.
(k)
Revenue recognition
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
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
New Zealand Coastal Seafoods Limited Annual Report 2021 33
PAGE 36
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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.
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.
(m)
Income Tax Expenses or Benefit
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.
(n)
Cash and cash equivalents
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
34 New Zealand Coastal Seafoods Limited Annual Report 2021
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
PAGE 37
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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.
(q)
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.
(r)
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.
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
New Zealand Coastal Seafoods Limited Annual Report 2021 35
PAGE 38
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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.
(s)
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.
(t)
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
36 New Zealand Coastal Seafoods Limited Annual Report 2021
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
PAGE 39
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
vesting and subsequent issue of the shares, the value in the share-based payments reserve will be transferred
to share capital.
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.
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.
Upon issue of the related shares, the value in the share capital reserve is transferred to share capital.
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.
Share options
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.
(u) 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.
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
New Zealand Coastal Seafoods Limited Annual Report 2021 37
PAGE 40
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(v)
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.
(w)
Earnings or Loss per share
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.
(x)
Fair Value
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.
(y)
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.
(z)
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.
38 New Zealand Coastal Seafoods Limited Annual Report 2021
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
PAGE 41
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(aa)
Impairment of non-financial assets
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.
(bb)
Right of use asset and corresponding lease liability
Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at
cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments
made at or before the commencement date net of any lease incentives received, any initial direct costs incurred,
and, except where included in the cost of inventories, an estimate of costs expected to be incurred for
dismantling and removing the underlying asset, and restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the
estimated useful life of the asset, whichever is the shorter. Where the 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.
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
New Zealand Coastal Seafoods Limited Annual Report 2021 39
PAGE 42
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2.
REVERSE ACQUISITION AND LISTING EXPENSE
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 (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 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 have been
prepared as a continuation of the financial statements of NZCS Operations Limited.
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. 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 assets acquired.
As the shares of New Zealand Coastal Seafoods Limited 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 shares had been issued pursuant to the Prospectus, which was the last
transaction for the New Zealand Coastal Seafoods Limited 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. 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
40 New Zealand Coastal Seafoods Limited Annual Report 2021
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
PAGE 43
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3.
SEGMENT INFORMATION
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
Sales of products
Ling Maw
Nutraceuticals
Other
Location of customers
New Zealand
Rest of the world
5.
OTHER INCOME
Interest income
Other income
CONSOLIDATED
30 June 2021 ($)
30 June 2020 ($)
1,844,446
1,307,442
550,307
29,087
127,903
78,320
2,423,840
1,513,665
1,229,849
1,193,991
888,407
625,258
2,423,840
1,513,665
CONSOLIDATED
30 June 2021 ($)
30 June 2020 ($)
11,280
-
11,280
11,369
2,531
13,900
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
New Zealand Coastal Seafoods Limited Annual Report 2021 41
PAGE 44
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6.
INCOME TAX
CONSOLIDATED
30 June 2021($)
30 June 2020 ($)
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
(3,578,638)
(6,805,020)
Pre-acquisition losses
-
(132,975)
Accounting (loss) for the purposes of tax
(3,578,638)
(6,937,995)
Income tax benefit calculated at the Group's statutory income tax rate
of 30% (2020: 30%)
1,073,591
2,081,399
Tax effect of non-deductible share based payments
(137,776)
Tax effect of non-deductible listing expenses
Tax effect of deductible amounts recognised in equity
Tax losses not brought to account
Income tax benefit
-
-
(935,815)
-
-
(1,436,648)
91,064
(735,815)
-
The total tax benefit of tax losses not brought to account is estimated at $1,671,630 (2020: $735,815). This
includes the tax benefit of tax losses from foreign domiciled subsidiaries of $1,146,118 (2020: $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.
42 New Zealand Coastal Seafoods Limited Annual Report 2021
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
PAGE 45
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The Group holds the following financial instruments:
Financial assets
Cash and cash equivalents
Trade and other receivables
Financial Liabilities
Trade and other payables
Borrowings
CONSOLIDATED
30 June 2021 ($)
30 June 2020 ($)
2,660,542
1,841,712
230,809
212,503
2,891,351
2,054,215
260,805
289,730
-
-
260,805
289,730
ii. Financial Risk Management Objectives
The overall financial Risk Management Strategy focuses on the unpredictability of the finance markets and seeks
to minimise the potential adverse effects on financial performance and protect future financial security.
iii. Credit Risk
Credit risk is the risk of the financial loss to the Group if counterparty to a financial instrument fails to meet its
contractual obligations and the risk arises principally from the Group's cash and cash equivalents, deposits with
banks and financial institutions, and receivables.
Cash at bank is placed with reliable financial institutions. For banks and financial institutions, the Group banks
only with financial institution with high quality standing or rating.
The Group applies the AASB 9 simplified approach to measuring expected credit losses which uses a lifetime
expected loss allowance for all trade receivables. To measure the expected credit losses, trade receivables have
been grouped based on shared risk characteristics and the days past due. Trade receivables are written off when
there is no reasonable expectation of recovery. Impairment losses on trade receivables are presented as net
impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited
against the same line item.
The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group’s
maximum exposure to credit risk at the reporting date was:
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
New Zealand Coastal Seafoods Limited Annual Report 2021 43
PAGE 46
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED
30 June 2021 ($)
30 June 2020 ($)
Trade receivables
Existing customers with no defaults in the past, within terms
97,034
113,389
Counterparties without external credit rating, past due and impaired
Gross Value
Doubtful Debt Provision
Net Value
Cash at bank and on deposit
Cash at bank and on hand
Cash on deposit at call
iv.Liquidity Risk
-
-
-
-
-
-
97,034
113,389
386,463
2,274,079
2,660,542
100,855
1,740,857
1,841,712
Liquidity risk arises from the financial liabilities of the Group and the Group’s subsequent ability to meet their
obligations to repay their financial liabilities as and when they fall due.
Ultimate responsibility for Liquidity Risk Management rests with the Board of Directors. The Board has
determined an appropriate Liquidity Risk Management Framework for the management of the Group’s short,
medium and long-term funding and liquidity management requirements. The Group manages liquidity risk by
maintaining adequate reserves and continuously monitoring budgeted and actual cash flows and matching the
maturity profiles of financial assets, expenditure commitments and liabilities.
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months
equal their carrying amounts as the impact of the discounting is not significant.
Contractual maturities of
financial liabilities
Less than
6 months ($)
6 – 12
months ($)
More than 12
months ($)
Total ($)
Carrying
Amount ($)
Group - at 30 June 2021
Trade payables
Borrowings
Total
Group - at 30 June 2020
Trade payables
Borrowings
Total
228,123
-
228,123
254,503
-
254,503
-
-
-
-
228,123
228,123
-
-
228,123
228,123
254,503
254,503
-
-
254,503
254,503
44 New Zealand Coastal Seafoods Limited Annual Report 2021
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
PAGE 47
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 2020: 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 external financial assets or liabilities denominated in a
foreign currency (30 June 2020: nil).
The Group maintains the majority of cash balances in Australian Dollars (AUD), but the New Zealand bank
accounts denominated in New Zealand dollars (NZD) are subject to foreign currency translation gains or losses
in the preparation of the consolidated financial statements.
The Group does not hedge its AUD / NZD exchange rate exposure as the foreign currency risk is considered
immaterial.
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 $2,660,542, its income and operating cash flows are
substantially independent of changes in market interest rates. The Group has no interest-bearing liabilities and
as such does not actively manage exposure to interest rate risk.
Profile
At the reporting date, the interest rate profile of the Group’s and the Entity’s interest-bearing financial
instruments are:
Variable Rate Instruments
Cash and deposits
Borrowings
CONSOLIDATED
30 June 2021 ($)
30 June 2020 ($)
2,660,542
1,841,712
-
-
2,660,542
1,841,712
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
New Zealand Coastal Seafoods Limited Annual Report 2021 45
PAGE 48
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At 30 June 2021, the Group had cash balances of $2,660,542 as follows:
CONSOLIDATED
30 June 2021 ($)
30 June 2020 ($)
386,463
2,274,079
2,660,542
100,855
1,740,857
1,841,712
Weighted Average
Effective Interest Rate
Cash Available
for use
Borrowings Payable
on Demand
Total
1%
-
2,660,542
-
-
-
2,660,542
-
Cash at bank and on hand
Cash on deposit at call
30 June 2021
Cash and cash equivalents
Borrowings
30 June 2020
Weighted Average
Effective Interest Rate
Cash Available
for use
Borrowings Payable
on Demand
Total
Cash and cash equivalents
Borrowings
1%
-
1,841,712
-
-
-
1,841,712
-
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.
Cash Flow Sensitivity Analysis for Variable Rate Instruments
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
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.
46 New Zealand Coastal Seafoods Limited Annual Report 2021
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
PAGE 49
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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.
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.
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 2021 ($)
30 June 2020 ($)
386,463
2,274,079
2,660,542
100,855
1,740,857
1,841,712
Refer to Note 7 Financial Risk Management for risk exposure analysis for Cash and cash equivalents.
At 30 June 2021, the Group has a security deposit of $88,297 (2020: $88,643) relating to the Company's lease
with Christchurch International Airport (CIAL) which requires a Bank Guarantee. BNZ has issued this for CIAL,
securing with the Term Deposit.
10.
TRADE AND OTHER RECEIVABLES
Trade receivables
Allowance for expected credit losses
Net Trade receivables
Other debtors
GST Receivable
Prepayments
CONSOLIDATED
30 June 2021 ($)
30 June 2020 ($)
97,034
-
97,034
-
33,738
100,037
230,809
113,389
-
113,389
37,045
47,982
14,087
212,503
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
New Zealand Coastal Seafoods Limited Annual Report 2021 47
PAGE 50
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
11.
INVENTORIES
Raw Materials
Work in progress
Finished goods
12.
PROPERTY, PLANT AND EQUIPMENT
Improvements to premises – at cost
Accumulated depreciation
Plant and equipment – at cost
Accumulated depreciation
Furniture and equipment
Accumulated depreciation
CONSOLIDATED
30 June 2021 ($)
30 June 2020 ($)
59,056
34,705
423,112
516,873
214,651
11,285
247,798
473,734
CONSOLIDATED
30 June 2021 ($)
30 June 2020 ($)
702,037
(84,409)
617,628
347,924
(81,431)
266,493
59,560
(32,628)
26,932
911,053
682,561
(17,001)
665,560
214,548
(21,184)
193,364
50,502
(8,662)
41,840
900,764
Year ended 30 June 2021
Balance at 1 July 2020, net of
accumulated depreciation
Additions
Disposals/Write off
Depreciation expense
Foreign currency translation
Balance at 30 June 2021, net of
accumulated depreciation
Improvements to
premises
Plant and
equipment
Furniture and
equipment
Total
665,560
193,364
41,840
900,764
22,150
-
(67,492)
(2,590)
136,383
(1,033)
(61,445)
(776)
9,258
167,791
-
(1,033)
(24,008)
(152,945)
(158)
(3,524)
617,628
266,493
26,932
911,053
48 New Zealand Coastal Seafoods Limited Annual Report 2021
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
PAGE 51
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 30 June 2020
Balance at 1 July 2019, net of
accumulated depreciation
Additions
Disposals/Write off
Depreciation expense
Foreign currency translation
Balance at 30 June 2020, net of
accumulated depreciation
13.
INTANGIBLE ASSETS
Goodwill on consolidation
Accumulated impairment
Improvements to
premises
Plant and
equipment
Furniture and
equipment
Total
15,694
27,487
4,292
47,473
692,132
(14,320)
(18,435)
(9,511)
196,022
(10,986)
(16,259)
(2,900)
45,890
934,044
-
(25,306)
(7,706)
(42,400)
(636)
(13,047)
665,560
193,364
41,840
900,764
CONSOLIDATED
30 June 2021 ($)
30 June 2020 ($)
125,119
(125,119)
-
125,119
-
125,119
The Group acquired Kiwi Dreams on 6 April 2020 and the acquisition price incorporated goodwill on
consolidation which has been fully impaired as at 30 June 2021.
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
FAIR VALUE
$
153,333
23,761
141,315
38,132
(174,994)
28,214
Goodwill on consolidation
125,119
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
New Zealand Coastal Seafoods Limited Annual Report 2021 49
PAGE 52
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
14.
RIGHT OF USE ASSETS
Leased premises
Accumulated depreciation
Motor vehicles
Accumulated depreciation
CONSOLIDATED
30 June 2021 ($)
30 June 2020 ($)
1,352,945
(202,916)
1,150,029
118,804
(50,814)
67,990
1,358,254
(94,323)
1,263,931
51,721
(13,770)
37,951
1,218,019
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 16 Lease Liabilities.
15.
PAYABLES
Trade payables
Accrued expenses
16.
LEASE LIABILITIES
Lease liabilities - current
Lease liabilities – non-current
CONSOLIDATED
30 June 2021 ($)
30 June 2020 ($)
228,122
32,682
260,804
254,503
35,227
289,730
CONSOLIDATED
30 June 2021 ($)
30 June 2020 ($)
127,670
1,171,041
1,298,711
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 three vehicle
leases and one forklift covering a period of 36 months. Refer Note 14 Right of Use Assets.
50 New Zealand Coastal Seafoods Limited Annual Report 2021
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
PAGE 53
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
17.
CONTRIBUTED EQUITY
Ordinary Shares
Total Share Capital
CONSOLIDATED
2021 (Shares)
2020 (Shares)
2021 ($)
827,005,031
727,725,336
13,307,868
827,005,031
727,725,336
13,307,868
2020 ($)
9,942,240
9,942,240
(a)
Movements of share capital during the period
Date
Details
No of shares
Issue price ($)
$
Opening Balance as at 1 July 2020
727,725,336
9,942,240
Shares issued to service providers
565,706
0.026
14,708
Exercise of NZOA Options
Exercise of NZOA Options
33,334
0.0275
917
1,544,499
0.0275
42,474
Shares issued pursuant to Share Placement
97,011,710
0.042
4,074,500
Exercise of NZOA Options
Exercise of NZOA Options
Cost of Share Issue
100,000
0.0275
2,750
24,446
0.0275
672
(770,393)
13,307,868
Balance as at 30 June 2021
827,005,031
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.
18.
RESERVES
CONSOLIDATED
Share Based
Payments
Reserve ($)
Foreign Currency
Translation Reserve
($)
Total ($)
Balance at 30 June 2020
372,000
(53,912)
318,088
Options issued to Lead Manager
317,624
-
317,624
Options issued to Underwriter
180,777
-
180,777
Employee option expense
459,252
-
459,252
Foreign exchange movement
-
22,344
22,344
Balance at 30 June 2021
1,329,653
(31,568)
1,298,085
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
New Zealand Coastal Seafoods Limited Annual Report 2021 51
PAGE 54
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(a)
Share-based payments Reserve
The share-based payments reserve represents the value of the 70,643,771 options issued to the Lead Manager
on 14 August 2020 and the 5,000,000 options issued to the Underwriter on 4 December 2020. For details of the
Employee option expenses refer to Note 28 related party transactions.
(b)
Foreign Currency Reserve
The foreign currency reserve records foreign currency differences arising from the translation of financial
information of the Group’s New Zealand subsidiaries which have a functional currency of the New Zealand
Dollar.
19.
ACCUMULATED PROFIT/(LOSS)
Accumulated (loss) at the beginning of the year
(Loss) after income tax
Accumulated (loss) at the end of the year
20.
CASH FLOW INFORMATION
Reconciliation of cash flow from operating activities with the
loss from continuing operations after income tax:
Non-cash flows in profit from ordinary activities
Net (Loss) after Income Tax
Non-cash listing expenses
Employee options expense
Non-cash share issue costs
Depreciation & amortisation
Lease interest expense
Loss on disposal of plant and equipment
Impairment of goodwill
Changes in assets & liabilities
(Increase)/Decrease in trade and other receivables
(Increase)/Decrease in inventories
Increase/(Decrease) in trade and other payables
CONSOLIDATED
30 June 2021 ($)
30 June 2020 ($)
(6,961,237)
(3,578,638)
(10,539,875)
(156,217)
(6,805,020)
(6,961,237)
CONSOLIDATED
30 June 2021 ($)
30 June 2020 ($)
(3,578,638)
(6,805,020)
-
4,077,477
459,252
14,708
302,831
74,424
1,033
125,119
-
-
152,007
-
(18,306)
(206,957)
(43,139)
(417,825)
(28,926)
142,954
Increase/(Decrease) arising from exchange rate movements
26,214
58,477
Cash flow used in Operating Activities
(2,665,428)
(2,998,887)
52 New Zealand Coastal Seafoods Limited Annual Report 2021
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
PAGE 55
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
21.
INTERESTS IN OTHER ENTITIES
Ownership Interest held
by the Group
Name of Entity
Place of
business/country
of incorporation
2021
2020
Principal Activities
NZCS Operations Limited
New Zealand
100%
100%
The processing, distribution and
export of premium seafood
products in New Zealand.
Kiwi Dreams International Limited
New Zealand
100%
100%
of
Developer
nutraceutical products
services
innovative
and
22.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
On 22 July 2021 the Group entered into a Toll Processing Agreement with leading NZ biotech company, Bio-Mer
Limited, with Bio-Mer to provide the extraction and processing capability to produce marine collagen product
at scale.
On 30 July 2021 the Group issued 2,000,000 Class C Performance Rights to the CEO Mr Andrew Peti and
5,000,000 Options to the Group’s new Chief of Sales Mr Peter Fletcher under the Employee Incentive Plan. The
Performance Rights have an expiry date of 31 December 2022. 1,650,000 of the Options are exercisable at $0.02
and 3,350,000 Options are exercisable at $0.04 all with an expiry date of 30 June 2024.
Other than as noted above, no matter or circumstance has arisen since 30 June 2021 that has significantly
affected, or may significantly affect the Group’s operations, the results of those operations, or the Group’s state
of affairs in future financial years.
23.
REMUNERATION OF AUDITOR
During the year the following fees were paid or payable for services provided by the Auditor of the Entity and
its related parties.
Audit and Other Assurance Services
Crowe Australasia (affiliate of Findex)
Total remuneration for Audit and Other Assurance Services
Other Service
Non auditing service - Crowe Australasia (affiliate of Findex)
Total remuneration for Other Service
CONSOLIDATED
30 June 2021 ($)
30 June 2020 ($)
47,432
47,432
-
-
57,200
57,200
8,300
8,300
24.
COMMITMENTS
The Group has a Lease Agreement in respect of premises in Christchurch, New Zealand. The Group has 2 motor
vehicle non-cancellable operating leases. Refer to Note 16 for details of the lease liabilities.
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
New Zealand Coastal Seafoods Limited Annual Report 2021 53
PAGE 56
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
25.
LOSS PER SHARE
Basic loss per share (cents per share)
(0.45)
(1.37)
30 June 2021 ($)
30 June 2020 ($)
(Loss) used in the calculation of Earnings (Loss) Per Share
(3,578,638)
(6,805,020)
Weighted average number of ordinary shares
801,659,604
496,005,562
Effect of dilutive securities: Share options are not considered dilutive as the conversion of options to ordinary
shares will result in a decrease in the net loss per share.
26.
CONTINGENT LIABILITIES
The Board is not aware of any circumstances or information, which leads them to believe there are any other
material contingent liabilities outstanding at 30 June 2021.
27.
FAIR VALUES OF FINANCIAL ASSETS AND LIABILITIES
At 30 June 2021 and 30 June 2020, the carrying amounts of financial assets and financial liabilities classified with
current assets and current liabilities respectively approximated their fair values due to the short-term maturities
of these assets and liabilities.
The fair values of non-current financial assets and non-current financial liabilities are not materially different
from their carrying amounts.
28.
RELATED PARTY DISCLOSURES
Parent Entity
The legal Parent Entity of the Group is New Zealand Coastal Seafoods Limited, which owns 100% of the issued
ordinary shares of NZCS Operations Limited (directly) and Kiwi Dreams International Limited which is a subsidiary
of NZCS Operations Limited. All subsidiaries are incorporated in New Zealand. Refer to Note 21.
Wholly-owned Group transactions
Loans made by New Zealand Coastal Seafoods Limited to wholly owned subsidiary companies are contributed to
meet required expenditure and are payable on demand and are not interest bearing.
Key Management Personnel
Short-term employee benefits
Post-employment benefits
Equity based payments
Other benefits
30 June 2021 ($)
30 June 2020 ($)
824,333
10,632
626,944
7,274
407,035
-
13,210
1,255,210
8,934
643,152
54 New Zealand Coastal Seafoods Limited Annual Report 2021
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
PAGE 57
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Detailed remuneration disclosures for Directors and Executives for the year to 30 June 2021 are provided in the
Remuneration Report on pages 12 to 17.
Equity Based Payments
The component of equity-based payments included in the remuneration of Directors and Executives for the year
to 30 June 2021 is detailed as follows:
PERFORMANCE RIGHTS
Winton Willesee
Aldo Miccio
Erlyn Dale
Total Performance Rights
EMPLOYEE OPTIONS
Andrew Peti
Robert Wells
Total Employee Options
TOTAL
Issue Date
Number Issued
Total ($)
04/12/2020
13,500,000
40,170
04/12/2020
04/12/2020
9,000,000
26,780
9,000,000
26,780
31,500,000
93,730
29/07/2020
10,000,000
208,870
29/07/2020
5,000,000
104,435
15,000,000
313,305
407,035
The Performance Rights were issued following shareholder approval and have an expiry date of 30 November
2025. The face value on the date of issue based on the share price of $0.026 was $819,000 and the expense
recognised in the financial year is pro-rata based on the number of days from the issue date to the expiry date.
For the employee options granted during the current financial year, the valuation model inputs used to determine
the fair value at the grant date, are as follows:
Option Class Grant date
Expiry date
Share price at
grant date
Exercise
price
Expected
volatility
Dividend
yield
Risk-free
interest rate
Class D
29/07/2020
30/06/2023
$0.033
$0.02
169%
0%
0.29%
Class E
29/07/2020
30/06/2023
$0.033
$0.04
169%
0%
0.29%
The options vest in 3 equal components on 29 July 2020, 30 June 2021 and 30 June 2022. As at 30 June 2021,
10,000,000 of these options had vested.
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
New Zealand Coastal Seafoods Limited Annual Report 2021 55
PAGE 58
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Transactions with other related parties
Transactions between related parties are on normal commercial terms and conditions no more favourable than
those available to other parties unless otherwise stated. The following transaction occurred with related
parties for the year ended 30 June 2021.
Director
Transaction
Transactions value for the
year ended 30 June
Balance outstanding as
at 30 June
2021 ($)
2020 ($)
2021 ($)
2020 ($)
Winton Willesee & Erlyn
Dale (Directors and
Shareholders of Azalea
Consulting Pty Ltd)
Winton Willesee & Erlyn
Dale (Directors and
Shareholders of Valle
Corporate Pty Ltd)
Total
Corporate administration
services
75,350
134,500
6,850
6,850
Bookkeeping and
accounting services
7,967
7,607
805
945
83,317
142,107
7,655
7,795
29.
PARENT ENTITY INFORMATION
The following details information related to the Parent Entity, New Zealand Coastal Seafoods Limited, as at 30
June 2021. The information presented here has been prepared using consistent accounting policies as presented
in Note 1.
Current assets
Total Assets
Current liabilities
Total Liabilities
Net Assets
Profit/(loss) for the year
Other comprehensive profit/(loss) for the year
30 June 2021 ($)
30 June 2020 ($)
2,401,499
2,401,499
105,495
105,495
1,846,704
1,846,704
136,946
136,946
2,296,004
1,709,758
(1,255,852)
(925,728)
-
-
Total Comprehensive profit/(loss) for the Year
(1,255,852)
(925,728)
56 New Zealand Coastal Seafoods Limited Annual Report 2021
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
PAGE 59
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 28 to 56, are in
accordance with the Corporations Act 2001, including:
(i)
(ii)
giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its
performance, for the financial period ended on that date; and
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 2021.
Signed in accordance with a resolution of the Directors.
Winton Willesee
Non-Executive Chairman
Perth, Western Australia
31st August 2021
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
New Zealand Coastal Seafoods Limited Annual Report 2021 57
PAGE 60
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF NEW ZEALAND COASTAL
SEAFOODS LTD
REPORT ON THE AUDIT OF THE FINANCIAL REPORT
Report on the financial report
Opinion
We have audited the financial report of New Zealand Coastal Seafoods Ltd (the Company) and its
subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June
2021, the consolidated statement of profit or loss and other 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 at 30 June 2021 and of its financial
performance for the year then ended; and
(b) Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Report section of this report. We are independent of the Group in accordance with the 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.
Material Uncertainty Related to Going Concern
We draw attention to Note 1 (c) in the financial report which indicates that Group incurred a net loss of
$3,578,638 and had net operating cash outflows of $2,665,428 for the year ended 30 June 2021.
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.
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.
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.
© 2021 Findex (Aust) Pty Ltd
58 New Zealand Coastal Seafoods Limited Annual Report 2021
Key Audit Matter
How we addressed the Key Audit Matter
Improper revenue recognition
As at 30 June 2021 the Group’s Statement of Profit
or Loss and Other Comprehensive Income includes
revenue from contracts with customers of $2.4
million.
We consider the recognition of revenue transactions
as a key audit matter based on the following:
•
Improper revenue recognition is the most
common method used to report fraudulent
financial statement information;
• The Group has launched an e-commerce portal
and new products during the year;
• There have been changes to significant
agreements throughout the current year which
could lead to errors in the occurrence, timing and
accuracy of revenue recognition.
The related accounting policies, critical accounting
estimates and judgements and disclosures are set
out in notes 1 and 4, respectively to the financial
statements
Our procedures included, but were not limited to:
• Updating our understanding of the controls over
the processing of revenue transactions and
assessing the appropriateness of the design and
the effective implementation of the identified
controls;
• Performing procedures to test whether revenue
was recognised in accordance with the Group’s
financial reporting framework, including whether
revenue was recognised in the correct period;
• Substantively testing individual revenue
transactions by tracing selected samples to
relevant and reliable supporting documentation;
• Performing substantive analytical review over
revenue; and
• Considering the appropriateness of the
disclosures in note 4 to the financial statements
in accordance with the relevant requirements of
Australian Accounting Standards.
Decentralised operations
We consider the decentralised nature of the Group’s
operations as a key audit matter based on the
following
• NZS holds 100% of the share capital of NZCS
Operations Ltd and Kiwi Dreams International
Ltd. The trading operations are located in New
Zealand while the parent entity is located in
Australia.
• The decentralised nature of the operations
requires significant oversight by the Group to
monitor the activities, review component financial
reporting and undertake the Group consolidation
process.
Our procedures included, but were not limited to:
• Assessing the design and operating effectiveness
of relevant controls over the Group’s
decentralised structure, including centralised
monitoring controls at the Group, segment and
component level.
• Planning, scoping and performing audit
procedures on significant entities or significant
balances focussing on areas requiring estimation
and judgement.
• Assessing the appropriateness of the impairment
of goodwill in Kiwi Dreams International Ltd
(100% subsidiary).
New Zealand Coastal Seafoods Limited Annual Report 2021 59
Page | 2
Key Audit Matter
How we addressed the Key Audit Matter
• Undertaking analytical review procedures on
financial information of all components, including
those not considered individually significant.
• Evaluation of the adequacy of the Group’s
disclosures in the financial report.
Other information
The directors are responsible for the other information. The other information comprises the
information included in the Annual Report, other than the financial statements and our auditor’s
reports thereon. Our opinion on the financial statements does not cover the other information and,
except to the extent otherwise explicitly stated in our report, we do not express any form of assurance
conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material misstatements, we are
required to determine whether there is a material misstatement in the financial statements or a
material misstatement of the other information. 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 Director’s for the financial report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting, unless the Directors either intend to liquidate the Group or 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 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 these financial statements.
60 New Zealand Coastal Seafoods Limited Annual Report 2021
Page | 3
As part of an audit in accordance with 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
and 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. 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 statements represent the underlying transactions and
events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the group financial report. The
auditor is responsible for the direction, supervision and performance of the group audit. The
auditor remains solely responsible for the audit opinion.
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 our 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 be reasonably thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated to 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 our 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 be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
New Zealand Coastal Seafoods Limited Annual Report 2021 61
Page | 4
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 12 to 17 of the directors’ report for the
year ended 30 June 2021.
In our opinion, the Remuneration Report of New Zealand Coastal Seafoods Ltd for the year ended 30
June 2021 complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
accordance with Australian Auditing Standards.
Crowe Perth
Sean McGurk
Partner
Signed at Perth, 31 August 2021
62 New Zealand Coastal Seafoods Limited Annual Report 2021
Page | 5
ASX ADDITIONAL INFORMATION
The shareholder information set out below was applicable as at 16 August 2021.
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 or Performance Rights on issue.
3. Distribution of Shareholders
i)
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
812
387
206
1,256
805
3,466
Units
174,514
940,701
1,680,329
54,998,050
769,211,437
827,005,031
%
0.02
0.11
0.20
6.65
93.01
100.00%
On 16 August 2021, there were 2,007 holders of unmarketable parcels of less than 35,714 Shares (based on the
closing share price of $0.014).
ii)
Listed 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
55
27
29
133
118
362
Units
13,173
86,264
225,159
4,908,504
129,352,326
134,585,426
%
0.01
0.06
0.17
3.65
96.11
100.00%
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
New Zealand Coastal Seafoods Limited Annual Report 2021 63
PAGE 66
iii)
Unlisted Options exercisable at $0.0275 on or before 25 July 2022
Shares Range
Holders
Units
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
-
-
-
-
1
1
30,000,0001
30,000,000
100.00
100.00%
1Held by Melshare Nominees Pty Ltd
iv)
Unlisted Options exercisable at $0.06 on or before 5 February 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
-
-
-
-
9
9
1Holders who hold more than 20% of securities are:
White Oak Ridge Capita LLC – 30,870,000 options
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
100,000,0021
100,000,002
100.00
100.00%
5,833,3331
5,833,333
100.00
100.00%
v)
Unlisted Options exercisable at $0.02 on or before 30 June 2023
Shares Range
Holders
Units
%
-
-
-
-
%
-
-
-
-
%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
64 New Zealand Coastal Seafoods Limited Annual Report 2021
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
PAGE 67
vi)
Unlisted Options exercisable at $0.04 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 – 6,666,667 options
Mr Robert Wells – 3,333,333 options
vii)
Unlisted Options exercisable at $0.02 on or before 30 June 2024
Shares Range
Holders
Units
11,666,6671
11,666,667
100.00
100.00%
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
1Held by Mr Peter Fletcher
-
-
-
-
1
1
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
1Held by Mr Peter Fletcher
-
-
-
-
1
1
1,650,0001
1,650,000
100.00
100.00%
3,350,0001
3,350,000
100.00
100.00%
viii)
Unlisted Options exercisable at $0.04 on or before 30 June 2024
Shares Range
Holders
Units
%
-
-
-
-
%
-
-
-
-
%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
New Zealand Coastal Seafoods Limited Annual Report 2021 65
PAGE 68
ix)
Class A Performance Rights
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
15,750,0001
15,750,000
100.00%
100.00%
1Holders who hold more than 20% of securities are:
Chincherinchee Nominees Pty Ltd as nominee for an entity related to Winton Willesee – 6,750,000 performance
rights
Cataldo Miccio – 4,500,000 performance rights
Chincherinchee Nominees Pty Ltd as nominee for an entity related to Erlyn Dale – 4,500,000 performance rights
x)
Class B Performance Rights
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
15,750,0001
15,750,000
100.00%
100.00%
1Holders who hold more than 20% of securities are:
Chincherinchee Nominees Pty Ltd as nominee for an entity related to Winton Willesee – 6,750,000 performance
rights
Cataldo Miccio – 4,500,000 performance rights
Chincherinchee Nominees Pty Ltd as nominee for an entity related to Erlyn Dale – 4,500,000 performance rights
xi)
Class C Performance Rights
Shares Range
Holders
Units
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
1Held by Mr Andrew Peti
-
-
-
-
1
1
2,000,0001
2,000,000
100.00
100.00%
%
-
-
-
-
%
-
-
-
-
%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
66 New Zealand Coastal Seafoods Limited Annual Report 2021
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
PAGE 69
4. Substantial Shareholders
The names of the substantial shareholders listed on the Company’s register as at 16 August 2021:
Name: Alexander Trading Corporation Limited
Holder of: 52,786,730 fully paid ordinary shares, representing 6.38% as at 28 July 2021
Notice Received: 28 July 2021
Name: Cataldo Miccio
Holder of: 52,786,730 fully paid ordinary shares, representing 6.38% as at 28 July 2021
Notice Received: 28 July 2021
Name: Peter James Win
Holder of: 54,505,080 fully paid ordinary shares, representing 6.59% as at 12 July 2021
Notice Received: 12 July 2021
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
Name: Cyan Investment Management
Holder of: 36,581,806 fully paid ordinary shares, representing 5.03% as at 4 August 2020
Notice Received: 4 August 2020
5. Restricted Securities
There are no restricted securities listed on the Company’s register as at 16 August 2021.
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.
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
New Zealand Coastal Seafoods Limited Annual Report 2021 67
PAGE 70
8. Twenty Largest Shareholders
The twenty largest shareholders of the Company’s NZS Fully Paid Ordinary Shares as at 16 August 2021 are as
follows:
Name
1 MR CATALDO MICCIO
2
ALEXANDER TRADING CORPORATION LIMITED
2 MR PETER JAMES WIN
BERGEN GLOBAL OPPORTUNITY FUND LP
SANDHURST TRUSTEES LTD
3
4
5
No. of Shares
52,918,240
52,786,730
52,786,730
49,500,000
36,581,806
CUSTODIAL
HOLDING A/C>
SERVICES
LIMITED
CITICORP NOMINEES PTY LIMITED
7
8 MR HIEN QUANG TRINH
9
AC YOUNG PTY LTD
10 MR RICHARD FRYERS
11 MR CHANG YUAN CHEN
12 PROLL INVESTMENTS PTY LTD
12 DR WILLIAM GLADSTONE BURN
13
SURF COAST CAPITAL PTY LTD
13,928,250
11,886,218
10,000,000
8,409,747
8,334,747
7,000,000
7,000,000
5,500,000
14 BNP PARIBAS NOMINEES PTY LTD
15 MR SIMON JAMES COSTELLO
16 MR SACHIN GOYAL
16 MR MICHAEL JOHN BEREZA
5,016,801
5,000,000
5,000,000
17 MR ANDREW JOHN SNEDDON & MRS JUDITH ANNE
4,500,000
SNEDDON
18 MR PETER BUCHANAN STEVENSON
19 EST MR ROBERT STEEL RENTON
20 MR CHRISTOPHER LAWRENCE WILSON
20 MR MICHAEL JAMES LOWE & MRS MARIA-LUISA LOWE
4,185,057
4,062,001
4,000,000
4,000,000
%
6.40
6.38
6.38
5.99
4.42
2.61
1.81
1.68
1.44
1.21
1.02
1.01
0.85
0.85
0.67
0.64
0.61
0.60
0.60
0.54
0.51
0.49
0.48
0.48
Total
394,295,397
47.68%
68 New Zealand Coastal Seafoods Limited Annual Report 2021
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
PAGE 71
9. Twenty Largest Listed Option Holders – NZSOA ($0.0275, 25/07/2022) as at 16 August 2021
The twenty largest option holders of the Company’s Listed Options as at 16 August 2021 are as follows:
Name
No. of Shares
1
2
3
4
5
6
7
7
7
8
9
10
11
12
13
14
15
16
17
18
CG NOMINEES (AUSTRALIA) PTY LTD
MR GREGORY MILTS
MR ADONIS DIAB
MR GRAEME ANDREW BEARDSLEY & OAKLEY MORAN
TRUSTEE CPY LTD
H B K MANAGEMENT PTY LTD
CG NOMINEES (AUSTRALIA) PTY LTD
CYAN INVESTMENT MANAGEMENT PTY LTD
BOSTON FIRST CAPITAL PTY LTD
JP EQUITY PARTNERS PTY LTD
SERVICES
CUSTODIAL
HOLDING A/C>
MR SIMON GILBERT ESLER
LIMITED
MR MARK ANDREW TKOCZ
MR PHANAT IENG
SANDHURST TRUSTEES LTD
AC YOUNG PTY LTD
MR KEVIN DANIEL LEARY & MRS HELEN PATRICIA
LEARY
MRS SANGEETA DHANORKAR
MR MICHAEL HILTON HOLBROOK
9,110,790
8,970,745
7,773,148
6,062,652
5,500,000
5,000,000
4,000,000
4,000,000
4,000,000
3,587,959
3,500,000
3,214,815
3,030,000
3,000,000
2,600,000
2,527,269
2,500,000
2,000,000
1,900,034
1,800,000
%
6.77
6.67
5.78
4.50
4.09
3.72
2.97
2.97
2.97
2.67
2.60
2.39
2.25
2.23
1.93
1.88
1.86
1.49
1.41
1.34
NEW ZEALAND COASTAL SEAFOODS LIMITED ANNUAL REPORT 2021
New Zealand Coastal Seafoods Limited Annual Report 2021 69
PAGE 72
This page is intentionally left blank.
nzcs.co