ANNUAL REPORT
2021
1
TASFOODS ANNUAL REPORT 2021 0 2
AUDITOR
PricewaterhouseCoopers
2 Riverside Quay
Southbank Victoria 3006 Australia
SOLICITORS
HWL Ebsworth
Level 26, 530 Collins Street
Melbourne Victoria 3000 Australia
O’Reilly Legal & Governance Pty Ltd
Maning Avenue,
Sandy Bay, Tasmania, 7005 Australia
BANKERS
Australia and New Zealand Banking Group
Bendigo Bank
STOCK EXCHANGE LISTING
TasFoods Limited shares are listed on the Australian
Securities Exchange, code TFL
CORPORATE DIRECTORY
BOARD OF DIRECTORS
Craig Treasure
Non-Executive Chair
John Murphy
Independent Deputy Chair, Non-Executive Director
Ben Swain
Non-Executive Director
John O’Hara
Independent Non-Executive Director
COMPANY SECRETARY
Shona Croucher
REGISTERED OFFICE
52-54 Tamar Street
Launceston Tasmania 7250 Australia
Telephone:
Facsimile:
Website:
+ 61 3 6331 6983
+ 61 3 6256 9251
www.tasfoods.com.au
POSTAL ADDRESS
Po Box 425
Launceston Tasmania 7250 Australia
SHARE REGISTRY
Link Market Services
Level 12, 680 George Street
Sydney New South Wales 2000 Australia
Telephone: + 61 2 8280 7100
+ 61 2 9287 0303
Facsimile:
TasFoods Limited
ACN 084 800 902
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tasfoods.com.au
CONTENT
Corporate Directory
Chairman’s & CEO Report
Operating & Financial Review
• Poultry Division
• Dairy Division
• Wasabi
• Corporate
• 2022 Outlook
• Risk
Board of Directors
Executive Team
Directors’ Report
02
05
10
11
14
18
20
21
23
27
28
29
54
Financial Report
• Consolidated Statement of Profit & Loss
and Other Comprehensive Income
55
• Consolidated Statement of Financial Position 56
• Consolidated Statement of Changes In Equity 57
• Consolidated Statement of Cash Flows
58
• Notes to Financial Statements
• Directors’ Declaration
• Independent Auditor’s Report
Shareholder Information
104
98
59
97
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OUR
BRAND
PORTFOLIO
Our brands embody
authentic provenance
that reflects the essence
of premium Tasmanian
products. Our diversified
customer base enables
us to deliver the essence
of Tasmania to where
consumers choose to shop.
PREMIUM
Brands that reflect artisan provenance and Tasmanian
heritage, targeted at food lovers seeking authenticity.
EVERYDAY LUXURY
Brands that provide a piece of Tasmanian
indulgence for everyday life, targeted at
national retail and export markets.
MAINSTREAM / VALUE
Brands that support loyal customers with local products
providing profitable volume to underpin the operations.
TA S F O O D S A N N U A L R E P O R T 2 0 2 1
TASFOODS ANNUAL REPORT 2021 05
CHAIRMAN & CEO’S
REPORT
CRAIG TREASURE
NON-EXECUTIVE CHAIRMAN
SCOTT HADLEY
CHIEF EXECUTIVE OFFICER
ON BEHALF OF THE BOARD OF DIRECTORS AND
THE MANAGEMENT OF TASFOODS LTD (TFL,
THE COMPANY), WE PRESENT TO YOU THE
ANNUAL REPORT FOR THE FINANCIAL YEAR
ENDED 31 DECEMBER 2021.
2021 was a year of significant change at TasFoods
and one that we are confident will lay the foundation
for sustained future growth. TasFoods continued to
see sales growth through 2021 which demonstrates
strong consumer demand for the Company’s
products however operational impacts, input costs
and environmental factors resulted in the top-line
performance not translating into positive financial
results.
“
2021 was a year of significant
change at TasFoods and one that we
are confident will lay the foundation
for sustained future growth.
As announced to the market in 2021 the Board
underwent significant restructure with the
appointment of two new experienced directors and
the resignation of Roger McBain. Roger McBain
resigned from his position as Director in June after
serving on the Board since 2016. Roger made a
significant contribution to TasFoods and we thank
him for his commitment and service to the Company.
We were pleased to welcome John Murphy and John
O’Hara to the Board in June and both Directors have
already made a significant contribution to shape
the future of TasFoods. As mentioned at the time of
their appointment both come with extensive industry
experience that will be invaluable in helping Tasfoods
develop its strategic plan for the future.
In addition to the Board renewal, we made significant
change to the Executive Leadership Team. Jane
Bennett resigned her position as Managing Director
& Chief Executive Officer in August and was replaced
by Scott Hadley, who started his role as Chief
Executive Officer in October. We thank Jane for her
leadership, passion and dedication to TasFoods since
the inception of the business.
TA S F O O D S A N N U A L R E P O R T 2 0 2 1
TASFOODS ANNUAL REPORT 2021 06
CHAIRMAN & CEO’S
REPORT, CONT.
The Payroll Tax and JobKeeper benefits from 2020
in addition to rising costs associated with repairs,
maintenance, utilities, and stock adjustments
contributed significantly to the year-on-year financial
performance variance.
The performance in 2021 coupled with subdued
forward looking industry forecasts for the categories
TasFoods participates in, has resulted in the
Company recognising an impairment charge of $3.9
million. This comprises goodwill impairment of $1.1
million in the poultry division and $2.8 million in the
dairy division. No goodwill remains on the balance
sheet, however no impairment to brand values were
recognised.
We are proud of the way our team responded to
the challenges of 2021 and particularly for their
continued management of a COVID-safe work
environment. The team at TasFoods are passionate
about the business and strive to deliver outstanding
quality products.
Scott joins us with considerable experience in the
FMCG sector throughout Australia and the Asia
Pacific region. As a seasoned brand builder and
product marketer the Board was very pleased
to attract Scott’s talents to further develop our
existing brand portfolio and adjacent opportunities.
Additionally, we appointed a new Chief Financial
Officer, Shona Croucher, who started in October.
Shona brings a wealth of ASX experience as well as
deep industry knowledge.
COVID-19 continued to impact the business in many
ways throughout 2021. The significant financial relief
that was afforded the business in 2020 through
payroll tax refunds and JobKeeper were not available
in 2021 and this has negatively impacted the year-on-
year financial results by $1.2m.
The Company’s key mainland Australia distribution
channels of restaurants, hotels and cafes were
impacted by continued COVID-19 related closures
along with lower levels of tourism within Tasmania
to drive food service sales. As Tasmania’s borders
remained closed for the majority of 2021 the impact
on Tasmanian staff was minimal however the Omicron
strain entered Tasmania in late 2021 which impacted
our workforce, particularly at Nichols Poultry, placing
significant operational and financial pressure on the
business towards the end of the year. We continue to
experience disruptions into 2022, however we have
operational plans in place to mitigate the impact of
such disruptions.
Gross margins for the year were significantly
impacted by input cost increases associated with
milk, poultry feed and labour costs which were not
reflected in customer pricing.
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TASFOODS ANNUAL REPORT 2021 07
CHAIRMAN & CEO’S
REPORT, CONT.
FINANCIAL PERFORMANCE
FY 2021
FY 2020
Dairy
$’000
Poultry
$’000
Corporate
and Other
$’000
Total
$’000
Dairy
$’000
Poultry
$’000
Corporate
and Other
$’000
Total
$’000
Change
$’000
Change
%
Revenue
Other Income
Expenditure
EBITDA
30,362
38,636
134
448
443
45
69,441
29,502
37,030
626
115
281
378
130
66,911
2,530
526
101
(30,922)
(41,456)
(6,102)
(78,480)
(28,247)
(38,343)
(6,104)
(72,694)
(5,786)
4%
19%
8%
(425)
(2,373)
(5,614)
(8,413)
1,370
(1,032)
(5,595)
(5,257)
(3,156)
-60%
Acquisition Costs
Movement in Fair Value
0
(32)
0
(113)
Impairment Expense
(2,770)
(1,137)
0
69
0
0
(76)
0
(38)
0
(15)
(15)
(107)
(1,154)
(1,300)
(3,907)
(1,500)
(2,000)
0
(3,500)
Operating EBITDA
2,377
(1,123)
(5,683)
(4,429)
2,908
1,075
(4.426)
(443)
(3,986)
-900%
GP Margin
NPAT
33%
16%
24%
35%
20%
(10,741)
27%
(6,407)
-3%
The Company produced overall sales growth of
4% on 2020 which maintained momentum in a
challenging market environment. Group operating
EBITDA was a loss of $4.4 million which was driven by
accelerating costs on key inputs on milk, grain, labour,
utilities and materials, which were not reflected in
customer pricing. There were some significant one-off
items that impacted the result in 2021 notably stock
valuation adjustments in the poultry business and
marketing costs associated with the creation of the
new Organic chicken brand, Isle & Sky.
The impairment expense of $3.9m million contributed
to the full-year financial result of a net loss after tax
of $10.7 million. The impairment of goodwill did not
impact the cash position of the Company. We remain
focused on careful cash management with cash
holdings of $1.5 million and total available funds of
$4.0 million (including unused overdraft facilities of
$2.5 million as at 31 December 2021).
Our two major operating divisions both achieved
revenue growth with poultry sales representing
55% of total sales revenue and dairy sales revenue
representing 44% of total sales revenue.
Sales to interstate markets grew by 17% for the
year through a combination of increased volume to
existing customers, reflecting the introduction to
market of new product ranges, and the acquisition of
new customers.
PEOPLE & SYSTEMS CAPABILITY
In addition to the Chief Executive Officer and Chief
Financial Officer roles, the Chief Sales & Marketing
Officer and Chief Operating Officer positions
changed in the last quarter of the year. A General
Manager Supply Chain has been appointed who
comes with extensive experience in Logistics,
Procurement, Planning, Maintenance and Capital
Projects who will join the Executive Leadership Team
in the first half of 2022.
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TASFOODS ANNUAL REPORT 2021 08
CHAIRMAN & CEO’S
REPORT, CONT.
The Company has set out to build commercial
capability through a dedicated procurement
resource, commercial finance professional and
in-house IT specialist. The business has increased
capability in the sales function with the employment
of a dedicated Melbourne-based Business
Development Executive who will focus on building
our route trade distribution channel and a new Head
of Sales Tasmania to capitalise on the strength of our
branded business in Tasmania.
An enabler of operational efficiencies will be the
implementation of the Company’s first ERP system.
This will enable a level of integration of the operating
units to unlock efficiencies in customer service, route
to market and support functions which will allow
TasFoods to operate as a truly consolidated branded
food and beverage group. The ERP is expected to be
operational in Q4 2022.
MARKETING AND NEW PRODUCTS
We launched our new organic chicken brand,
Isle & Sky, in September which is starting to gain
momentum. The range is available in selected Coles
stores across Australian States on the east coast and
through premium butcher and retail outlets.
Our dairy division launched a wide variety of new
products during the year including a lactose free
range of milk under our Betta brand available in
Coles and Independent retail in Tasmania and a
new specialty range of cheese launched under the
Meander Valley Dairy brand which is available in
Independent retail in Tasmania.
Our marketing efforts going forward will be aimed
at supporting our current brands through building
awareness and distribution whilst ensuring our
products are meeting consumer’s needs. We have
simplified our brand pyramid as follows.
PYENGANA
SHIMA
MEANDER VALLEY
DAIRY
PREMIUM
EVERYDAY LUXURY
MAINSTREAM / VALUE
ISLE & SKY
(ORGANIC)
RSPCA ETHICAL
FREE RANGE
BETTA MILK / TASSIE TASTE
RSPCA BARN RAISED / COLES BRAND
DAIRY / HORTICULTURE
POULTRY
Our efforts will be focused on building brands in the premium and everyday luxury segments.
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TASFOODS ANNUAL REPORT 2021 09
CHAIRMAN & CEO’S
REPORT, CONT.
Developing and building capabilities in the following areas will be the enabler for immediate
profitability and future growth.
OUR WINNING CAPABILITIES
BRAND
BUILDING
CUSTOMER
SERVICE
OPERATIONAL
EXCELLENCE
CAPITAL
MANAGEMENT
Tasfoods will
invest behind our
premium brands to
ensure we remain
relevant to evolving
consumer needs.
Tasfoods will deliver
exceptional service to
all customers and be
known for being easy
to do business with
for mutual growth.
Tasfoods will deliver
the highest quality
products and be
known for being best
in class in efficiency
and effectiveness.
Tasfoods will pro
actively manage
our portfolio of
business’ and brands
to maximise returns
to all stakeholders.
PEOPLE &
CAPABILITY
Tasfoods will invest
in our people and
their capability to
ensure they thrive,
develop and grow
in the support of
our business.
STRATEGY
With a refreshed Board and management team we have taken the opportunity to review the current strategic
plan for TasFoods. The immediate priority is to stabilise the foundations of the business and then leverage our
core competencies for profitable growth.
TasFoods priority will be to simplify our business and focus our efforts on building premium provenance
brands that deliver superior customer and consumer experience whilst providing leading shareholder returns.
Craig Treasure
Scott Hadley
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OPERATING &
FINANCIAL REVIEW
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POULTRY DIVISION
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POULTRY DIVISION
Sales revenue for the poultry division grew by 4%
on the pcp in 2021 to $38 million. Revenue growth
was largely driven by the launch of our new organic
range, Isle & Sky, which contributed $0.6m of
sales in only 3 months of the financial year having
been launched in September 2021. We anticipate
further growth led by this organic range in 2022.
NEW ORGANIC RANGE
ACO CERT. NO. 13247
NICHOLS POULTRY
WAS ESTABLISHED
IN THE EARLY 1980S.
THE BUSINESS HAS
GROWN TO BECOME ONE
OF THE MOST TRUSTED
AND RESPECTED MEAT
BRANDS IN TASMANIA.
Despite a solid top-line performance overall
gross margin was significantly impacted in this
division by increased input costs including grain
costs associated with feed, increased labour
processing costs as the business dealt with
continued COVID-19 related operating implications,
significant increases in freight and distribution
and a re-evaluation of stock valuations.
Volume sold increased on 2020 levels and revenue
per kg increased however this was unable to offset the
increase in costs. Consequently, gross profit margins
declined by 4%. During Q4 2021 the Company re-
calibrated the supply side of the division to better
match consumer demand and this resulted in
some one-off operational impacts that will set the
business on a more stable footing going forward.
The Poultry division reported an operating EBITDA
loss for 2021 primarily due to the increased input
costs. Whilst the new organic range contributed
positively to revenue, it was not EBITDA positive for
the 3 month contribution to the financial year as
the business established operating procedures to
produce this new range in organic farming conditions.
Other contributors to the result were an increase
in repairs and maintenance due to the aging nature
of equipment, and material increases in utilities.
The Company extended its partnership with
Coles during the year which is a great testament
to the quality of our product and the service we
provide to this valued partner. We believe Nichols
Poultry is uniquely placed in the market given
its chemical and chlorine free characteristics
as a result of our air-chilling process.
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POULTRY DIVISION, CONT.
We believe Nichols will have strong consumer
cut-through not only in Tasmania but importantly
in the mainland market where customers are
demanding better tasting poultry products.
Poultry remains Australian consumers first
choice for protein and Nichols is well placed
to gain more share of this market.
Sales of premium chicken under the Nichols
Ethical Free-Range brand continued to increase
throughout 2021, achieving 15% growth over 2020.
Despite the COVID-19 related market impacts,
sales to interstate markets increased by 22%
over 2020 levels which is a pleasing performance
given sector headwinds through the year.
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DAIRY DIVISION
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DAIRY DIVISION
Our dairy division comprises three business units,
Betta Milk, Meander Valley Dairy and Pyengana
Dairy. Each business unit plays a unique role
within the TasFoods dairy division however
there are opportunities for further growth and
efficiencies as we better integrate the dairy
division within the wider TasFoods group.
THE DAIRY DIVISION
HAS THREE CENTRES
OF EXCELLENCE;
• PYENGANA DAIRY –
CHEESE AND
TOURISM CAFE
• KINGS MEADOWS DAIRY –
SPECIALTY CREAMS,
BUTTER AND FRESH
FERMENTED PRODUCTS
• BETTA MILK BURNIE –
FRESH MILK BOTTLING
The division reported a reasonable financial
contribution at both the revenue and EBITDA levels.
Sales revenue for the dairy division grew by 3% to
$30 million. The sales growth was primarily driven
by increases in Pyengana Cheese and Milk, Meander
Valley Cream range and our new Lactose Free Milk.
Input costs in the dairy division increased significantly
during the year, predominately on the back of rises
in farm gate milk prices. During 2021, the business
absorbed the majority of these increases which
resulted in Gross Margin decline from 2020. This
translated into a lower EBITDA contribution of $2.4
million, a 18% decline on 2020 results. Increased
labour and logistics costs similarly contributed
to the lower level of EBITDA performance.
Pleasingly, the Pyengana business unit was a highlight
in this division. Sales (including our Farm Gate
Café) increased by 37% which flowed through to
an improve EBITDA performance. The premium
brand positioning of this high-quality product
resonates strongly with customers who are looking
for more indulgent experiences, particularly
through COVID-19 lockdowns. Management is
buoyed by the growth of this brand and believes
it will provide a platform for future growth into
the Hotel, Restaurant and Café sector.
The Meander Valley Dairy business unit recorded
sales growth across all its key categories of Cream,
Butter, Cheese & Buttermilk. The cream range
makes up the majority of sales in this division and
continues to grow on the back of national distribution
in key distribution channels along with an increased
ranging in independent channels. We launched a
new range of Meander Valley cheese late in 2021
which has been positively received by customers.
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DAIRY DIVISION, CONT.
White milk sales under the Betta Milk brand declined
from 2020 levels as competition intensified within
the Tasmanian market in this commodity category.
White milk remains a competitive category but
new products such as Lactose Free has helped
maintain the relevance of the Betta Milk brand.
Management is confident in Betta Milk continuing
to contribute to the overall group performance
given the strong brand equity within Tasmania
however management will look to explore
new product development to take the brand
into less cost-competitive adjacencies.
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WASABI
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SHIMA WASABI
Whilst not a material contributor to group revenue
Shima Wasabi is positioned as a unique, premium,
provincial offering which opens access to premium
food channels such as high-end restaurants for
other TasFoods products. Shima sales performed
strongly with an increase of 46% on 2020 and a
significant improvement in EBITDA contribution.
A UNIQUE, PREMIUM,
PROVINCIAL OFFERING
Our unique ready-to-use wasabi paste made from
real wasabi was a key driver of growth after being
launched in 2021 and this provides a user-friendly
option for customers seeking an authentic wasabi
flavour. There are few alternative options within
the Australian domestic market and our access
to the premium route trade market is assisted
by having Shima in our product portfolio.
As the market conditions improve during
2022, we expect an improvement in
Shima reach, sales and profitability.
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CORPORATE
The Head Office centre for TasFoods saw
an increase in expenditure compared to
2020. An increase in marketing expense
was the main driver of this variance given
the creation of the new organic poultry
offering, Isle & Sky, and a new television
commercial for Betta Milk. Employment
expenses were increased on the prior year
due to the payroll tax refund and Job Keeper
payments the Company received in 2020
not being available in 2021. Severance costs
associated with the prior Chief Executive
Officer and a prior Board Member were
also accounted for in this period.
BALANCE SHEET AND CASHFLOWS
The Group is supported by a balance sheet
with net assets at 31 December 2021 of $28.60
million (31 December 2020: $39.24 million),
including property, plant and equipment balances
of $25.90 million (31 December 2020: $25.31
million). Cash balances were $1.45 million (31
December 2020: $7.63 million) and the Group
had an undrawn overdraft facility of $2.5 million.
The decrease in group net assets is mainly due
to the operating loss of $10.74 million, which
includes a non-cash impairment charge of $3.91
million. Inventory at 31 December 2021 was $4.65
million (31 December 2020: $4.50 million).
During 2021 the group invested $2.4 million into
fixed assets including $1.6 million for new organic
chicken farming sheds located at Flowerdale,
Tasmania (which was later recapitalised through
a funding arrangement of $1.5 million).
Net cash outflows from operating activities
were $4.46 million (2020: $0.52 million).
This is reflective of the increased input costs
including grain costs associated with feed,
increased labour processing costs and significant
increases in freight and distribution costs.
Management continue to focus on a disciplined
approach to working capital management and is
in the process of undertaking a number of steps to
improve profitability and cash flows. These include
embedding new ways of working through the business
in areas of value chain profitability analysis, pricing
reviews, major input cost contract reviews, and
implementing improved trading terms with suppliers.
Included in the Consolidated Financial Statements for
the year ended 31 December 2021 is an independent
auditor’s report which includes an Emphasis of Matter
paragraph in relation to the existence of a material
uncertainty that may cast significant doubt about the
Group’s ability to continue as a going concern. For
further information, refer to Note 1 in the Financial
Statements, together with the auditor’s report.
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2022 OUTLOOK
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2022 OUTLOOK
The performance of the business in 2021 was
challenged by numerous factors both internal
and external. New management have identified
the need to enhance the shared service capability
and systems which will enable the business
to develop and grow TasFoods owned brands
through enhanced consumer insights, investment
in brand architecture and premiumisation, and
improved route to market capability which is
scalable as the business grows. Management will
be focussed on ensuring the Company has a solid
integrated operational centre of excellence to
allow both of our branded divisions to grow.
Going forward, TasFoods will be an integrated
business distributing premium, authentic brands
with a rich provincial story that consumers will
trust and love. Understanding the consumer and
meeting their needs will be at the heart of what
we do and we need to communicate our unique
story and attributes to them in a compelling way.
We have already made some fundamental changes
to our business that will establish the foundations
for profitable growth. We have employed our
first ever procurement specialist and in house IT
manager and expanded our sales team in both
Tasmania and the mainland. Understanding the
value chain and our cost base is critical to operate a
consumer products business and we have enhanced
our commercial capability in this area. We have
already removed unprofitable SKU’s, re-set pricing
in relevant categories and re-negotiated contracts
to provide favourable commercial outcomes.
A major initiative for 2022 is the implementation
of a TasFoods enterprise resource planning (ERP)
system. This will be operational by Q4 2022 and
will be critical in running a multi brand and channel
consumer products business. It will provide vital
information to ensure profitable decision making
whilst making TasFoods easier to do business with.
The ERP will provide the foundational support to
improve operational efficiencies, particularly in the
areas of logistics and manufacturing. TasFoods will
be able to operate as one integrated business for the
first time and it will help un-lock our true potential.
Growth in demand for online sales is anticipated to
continue and the plan to recruit an e-Commerce
manager in 2021 did not eventuate. We will fast-
track our growth platform online as we believe we
have a unique position from which to grow in this
channel with both our own brands along with the
ability to partner with other third-party premium
brands to offer a wider range of consumer solutions.
The Board endorsed an updated strategy in
January 2022 that will focus strongly on setting
the foundations of the business up for the future,
capitalising on our strength in Tasmania through
delivering a positive financial return, aggressively
expanding our interstate and on-line offerings
and being continuously aware of opportunities
in adjacent categories that fit with the strategy of
TasFoods premium authentic business. In order
to evaluate all opportunities presented, the Board
has endorsed a company first Capital Management
Framework that assesses all opportunities through
a lens of strategic alignment, financial return,
risk management and our capability to execute.
We believe that instilling this discipline into the
business will put TasFoods on the path to short
term profit and long term prosperity to bring to life
the vision to create the most reputable, sustainable
and authentic premium products collective.
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RISK
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RISK
TasFoods is committed to the effective management
of risk to reduce uncertainty in the Groups business
outcomes and to protect and enhance shareholder
value. There are various internal and external risks
that may have a material impact on the Groups future
financial performance and economic sustainability
The Company has a formalised Risk Management
Policy and Framework which operates across
the Group. The Policy provides high level
direction, establishes key principles and allocates
responsibilities to ensure TasFoods has an effective
and efficient system and process that will facilitate the
identification, assessment, evaluation and treatment
of risks in order to achieve strategic and performance
objectives.
A copy of the Risk Management Policy can be located
on the Company’s website at http://www.tasfoods.
com.au/corporate-governance/
During 2021 the Group complied with its Risk
Management Policy and Framework, ensuring all
risks were regularly reviewed and risk registers were
updated for new risks and changes to existing risk
profiles. Identified risks remain relatively stable, with
no expectation of increases or decreases in the
foreseeable future unless specifically noted below.
The material business risks which may have an effect
on the financial performance of the Group are:
SUPPLY RISK
Ensuring our input supply is secure,
stable and reliable
TasFoods is reliant on a number of key suppliers for
inputs such as hatchlings, milk, cream and chicken
feed. We have strong relationships and contracts with
our suppliers to ensure that quality, quantity and price
are stable. Where appropriate and able, TasFoods is
diversifying supply channels to reduce risk levels and
dependence on key suppliers.
PANDEMIC RISK
Ensuring the safety of our employees, contractors
and customers in a pandemic environment as well
as securing input supplies and managing the impact
of market volatility.
TasFoods operates on a number of different sites with
varying levels of pandemic impact risk. The Group has
developed site specific multi scenario pandemic plans
for each operational location that respond to updated
health, Government and industry advice as well as
emerging market conditions.
Each site plan prioritises the health and safety of
employees, site visitors and customers, follows
recommended advice from Government and Health
Officials relating to pandemic safety measures including;
• Removal of all non-essential employees from
sites to work from home;
• Non-essential visitors not permitted on
processing sites;
• Provision of relevant protective equipment
to employees;
• Temperature testing of employees;
• Payment of standard wages to all employees
awaiting COVID or other relevant test results;
• Pandemic/COVID-specific daily cleaning and
sanitation programs
• Additional staff facilities provided on large work sites
to allow for isolation of work groups;
• Identification of social and commuting groups
within the workforce to ensure employees likely to
have contact outside of work remain in contained
work groups.
TASFOODS ANNUAL REPORT 2021 2 5
RISK, CONT.
MARKET RISK
SAFETY RISK
Delivering on our customer promises and growing
our customer base
Ensuring our products are safe for customers
and our staff are safe at work
TasFoods has a number of large key customers and
the loss of one or more would have a detrimental
impact on the Group. TasFoods mitigates this
risk by investing in the quality of its relationships
with key customers, and ensuring we manufacture
product in accordance with our customer’s required
specification and standard. The Company continues
to grow and diversify its customer base. In addition,
TasFoods responds to changing customer compliance
requirements through the upgrading of its facilities
and operating processes. TasFoods has also
developed a point of difference in our products which
reduces the risk of substitution.
BIOSECURITY RISK
Minimising the risk of disease and infection
impacting our animals, manufacturing facilities and
inputs
Careful site management, biosecurity measures and
good animal husbandry and agricultural management
are used to manage TasFoods’ risk of exposure to
disease, infection and contamination. Significant
disease outbreaks may result in mass mortality of
livestock or loss of plants, having a significant impact
on saleable goods. Suppliers undergo an approval
process to ensure inputs comply with product
specifications. These are internally and where
appropriate externally audited and monitored for
compliance.
Food safety and workplace health and safety are
risks that must be managed by TasFoods at all times.
We have built strong quality and safety assurance
systems which are externally audited against relevant
standards., These systems are overseen by highly
skilled staff within a culture committed to food and
people safety. In addition, TasFoods holds relevant
insurances to further mitigate food safety and
workplace health and safety risks.
CLIMATE RISK
Minimising the risks to the business from a
changing climate that is contributing to increased
extreme weather events
TasFoods operations are geographically dispersed
across Northern Tasmania which mitigates the impact
of any one climatic influenced event on its production
capabilities. Business continuity plans have been
established for each business operation that include
policies and procedures to manage biological assets in
extreme weather events to minimise the risk of losses.
Investment in irrigation infrastructure across the
Tasmanian agricultural landscape provides surety of
crop for key inputs such as grain and dairy. Drought or
extreme weather events in other regions of Australia
may impact commodity pricing for inputs to TasFoods
operations.
TASFOODS ANNUAL REPORT 2021 2 6
TA S F O O D S A N N U A L R E P O R T 2 0 2 1
2 7
2 7
BOARD OF DIRECTORS
CRAIG TREASURE NON-EXECUTIVE CHAIR
Appointed Non-Executive Chair on 4 June 2020.
Craig has had over 35 years experience in business and property development. His most recent executive role
was as CEO and Managing Director of ASX listed Villa World Limited (VLW). He is an experienced ASX Director
and has had many roles in private and public sectors as a business owner and director. He is a Member of the
Australian Institute of Company Directors and a Fellow of the Urban Development Institute of Australia.
BEN SWAIN NON-EXECUTIVE DIRECTOR
Appointed Non-Executive Director on 4 June 2020.
Ben is a partner of Tasmanian law firm Murdoch Clarke. His practice areas include corporate advice,
transactional mergers and acquisitions, real property and private client matters. Ben is a director of
various Pty Ltd companies and trusts including the Elsie Cameron Foundation which has investment
in entities including TasFoods Limited. With a passion for Tasmania’s finest foods and produce
and the companies that grow and produce them, Ben gets great fulfilment from assisting, in his
professional capacity, various Tasmanian food and agriculture business to achieve their goals.
JOHN MURPHY INDEPENDENT DEPUTY CHAIR
Appointed Independent Non-Executive Director on 23 June 2021
Appointed Deputy Chair on 31 January 2022.
John has over 35 years’ experience in the Australian and International Beverage, Food, Fast Moving Consumer
Goods and Packaging Industries. He has held a range of leadership roles in large multinational organisations
including Managing Director of Coca-Cola Amatil Australia; the CEO of Visy Industries paper, packaging and
recycling business; and the Managing Director of Carlton & United Breweries Australian beer business after an
extensive career with the company. John has served on the boards of both public and private companies and
is currently the Chairman of Tribe Breweries (craft beverages) and a start-up founder of the Turner Stillhouse
craft distillery in Tasmania. John has previously served as Deputy Chairman of Bellamy’s Organic, Non Executive
Chairman of PFD Foods Australia and Chairman of the Lantern Hotel Group. He has also had a long association
with the Alannah & Madeline Foundation focused on keeping children safe today and into the future.
JOHN O’HARA INDEPENDENT NON-EXECUTIVE DIRECTOR
Appointed Independent Non-Executive Director on 23 June 2021.
John is a highly accomplished Executive and Non-Executive Director with a track record of substantive contribution
to strategic development and growth, cultural reform, value creation, building reputation and stakeholder
relationships. John’s Director experience spans across large private entities, corporations, and Not For Profit.
His executive roles have encompassed ASX organisations, Co-Operatives and large private companies with
national and international operations. John spent the last 18 years with Sunny Queen Australia, the last 8 as CEO
& Managing Director. Prior to that he has held Senior Executive roles in both Dairy Farmers Cooperative and
National Foods. He is currently the Chairman of Mulgowie Farming Company and Priestley’s Gourmet Delights and
Advisory Board Chair of Morgan’s Pastoral Company, Priestley’s Gourmet Delights and Simon George & Sons.
TA S F O O D S A N N U A L R E P O R T 2 0 2 1
TASFOODS ANNUAL REPORT 2021 2 8
EXECUTIVE TEAM
SCOTT HADLEY
CHIEF EXECUTIVE OFFICER
Appointed CEO in October 2021.
Scott is a proud Tasmanian with over 20 years experience in a range of companies in Australia building
premium brands, leading teams and developing go to market and supply chain organisations. Scott was
previously CEO of Asahi Beverages Alcohol Division and has held senior positions with TT-Line, Fosters
Group, GlaxoSmithKline and Cadbury. Scott is a member of the AICD, has an MBA (Executive) from
AGSM, completed the Senior Executive Programme at London Business School and is a CPA.
SHONA CROUCHER
CHIEF FINANCIAL OFFICER & COMPANY SECRETARY
Appointed CFO in October 2021.
Appointed Company Secretary in November 2021.
Shona is a Tasmanian and is an experienced professional. For the last 7 years, Shona has worked at Bellamy’s
Organic where she has held the roles of Chief Financial Officer, and Director of Finance and People. Prior
to these roles, Shona was a Director at KPMG (16 years experience) where she specialised in taxation,
corporate business advisory, and business valuation. Shona’s advisory experience covered a diverse
range of industry sectors including agriculture, manufacturing, and professional services. Shona holds
a Master of Applied Finance (Kaplan Professional), is a Fellow of the Taxation Institute of Australia, has a
Graduate Diploma of Financial Planning (Securities Institute of Australia), and is a member of the Institute
of Chartered Accountants Australia and New Zealand (CA ANZ). Shona has also completed the Emerging
CFO: Strategic Leadership Financial Program at the Stanford University Graduate School of Business.
TA S F O O D S A N N U A L R E P O R T 2 0 2 1
TASFOODS ANNUAL REPORT 2021 2 9
DIRECTORS’ REPORT
The Directors of TasFoods Limited (the Company) present the financial report on the Company and its controlled
entities (the Group) for the year ended 31 December 2021.
In order to comply with the provisions of the Corporations Act 2001, the Directors report as follows:
DIRECTORS
Craig Treasure
Experience and qualifications
Non-Executive Chair
Craig joined the Board on 4 June 2020 and was appointed by the
Board as Independent Non-Executive Chair on this date. During FY21
Craig joined the Board of substantial shareholder CVC Limited as
Executive Chairman. The TasFoods Board designated Craig a Non-
Independent Non-Executive Director and Chair on 31 January 2022.
Craig is a member of the Audit and Risk Committee and during FY21
was the Chair of the Nomination and Remuneration Committee.
Craig ceased to be the Chair of the Nomination and Remuneration
Committee on 31 January 2022, remaining as a member.
Craig has over 35 years’ experience in business and property
development. Craig’s most recent executive role was as CEO and
Managing Director of ASX listed Villa World Limited. Craig is an
experienced ASX Director and has had many roles in the public and
private sectors as a business owner and director. He is a member
of the Australian Institute of Company Directors and a Fellow of the
Urban Development Institute of Australia.
Other Directorships in listed entities:
CVC Limited
Former Directorships in listed entities in the last 3 years:
Villa World Limited; Eildon Capital Limited
Interest in shares and options:
721,861 Ordinary Shares
Ben Swain
Non-Executive Director
Experience and qualifications
Ben was appointed to the Board as a Non-Executive Director on 4
June 2020. Ben is a member of the Audit and Risk Committee and
the Nomination and Remuneration Committee.
Ben is a partner of Tasmanian law firm Murdoch Clarke. His
practice areas include corporate advice, transactional mergers and
acquisitions, real property and private client matters. Ben is a director
of various private companies and trusts including the Elsie Cameron
Foundation Pty Ltd which has an investment in entities including
TasFoods Limited. With a passion for Tasmania’s finest foods and
produce and the companies that grow and produce them, Ben gets
great fulfilment from assisting, in his professional capacity, various
Tasmanian food and agriculture business to achieve their goals.
Other Directorships in listed entities:
Former Directorships in listed entities in the last 3 years:
Nil
Nil
Interest in shares and options:
1,150,000 Ordinary Shares
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TASFOODS ANNUAL REPORT 2021 3 0
DIRECTORS’ REPORT, CONT.
DIRECTORS
John O’Hara
Experience and qualifications
Independent Non-Executive Director since 23 June 2021
John was appointed to the Board as an Independent Non-Executive
Director on 23 June 2021. During FY21 John was a member of both
the Audit and Risk Committee and the Nomination and Remuneration
Committee. John became the Chair of the Nomination and
Remuneration Committee on 31 January 2022.
John is a highly accomplished Executive and Non-Executive
Director with a track record of substantive contribution to strategic
development and growth, cultural reform, value creation, building
reputation and stakeholder relationships. John’s Director experience
spans across large private entities, corporations, and Not For Profit.
His executive roles have encompassed ASX organisations, Co-
Operatives and large private companies with national and international
operations. John spent the last 18 years with Sunny Queen Australia,
the last 8 as CEO & Managing Director. Prior to that he has held roles
in both Dairy Farmers Cooperative and National Foods. He is currently
the Chairman of Mulgowie Farming Company and Priestley’s Gourmet
Delights, and Advisory Board Chair of Morgan’s Pastoral Company,
Priestley’s Gourmet Delights, and Simon George & Sons.
Other Directorships in listed entities:
Former Directorships in listed entities in the last 3 years:
Interest in shares and options:
Nil
Nil
Nil
John Murphy
Experience and qualifications
Independent Non-Executive Director since 23 June 2021.
John became the Deputy Chair on 31 January 2022.
John was appointed to the Board as an Independent Non-Executive
Director on 23 June 2021. John is the Chair of the Audit and Risk
Committee and a member of the Nomination and Remuneration
Committee.
John has over 35 years’ experience in the Australian and International
Beverage, Food, Fast Moving Consumer Goods and Packaging
Industries. He has held a range of leadership roles in large
multinational organisations including Managing Director of Coca-
Cola Amatil Australia; the CEO of Visy Industries paper, packaging
and recycling business; and the Managing Director of Carlton &
United Breweries Australian beer business after an extensive career
with the company. John has served on the boards of both public and
private companies most recently as Non-Executive Chairman of PFD
Foods and Deputy Chairman of Bellamy’s Organic and is currently the
Chairman of Tribe Breweries (craft beverages) and a start-up founder
of the Turner Stillhouse craft distillery in Tasmania.
Other Directorships in listed entities:
Former Directorships in listed entities in the last 3 years:
Interest in shares and options:
Nil
Nil
Nil
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DIRECTORS’ REPORT, CONT.
DIRECTORS
Jane Bennett
Experience and qualifications
Chief Executive Officer (CEO) and Managing Director
until 1 October 2021.
Jane joined the Company in September 2015, and became the
CEO and Managing Director on 18 February 2016 until she resigned
effective 1 October 2021.
Jane has extensive experience in the premium branded food industry
in Tasmania, including as the former Managing Director of Ashgrove
Cheese, one of Australia’s leading premium dairy brands. Jane
also chaired the Tasmanian Food Industry Council for 8 years and
was a board member of the Brand Tasmania Council for 10 years.
Jane spent 4 years working as a non-executive director in a diverse
portfolio of companies including the CSIRO, Australian Broadcasting
Corporation and Tasmanian Ports Corporation. Jane is a fellow of the
Australian Institute of Company Directors.
Other Directorships in listed entities:
Former Directorships in listed entities in the last 3 years:
Nil
Nil
Roger McBain
Independent Non-Executive Director until 22 June 2021
Experience and qualifications
Roger joined the Board as an Executive Director on 3 September
2015 and transitioned to a Non-Executive Director role on 1 July 2016,
until he resigned effective 22 June 2021. Roger was the Chair of the
Audit and Risk Committee and a member of the Nomination and
Remuneration Committee.
Roger led a Tasmanian based Chartered Accounting firm as a partner
for 25 years ultimately leading the successfully merging of the practice
into Deloitte in 2010 and continued as partner in Deloitte Private
until June 2015. With particular expertise in FMCG, agribusiness and
mining services, he delivered strong results to the Tasmanian practice.
Other Directorships in listed entities:
Former Directorships in listed entities in the last 3 years:
Nil
Nil
Interest in shares and options:
741,026 Ordinary Shares (at the time of resignation)
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DIRECTORS’ REPORT, CONT.
COMPANY SECRETARY
Shona Croucher
Experience and qualifications
Company Secretary and Chief Financial Officer
Shona joined the Company as Chief Financial Officer on 25 October
2021. She was appointed as Company Secretary on 26 November
2021.
Shona is an experienced finance professional. Previously Shona has
worked at Bellamy’s Organic where she has held the roles of Chief
Financial Officer and Director of Finance and People. Prior to this role,
Shona was a Director at KPMG where she specialised in taxation,
corporate business advisory, and business valuation. Shona holds
a Master of Applied Finance (Kaplan Professional), is a Fellow of the
Taxation Institute of Australia, has a Graduate Diploma of Financial
Planning (Securities Institute of Australia), and is a member of the
Institute of Chartered Accountants Australia and New Zealand (CA
ANZ).
Marta Button
Company Secretary until 26 November 2021
Experience and qualifications
Marta joined TasFoods on 12 April 2021 until 26 November 2021
Marta is an experienced governance, investor relations and financial
strategy professional, with over 15 years’ experience in ASX listed
organisations. Marta holds a Masters in Applied Finance and is a
Chartered Secretary. She is currently the Company Secretary for a
number of Not-For-Profit Organisations.
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DIRECTORS’ REPORT, CONT.
MEETING OF DIRECTORS
The following table sets out the number of meetings of the Company’s Directors during the year ended 31 December
2021 and the number of meetings attended by each Director during that time. Board Meetings were held in addition to
the Company’s Annual General Meeting held on 20 May 2021.
Director
Board Meeting
Audit And Risk Committee
Nomination & Remuneration
Committee
C Treasure1
B Swain1
J O’Hara2
J Murphy2
R McBain3
J Bennett4,5
Held during
time on Board
Attended
Held during
time on Board
Attended
Held during
time on Board
Attended
14
14
8
8
6
10
14
14
8
8
6
10
6
6
2
2
4
6
6
6
2
2
4
6
4
4
0
0
4
4
4
4
0
0
4
4
1Mr Treasure and Mr Swain were on the Board for the entire financial year.
2Mr O’Hara and Mr Murphy joined the Board on 23 June 2021.
3Mr McBain resigned from the Board effective 22 June 2021.
4Ms Bennett resigned from the Board effective 1 October 2021.
5 Ms Bennett was not a member of the Audit and Risk Committee or the Nomination and Remuneration Committee however attended the meetings as an invitee.
PRINCIPAL ACTIVITIES
The principal activities of the Group are the processing, manufacture and sale of Tasmanian-made food products.
OPERATING RESULTS AND FINANCIAL POSITION
A comprehensive review of operations is set out in Operating and Financial Review section of this Annual Report.
SIGNIFICANT CHANGE IN STATE OF AFFAIRS
There were no significant changes in the state of affairs of the Group during the financial year, other than those outlined
in the Operating and Financial Review.
AFTER BALANCE DATE EVENTS
There are no matters or circumstances that have arisen since 31 December 2021, which have significantly affected the
Group’s operations, results or state of affairs, or may do so in future years.
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DIRECTORS’ REPORT, CONT.
REMUNERATION REPORT (AUDITED)
Dear Shareholder
On behalf of the Board, I am pleased to present the Remuneration Report for the financial year ended 31 December
2021, outlining the nature and amount of remuneration for Tasfood’s Non-Executive Directors and other Key
Management Personnel (“KMP”).
TasFood’s remuneration strategy is designed to be responsible and sufficiently competitive to attract and retain valued
executives and directors who create value for shareholders whilst maintaining alignment with the short term and long
term objectives of the Company. In June 2021 Tasfoods appointed two new Non-Executive Directors, John Murphy
and John O’Hara. Both appointments strengthen the Board’s diversity and depth. During 2H21 Tasfoods appointed
Scott Hadley as Chief Executive Officer and Shona Croucher as Chief Financial Officer. Whilst 2H21 has been a period
of significant leadership change for the business, a continued focus of the business is to continue to build the leadership
team to support sustainable business growth and strategic initiatives.
The Nominations and Remuneration Committee has engaged independent remuneration experts late in FY21 to
conduct executive benchmarking and also to assist with the development of the new short term and long term incentive
plans which improve strategy alignment and support sustainability of returns for shareholders. It is especially important
that any reward for executives under the long-term incentive plan is clearly linked to business performance and our
shareholders’ expectations. Furthermore, the remuneration consultants are being used to ensure alignment between
the Company’s remuneration practices and best-practices evident in the market, while being tailored to the Company’s
circumstances. The Board will, over the course of FY22, consider what further improvements to remuneration
governance, policies, procedures and practices could be made, implement them, provide updates and respond to
feedback in future Remuneration Reports.
We look forward to your comments, and support for remuneration related resolutions, at the upcoming AGM.
On behalf of the Committee, I recommend the Report to you.
Yours sincerely,
John O’Hara
Chair – Remuneration and Nomination Committee
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DIRECTORS’ REPORT, CONT.
REMUNERATION REPORT (AUDITED)
The Directors of TasFoods Limited present the Remuneration Report for the Company and its controlled entities for the
financial year ended 31 December 2021, prepared in accordance with the requirements of the Corporations Act 2001
and its regulations.
This report outlines the remuneration arrangements in place for the Key Management Personnel (KMP) of the Group,
which comprises all Directors (executive and non-executive) and those other members of the TasFoods Executive who
have authority and responsibility for planning, directing and controlling the activities of the Group.
In 2021 the Company’s main activity related to developing Tasmanian branded food businesses (including Nichols
Poultry, Betta Milk, Meander Valley Dairy, Pyengana Dairy and Shima Wasabi), therefore, the details of KMP
remuneration for 2021 relate to those activities and the current remuneration structure.
This report has been prepared in accordance with section 300A of the Corporations Act 2001.
The Report has been set out as follows:
1. Key management personnel
2. Role of the Nomination and Remuneration Committee
3. Engagement of remuneration consultants
4. Remuneration strategy and framework
4.1. Executive remuneration schedule
4.2. Remuneration mix and linking pay to performance
4.3. 2021 fixed remuneration
4.4. 2021 short-term incentive arrangements
4.5. 2021 long-term incentive arrangements
4.6. KMPs 2021 short-term incentive arrangement results
4.7. Company financial performance
5. Executive contracts
6. Non-executive directors’ remuneration structure
6.1. Current fee levels and fee pool
7. Restrictions on long-term incentive plan shares prior to vesting
8. Remuneration tables – Directors and KMP executives
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DIRECTORS’ REPORT, CONT.
1. KEY MANAGEMENT PERSONNEL
The term Key Management Personnel refers to those persons having the authority and responsibility for planning,
directing and controlling the activities of the Consolidated entity, directly or indirectly, and includes any director of
the Group (whether executive or otherwise).
The KMP of TasFoods for the year ended 31 December 2021 were:
Current Non-Executive Directors
Role
Appointment Date
Craig Treasure
Ben Swain
John O’Hara
John Murphy
Non-Executive Chair
Non-Executive Director
Non-Executive Director
Non-Executive Director
Former Executive and Non-Executive Directors
Role
Roger McBain
Non-Executive Director
Current KMP Executives
Role
Scott Hadley
Shona Croucher
Chief Executive Officer
Chief Financial Officer
Former KMP Executives
Role
4 June 2020
4 June 2020
23 June 2021
23 June 2021
End Date
22 June 2021
Appointment Date
1 October 2021
25 October 2021
End Date
Jane Bennett
Donna Wilson
Chief Executive Officer
30 September 2021
Chief Financial Officer
24 October 2021
2. ROLE OF THE NOMINATION AND REMUNERATION COMMITTEE
The Committee has the responsibility for proposing candidates for consideration by the Board to fill casual
vacancies or additions to the Board and for devising criteria for Board membership and for reviewing membership
of the Board, including:
• Assessment of necessary and desirable competencies of Board members;
• Review of Board succession plans to maintain an appropriate balance of skills, experience and expertise;
• As requested by the Board, evaluation of the Board’s performance and, as appropriate, developing and
implementing a plan for identifying, assessing and enhancing Director competencies; and
• Recommendations for the appointment or replacement of Directors.
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DIRECTORS’ REPORT, CONT.
2. ROLE OF THE NOMINATION AND REMUNERATION COMMITTEE, CONTINUED.
Additional responsibilities of the Committee include reviewing and reporting to the Board on:
• Remuneration arrangements for the directors and senior executives of the Company (including, without limitation,
incentive, equity and other benefit plans and service contracts) to ensure remuneration suitably motivates
executives to pursue the success of the Company through the identification and profitable integration of growth
opportunities;
• The review of the Audited Remuneration Report to be included in the annual report;
• Remuneration policies and practices for the Company generally;
• Superannuation arrangements;
• Board remuneration; and
• Such other matters as the Board may refer to the Committee from time to time.
3. ENGAGEMENT OF REMUNERATION CONSULTANTS
The Nomination and Remuneration Committee periodically engages independent external consultants to advise
and assess KMP remuneration arrangements. During 2021 Mercer Consulting Australia Pty Ltd (Mercer) was
engaged to provide the valuation of rights to senior executives (issued under the existing LTI Plan), but did not
provide any recommendations on the participants, quantum for participants, or the hurdles.
In November 2021, the Remuneration Committee engaged Godfrey Remuneration Group Pty Ltd (GRG) to review
its existing remuneration policies and to provide recommendations on executive short-term and long-term incentive
plan design. GRG was paid $60,000 for these services.
GRG have confirmed that any remuneration recommendations have been made free from undue influence by
members of the group’s key management personnel.
The following arrangements were made to ensure that the remuneration recommendations were free from undue
influence:
• GRG was engaged by, and reported directly to, the chair of the remuneration committee. The agreement for the
provision of remuneration consulting services was executed by the chair of the remuneration committee under
delegated authority on behalf of the board.
• The report containing the remuneration recommendations was provided by GRG directly to the chair of the
remuneration committee; and
• GRG was permitted to speak to management throughout the engagement to understand company processes,
practices and other business issues and obtain management perspectives. However, GRG was not permitted to
provide any member of management with a copy of their draft or final report that contained the remuneration
recommendations.
As a consequence, the board is satisfied that the recommendations were made free from undue influence from any
members of the key management personnel.
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DIRECTORS’ REPORT, CONT.
4. REMUNERATION STRATEGY AND FRAMEWORK
The remuneration strategy sets the direction for the remuneration framework and drives the design and application
of remuneration policies for executives of TasFoods (including KMP).
TasFoods remuneration strategy and framework aims to attract and retain the best available people to run and
manage TasFoods and align their interests with our shareholders. The Board is committed to having a remuneration
strategy and framework that rewards, motivates, and retains executives, to achieve our business objectives and
deliver shareholder returns.
TasFoods seeks to create alignment between the interests of its executives and shareholders. In the case of
executives, by providing a fixed remuneration component together with specific short-term and long-term
incentives based on key performance areas affecting TasFoods financial results.
In the case of non-executive directors, their remuneration does not contain performance-based or ‘at risk’
components. Non-executive directors are paid fees and are encouraged to hold shares in TasFoods.
4.1. Executive remuneration structure
The performance of the Company depends upon the quality of its executives. To prosper, the Company must
attract, motivate and retain highly skilled executives. To that end, the Company embodies the following principles in
its remuneration framework:
• Provide competitive rewards to attract high calibre executives;
• Focus on creating sustained shareholder value;
• Place a portion of executive remuneration at risk by linking reward with the strategic goals and performance
of the Company;
• Differentiate individual rewards commensurate with contribution to overall results and according to individual
accountability, performance and potential; and
• Ensure total remuneration is competitive by market standards.
Executives’ total remuneration package may be comprised of the following elements:
• Total Fixed Remuneration (base salary and superannuation)
• At-Risk Remuneration:
- Short-Term Incentive (STI)
- Long-Term Incentive (LTI)
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DIRECTORS’ REPORT, CONT.
4. REMUNERATION STRATEGY AND FRAMEWORK, CONTINUED.
4.1. Executive remuneration structure, continued.
Performance Condition
Remuneration Strategy/ Performance Link
Total Fixed
Remuneration (TFR)
• salary
• statutory
superannuation
Executive remuneration levels are market-aligned by
comparison to similar roles in ASX-listed companies
that have comparable market capitalisation,
revenues, and financial metrics relevant to the
executive’s role, executive’s knowledge, skills and
experience, and individual performance.
Fixed remuneration is set to attract, motivate
and retain executives to ensure they can deliver
on TasFoods business strategy and contribute to
the TasFoods ongoing financial performance.
Short Term
Incentive (STI)
Annual incentive
opportunity
delivered in cash
Performance is measured against:
• Financial Group performance (i.e. sales revenue,
gross profit margin and EBITDA); and
• Non-Financial KPIs (i.e. WH&S (LTIFR)).
The STI plan applies more broadly beyond the KMP and
KPI’s vary depending on the executive’s level and role.
The STI plan is designed to encourage and reward
high performance and for this reason it places a
significant proportion of the executives’ remuneration
at-risk against targets linked to the Company’s
annual performance objectives and therefore
supports the alignment between the interests of
the executive, TasFoods and our shareholders.
Non-Financial KPIs also vary and depend on the
executive’s individual role and responsibilities.
Details of the specific measures and results
for 2021 can be found in section 4.6.
Long Term
Incentive (LTI)
LTI awards for the 2021 grants were provided under
the LTIP approved by shareholders at the 2017 AGM.
An award of rights
with performance
assessed over 3 years
A three-year performance period provides a reasonable
period to align reward with shareholder return and
also acts as a vehicle to help retain the KMP, align the
business planning cycle, and provide sufficient time
for the longer-term performance to be achieved.
Due to the importance that the Board places on an
improvement in share price a single measure based on
share price growth was chosen for the 2021 grant.
A combination of financial and non-financial
KPIs are used because the Board believes that
there should be a balance between short term
financial measures and more strategic non-
financial measures which in the medium to longer
term will support the growth of TasFoods.
The Board believes the STI provides the right measures
and appropriately challenging targets for participants.
The purpose of the LTI is to focus the executives’
efforts on the achievement of sustainable
long-term shareholder value creation and the
long-term financial success of TasFoods.
The provision of LTIP awards via performance rights
for ordinary shares in TasFoods encourages long-term
share exposure for the executives and, therefore, aligns
the long-term interests of executives and shareholders.
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DIRECTORS’ REPORT, CONT.
4. REMUNERATION STRATEGY AND FRAMEWORK, CONTINUED.
4.2. Remuneration mix and linking pay to performance
The Board recognises that each executive needs a significant portion of their remuneration to be at-risk and be
linked to TasFoods annual business objectives and actual performance.
Remuneration is linked to performance by:
• Requiring a proportion of the executives’ remuneration to vary with the short-term and long-term
performance of TasFoods;
• Setting clear expectations on target and stretch performance objectives required for STI payments to ensure
quality results; and
• Assessment of long-term performance through multiple measures to provide a complete picture of TasFoods
performance and the increase in shareholder value.
In addition, STI and LTI outcomes are not driven by a purely formulaic approach. The Nomination and
Remuneration Committee holds discretion to determine that awards are not to be provided or vested in
circumstances where it would be inappropriate or would provide unintended outcomes.
The relative weighting of fixed and variable components for target performance is set according to the scope of the
executive’s role. For the KMP the ‘at risk’ components for 2021 were as follows:
TFR
Short Term
Incentive
(At-Target)1
Short Term
Incentive
(Stretch)2
Long Term
Incentive
(Target
Opportunity)3
Long Term
Incentive
(Maximum
Opportunity)
Current KMP Executives
Scott Hadley
Shona Croucher
Former KMP Executives
Jane Bennett
Donna Wilson
$450,000
$280,000
$264,000
$220,000
50.0%
25.0%
30.0%
25.0%
62.5%
31.3%
37.5%
31.3%
70.0%
50.0%
20.0%
17.5%
140.0%
100.0%
40.0%
35.0%
1. The short-term incentive is the total payment at-target as a % of TFR
2. KMP executives’ STIs have a stretch component that is designed to encourage above at-target performance as a % of TFR.
3. The long-term incentive refers to the value, of any grant as a % of TFR.
TASFOODS ANNUAL REPORT 2021 4 1
DIRECTORS’ REPORT, CONT.
4. REMUNERATION STRATEGY AND FRAMEWORK, CONTINUED.
4.2. Remuneration mix and linking pay to performance, continued.
32%
23%
45%
TFR
STI
LTI
29%
14%
57%
TFR
STI
LTI
Scott Hadley
Shona Croucher
4.3. 2021 fixed remuneration
TasFoods uses a total fixed remuneration (base salary and superannuation) for the purposes of calculating STI
and/or LTI amounts.
Details of KMP executives’ total fixed remuneration for the year ended 31 December 2021 (and 31 December 2020)
can be found in the ‘Remuneration Tables’ section of this report.
4.4. 2021 short-term incentive arrangements
The TasFoods Short Term Incentive Plan (STIP) rewards the CEO and those executives reporting to the CEO
(including the KMP executives) for performance against a pre-determined scorecard of measures linked to
TasFoods short-term business performance (12 months) and individual performance. The specific performance
measures may vary from year to year depending on the business’s objectives but are chosen on the basis that they
will increase financial performance, market share and shareholder returns.
The relative weighting of fixed and variable components for target performance is set according to the scope of the
executive’s role.
The key performance indicators and other targets against which performance can be measured for determining the
proportion of ‘at-risk’ remuneration, are generally as follows:
• Financial – actual results compared to budgeted results for items including EBITDA, Sales Revenue, and Gross
Profit Margin.
• Business growth – NPAT, earnings per share, price earnings ratio, new order value, acquisitions and new
customers.
• Business management – cash generation, capital management, number of days sales outstanding in debtors,
inventory turnover, cost/revenue ratios, and staff utilisation.
• Strategy – development, approval, implementation, and achievement.
• People – Workplace Health and Safety (LTIFR).
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DIRECTORS’ REPORT, CONT.
4. REMUNERATION STRATEGY AND FRAMEWORK, CONTINUED.
4.4. 2021 short-term incentive arrangements, continued.
Performance for each measure is assessed on a range from Target to Stretch. Stretch is set by the Board for
each measure at a level that ensures maximum STI is payable only where performance has truly and substantially
exceeded expectations.
Details of the STI performance measures and targets for 2021 are set out in section 4.6.
4.5. 2021 long-term incentive arrangements
Executive remuneration is determined by the Board, having consideration to relevant market practices and
the circumstances of the Company on an annual basis. It is the view of the Board that it is in the interests of
Shareholders for selected Executives (the Participants) to receive part of their total remuneration package (TRP)
in the form of at-risk equity that will vest based on performance against indicators that are linked to Shareholder
benefit (refer to details in respect of the Vesting Conditions following) during a defined Measurement Period.
This is also considered best practice with regards to evident market practices. It should therefore be considered
appropriate to provide some equity-based remuneration to Executives of the Company instead of cash only.
The TasFoods Limited Rights Plan (TFLRP) was designed to form a significant component of at-risk remuneration
and to create alignment between Shareholder value creation and the remuneration of selected Executives.
Grants under the TFLRP will facilitate the Company providing appropriate, competitive and performance-linked
remuneration to its Executives. The Board seeks to ensure that grants to Executives are made at a level that will
appropriately position their TRPs in the market, in accordance with the Company’s remuneration policies.
The key elements of the LTI plan are:
Participants: the CEO, executive KMP, and provision for additional participants but noting that the terms of their
grants may be varied as considered appropriate by the Board.
Instrument: The TFLRP uses Rights which are an entitlement to the value of a Share which may be settled either
in the form of cash or a Share/Restricted Share (a Share which is subject to disposal restrictions). Generally, it is
expected that vested Rights will be satisfied in Restricted Shares.
Maximum number of Performance Rights: The maximum number of Performance Rights is calculated by
multiplying the total fixed remuneration (TFR) of the Participant at the beginning of the financial year by the
maximum LTI % and then dividing that figure by a 10-day volume weighted average share price (VWAP) related to
the time of calculation. The VWAP used to calculate the maximum number of performance rights for 2021 was
$0.123 cents based on the share price over a 10-day period (to 15 February 2021).
Measurement Period: The Measurement Period is the three financial years from 1 January 2021
to 31 December 2023.
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DIRECTORS’ REPORT, CONT.
4. REMUNERATION STRATEGY AND FRAMEWORK, CONTINUED.
4.5. 2021 long-term incentive arrangements, continued.
Vesting Conditions: In order for Performance Rights to vest, the Participant must remain employed by
the Company during the Measurement Period (except in the case of a “Good Leaver”) and the performance
conditions must be satisfied. The performance condition in relation to the 2021 grant of Performance Rights
is Share Price growth, with the vesting percentages (of the grant/stretch/maximum level of LTI) to be determined
by the following scale:
Performance Level
TFL Share Price
% of the Grant/Stretch /Maximum Vesting
>Stretch
Stretch
Between Target and Stretch
Target
>$0.32
$0.32
>$0.27, < $0.32
$0.27
100%
100%
Pro-rata
50%
The targets for share price growth are based on a starting share price of $0.20 (being the weighted average share
price of all capital raisings undertaken by the Company since 2016) which is a Compound Annual Growth Rate
(CAGR) from December 2020 of 10.0% to achieve ‘target’ share price and a CAGR of 30.0% to achieve ‘stretch’
share price; noting that the share price at the beginning of 2021 was lower than the weighted average capital raise
price, using the VWAP of $0.123 cents as a base, a CAGR of 30.0% over the years 2021 to 2023 is required to
achieve ‘target’ share price and a CAGR of 37.5% is required to achieve ‘stretch’ share price.
Share Price will be determined by a ten trading day VWAP ending on the date that is the end of the Measurement
Period (see above). Details of the performance rights allocated to KMP can be found in Table D of section 8 following.
Retesting: Retesting is not permitted under the proposed terms of the Invitations.
Exercise Price: No amount will be payable by the Participant to exercise a Performance Right that has vested.
Cessation of Employment: Unless the Board determines otherwise, if a TFLRP Participant ceases employment and
is classified as a “Bad Leaver” (dismissal for cause, termination for poor performance or otherwise as determined
by the Board), all unvested Performance Rights held by the Participant will lapse. Unless the Board determines
otherwise, if a Participant ceases employment for any other reason, including by reason of death, disability,
redundancy or retirement (“Good Leaver”), Performance Rights that were granted to the Participant during the
financial year in which the termination occurred will be forfeited in the same proportion as the remainder of
the financial year bears to the full year. All remaining Performance Rights for which Vesting Conditions have not
been satisfied as at the date of cessation of employment will then remain “on foot”, subject to the original Vesting
Conditions. In the circumstances of any termination, any Restricted Shares that flow from the exercising of the
Rights would cease to be subject to disposal restrictions unless otherwise specified in the Invitation.
4.6. KMPs 2021 short-term incentive arrangement results.
The measures and targets for the 2021 STI were set by the Board in February 2021 and were based on the priorities
for 2021. The key performance indicators were based upon stretch targets, with operating EBITDA set as a hurdle
requirement for payment of the 2021 STI.
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DIRECTORS’ REPORT, CONT.
4. REMUNERATION STRATEGY AND FRAMEWORK, CONTINUED.
4.6. KMPs 2021 short-term incentive arrangement results, continued.
The following table shows the Company’s 2021 STI performance measures and weightings as applied to KMP.
Performance Measure
Description
Weighting
Comment
Sales Revenue
Statutory gross sales revenue
Gross Profit Margin
Statutory gross profit margin excluding
biological asset movements
Operating EBITDA
WHS - Lost time injury
frequency rate (LTIFR)
Statutory EBITDA adjusted for
acquisition costs, capital raising
costs and incentive payments
LTIFR are the number of lost time
injuries within a given year relative to
the total number of hours worked in
the same period multiplied by 1 million
4.7. Company financial performance
20%
20%
40%
20%
Growth in sales revenue is key to improved
performance and sustainability of the Group
The gross profit margin is seen as a
key outcome of sales effectiveness
and operational efficiency
EBITDA is seen as a key factor of trading
performance and operational sustainability.
Operating EBITDA is a hurdle
requirement for STI payments
Employees are a key asset to TasFoods and
their safety is paramount. A reduction in the
LTIFR is a key outcome of the WHS program
The following table shows the relationship between KMP executives’ at-risk remuneration and TasFoods overall
financial performance:
Financial Year Ended 31 December
2021
2020
2019
2018
Revenue ($000)
$69,441
$67,436
$51,105
$38,920
2017
$31,112
Net (loss)/profit before tax ($'000)
($10,741)
($7,709)
($3,202)
($2,273)
($6,639)
Net (loss)/profit after tax ($'000)
($10,741)
($6,407)
($3,459)
($1,358)
($6,808)
Share price at start of year
Share price at end of year
Share price growth
Dividends
Basic (loss)/earnings per share (cents)
Diluted (loss)/earnings per share (cents)
Average STI payout as a % at-target
for eligible KMP executives
$0.120
$0.105
-12.50%
$0.00
(3.05)
(3.05)
0%
$0.120
$0.120
0.00%
$0.00
(2.56)
(2.56)
N/A
$0.135
$0.120
-11.11%
$0.00
(1.48)
(1.48)
0%
$0.190
$0.135
-28.95%
$0.00
(0.67)
(0.67)
$0.180
$0.190
5.56%
$0.00
(4.14)
(4.14)
0%
20%
The average STI payout as a % of the at-target for eligible KMP executives for FY21 was 0% as the EBITDA hurdle was not met.
The EBITDA hurdle was also the gate for all non-financial STI awards.
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4 5
DIRECTORS’ REPORT, CONT.
5. EXECUTIVE CONTRACTS
The remuneration and other terms of employment for the executives are covered in formal employment contracts
that have no fixed terms. TasFoods may terminate an executive immediately for cause, in which case the executive
is not entitled to any payment other than the value of total fixed remuneration (and accrued entitlements) up to the
termination date.
Name
KMP Executives
Notice Period
by TasFoods
Notice Period
by Executive
Termination / Redundancy Payment
Scott Hadley
6 months
6 months
Shona Croucher
6 months
6 months
Sign on agreement with CEO
"The Company has discretion to make a payment in lieu of all or part of
the notice period.
If the CEO’s employment is terminated in circumstances where there has
been a fundamental change to his role, or if he is made redundant then
he is entitled to a severance payment equivalent to 12 months’ salary."
"The Company has discretion to make a payment in lieu of all or part of
the notice period.
If the CFO’s employment is terminated in circumstances where there has
been a fundamental change to her role, or if she is made redundant then
she is entitled to a severance payment equivalent to 12 months’ salary."
A sign on agreement was made with the new CEO, Scott Hadley, as part of his employment contract regarding the
grant of 5,000,000 options.
The terms of the sign on agreement are as follows:
• Instrument – Share options to be granted, subject to receiving any required shareholder approval for the grant;
• Maximum number of options to be granted – 5,000,000
• Vesting period – 50% may be exercised after 3 years service so long as the employee remains CEO of TasFoods
Limited. The remaining 50% may be exercised after 4 years service so long as the employee remains CEO of
TasFoods Limited;
• Exercise price - $0.10 per share
• Grant date – 27 August 2021
• Other conditions – if for any reason the share options are not granted to the employee, the Company
will instead pay to the employee an amount of $500,000 as follows:
1. 50% after the employee completes 3 years service, so long as the employee remains CEO
of TasFoods Limited.
50% after the employee completes 4 years service, so long as the employee remains CEO
of TasFoods Limited.
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4 6
DIRECTORS’ REPORT, CONT.
6. NON-EXECUTIVE DIRECTORS’ REMUNERATION STRUCTURE
TasFoods remuneration policy for executive and non-executive directors aims to ensure that TasFoods can attract
and retain suitably qualified and experienced directors having regard to:
• the level of fees paid to executive and non-executive directors of other comparable Australian listed companies;
• the growing size and complexity of TasFoods operations;
• the responsibilities and work requirements of Board members; and
• the skills and diversity of Board members.
6.1. Current fee levels and pool
Within the aggregate amount of $400,000, non-executive director and the former Executive Chair’s directors’ fees
are reviewed periodically and determined by the Nomination and Remuneration Committee and the Board with
reference to other ASX-listed companies that have comparable market capitalisation.
A review of NED fees was undertaken in November 2017, based on the benchmark data of a market capitalisation
comparator group. During the 2021 financial year non-executive and the former Executive Chair’s directors’ fees
(inclusive of superannuation) were:
Director
Craig Treasure
Ben Swain
John O'Hara
John Murphy
Former Directors
Roger McBain
Base Fee
Committee Chair Fee
Total
70,000
45,000
45,000
45,000
45,000
-
-
-
-
-
70,000
45,000
45,000
45,000
45,000
Directors may also be reimbursed for travel and other expenses incurred in attending to TasFoods affairs.
A non-executive director may be paid such additional or special remuneration as the Board decides is appropriate
where a director performs extra work or services. No fees were paid during 2021 as additional or special remuneration.
There are no retirement benefit schemes for directors other than statutory superannuation contributions, and
executive chair and non-executive directors’ remuneration must not include a commission on, or a percentage of,
the profits or income of TasFoods.
7. RESTRICTIONS ON LTIP SHARES PRIOR TO VESTING
The Company prohibits executives from entering into arrangements to protect the value of unvested Long-Term
Incentive awards. This includes entering into contracts to hedge their exposure to performance rights over shares
granted as part of their remuneration package. Adherence to this policy is monitored informally on an annual basis
where such awards exist by the Nomination and Remuneration Committee requesting confirmation from each of
the executives that no such activity has occurred.
The Company treats compliance with this policy as a serious issue and takes appropriate measures to ensure
policy adherence.
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DIRECTORS’ REPORT, CONT.
8. REMUNERATION TABLES – DIRECTORS AND KMP EXECUTIVES
Details of the nature and amount of each element of the remuneration and shareholdings
of the KMP of the consolidated entity are set out in the following tables.
Table A: Remuneration for KMP for the year ended 31 December 2021
Short Term Employee Benefits
Post-employment Benefits
Share Based Payments
Year
Salary/
Fees
STI
Payment
Non-
monetary
benefits
Movement
in Employee
Entitlements
Superannuation
Long term
employment
benefits
Shares
Performance
Rights/
Options
Total
Performance
Related %
Current
Non-Executive
Directors
$
Craig Treasure
2021
63,955
2020
35,641
Ben Swain
2021
41,114
2020
22,912
John O'Hara1
2021
23,548
2020
John Murphy1
2021
21,519
2020
Former
Executive
Chair and
Non-executive
Directors
Roger McBain
2021
19,478
2020
43,695
Current KMP
Executives
$
-
-
-
-
-
-
Scott Hadley2
2021
108,248
-
2020
Shona Croucher3
2021
49,314
-
2020
Former KMP
Executives
Jane Bennett2
2021
368,244
2020
239,581
Donna Wilson3
2021
227,418
2020
201,039
-
-
-
-
$
-
-
-
-
-
-
-
-
-
-
-
-
$
-
-
-
-
$
6,317
3,386
4,061
2,177
-
Not applicable
2,152
Not applicable
-
-
1,850
4,151
7,065
5,983
Not applicable
3,034
4,532
Not applicable
13,561
14,150
14,142
12,191
36,266
22,975
20,636
19,146
$
-
-
-
-
-
-
-
-
-
-
-
-
-
$
-
-
-
-
-
$
-
-
-
-
-
$
70,272
39,027
45,175
25,089
23,548
%
0%
0%
0%
0%
0%
23,671
0%
-
-
-
-
21,328
47,846
0%
0%
-
36,650
157,946
0%
-
-
56,880
0%
-
-
-
-
10,681
428,752
9,945
286,651
7,640
269,836
6,608
238,984
0%
0%
0%
0%
1 John O’Hara and John Murphy were appointed to the Board on 23 June 2021.
2 Jane Bennett ceased employment with the Company on 30 September 2021 and Scott Hadley commenced employment on 1 October 2021. The salary payments to Jane Bennett for 2021
include a termination payment of $132,000.
3 Donna Wilson ceased employment with the Company on 12 November 2021 and ceased being a KMP on 24 October 2021. Shona Croucher commenced employment on 25 October 2021.
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4 8
DIRECTORS’ REPORT, CONT.
8. REMUNERATION TABLES – DIRECTORS AND KMP EXECUTIVES, CONTINUED.
Table B: Shareholdings
Current Non-Executive
Directors
Craig Treasure
Ben Swain
John O'Hara
John Murphy
Former Executive Chair and
Non-executive Directors
Roger McBain
Current KMP Executives
Scott Hadley
Shona Croucher
Former KMP Executives
Jane Bennett1
Donna Wilson1
Year
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
Shares
held at
Start of Year
No.
721,861
-
1,150,000
-
-
-
3,271,026
2,844,370
-
-
-
-
3,309,087
2,877,466
-
-
Issued as
Remuneration
Share Buyback
Net other
changes
Shares
held at
End of Year
No.
721,861
721,861
-
721,861
-
1,150,000
1,150,000
1,150,000
-
-
-
-
(2,530,000)
741,026
426,656
3,271,026
-
-
-
-
-
-
-
-
-
3,309,087
431,621
3,309,087
-
-
-
-
No.
-
-
-
-
-
Not applicable
-
Not applicable
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1 number of shares disclosed as being held at end of year is reflective of the number of rights held at the time of cessation of employment.
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DIRECTORS’ REPORT, CONT.
8. REMUNERATION TABLES – DIRECTORS AND KMP EXECUTIVES, CONTINUED.
Table C: Movements during 2021 in performance rights or options over shares in the Company held,
directly, indirectly or beneficially, by each KMP, including their related parties.
Current Executive
Chair and Non-
executive Directors
Craig Treasure
Ben Swain
John O'Hara
John Murphy
Current KMP
Executives
Scott Hadley
Shona Croucher
Former KMP
Executives
Jane Bennett1,2
Donna Wilson1,2
Year
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
Performance
Rights or
Options
held at
Start of Year
Granted as
remuneration
Vested and
exercisable
Exercised
during the
reporting
period
Forfeited
Performance
Rights or
Options
held at
End of Year
No.
No.
No.
No.
No.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Not Applicable
-
-
Not Applicable
5,000,000
-
-
Not Applicable
-
-
-
Not Applicable
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5,000,000
-
772,941
854,634
2,775,913
-
542,468
623,171
1,509,718
-
-
-
-
-
-
-
-
-
-
1,627,575
(2,002,972)
772,941
-
1,165,639
(967,250)
542,468
1 number of options disclosed as being held at end of year is reflective of the number of rights held at the time of cessation of employment.
2 Designated as a good leaver by the Board with Rights issued remaining on foot in accordance with the Rights Plan Rules.
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DIRECTORS’ REPORT, CONT.
8. REMUNERATION TABLES – DIRECTORS AND KMP EXECUTIVES, CONTINUED.
Table D: Share-based payments granted as remuneration to KMP
Current KMP Executives
Scott Hadley
Shona Croucher
Former KMP Executives
Jane Bennett
Donna Wilson
Year
Grant Date
Number
Granted
Value of
Performance
Rights or
Options Granted
Number
Vested
Percentage
of Grant
Forfeited
2021
2020
2021
2020
2021
2020
2021
2020
27-Aug-21
5,000,000
316,000
Not Applicable
Nil
Not Applicable
6-Sep-21
854,634
31,621
Nil
6-Sep-21
623,171
23,057
Nil
0
0
0
0%
0%
0%
End of Remuneration Report (Audited)
INDEMNITY AND INSURANCE OF OFFICERS
The Company has indemnified the directors and executives of the Company for costs incurred, in their capacity
as a director or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the Company paid a premium in respect of a contract to insure the directors and officers
of the Company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance
prohibits disclosure of the nature of liability and the amount of the premium.
INDEMNITY AND INSURANCE OF AUDITOR
The Company has not, during or since the financial year, indemnified or agreed to indemnify the auditor of the
Company or any related entity against a liability incurred by the auditor. During the financial year, the Company has
not paid a premium in respect of a contract to insure the auditor of the Company or any related entity.
ENVIRONMENTAL REGULATIONS
The Company is subject to usual Federal and State environmental regulations. TasFoods manufacturing sites are
licenced with Council and State authorities. The licences stipulate performance standards for all emissions (noise,
air, odour, waste water etc), from the sites as well as the frequency and method of assessment of emissions. The
Company’s activities are in full compliance with all prescribed environmental regulations.
SHARE OPTIONS AND PERFORMANCE RIGHTS
No share options or performance rights were granted during the financial year. Further details regarding
performance rights and options granted are contained within the Remuneration Report and in note 30.
TA S F O O D S A N N U A L R E P O R T 2 0 2 1
TASFOODS ANNUAL REPORT 2021
5 1
DIRECTORS’ REPORT, CONT.
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied for leave of the Court under Section 237 of the Corporations Act 2001 to bring proceedings
on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of
taking responsibility on behalf of the Company for all or any part of those proceedings. The Company was not a
party to any proceedings during the year.
NON-AUDIT SERVICES
The Group may decide to engage its auditor on assignments additional to their statutory audit duties where the
auditor’s expertise and experience with the Group are important. Where auditors are engaged to perform non-
audit services, the Directors are satisfied that the provision of these non-audit services by the auditor (or by another
person or firm on the auditor’s behalf ) is compatible with the general standard of independence for auditors
imposed by the Corporations Act 2001.
Details of amounts paid or payable to the Group’s auditor for audit and non-audit services provided during the year
are set out below.
Auditors of the parent entity:
Auditing the financial report
Other assurances services
2021
$
2020
$
172,250
-
172,250
178,900
-
178,900
AUDITOR’S INDEPENDENCE DECLARATION
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is
included at page 53 of the Annual Report.
AUDITOR
PricewaterhouseCoopers continues in accordance with section 327 of the Corporations Act 2001. There are no
officers of the Company who are former audit partners of PricewaterhouseCoopers.
TA S F O O D S A N N U A L R E P O R T 2 0 2 1
TASFOODS ANNUAL REPORT 2021
5 2
DIRECTORS’ REPORT, CONT.
CORPORATE GOVERNANCE
In recognising the need for the highest standards of corporate behaviour and accountability, the Directors support
the principles of good corporate governance. The Group continued to follow best practice recommendations
as set out by the ASX Corporate Governance Council. Where the Group has not followed best practice for
any recommendation, explanation is given in the Corporate Governance Statement which is available on the
Company’s website at http://www.tasfoods.com.au/corporate-governance/
ROUNDING OF AMOUNTS
The amounts contained in this report and in the financial report have been rounded to the nearest thousand (where
rounding is applicable) under the option available to the company under ASIC Corporations (Rounding in Financial/
Directors’ Reports) Instrument 2016/191. The company is an entity to which the Class Order applies. Amounts in
the directors’ report have been rounded off in accordance with the Class Order to the nearest thousand dollars, or
in certain cases, to the nearest dollar.
Signed in accordance with a resolution of the Directors made pursuant to section 298(2) of the Corporations
Act 2001.
On behalf of the Directors
Craig Treasure
Non-Executive Chair
28 February 2022
TA S F O O D S A N N U A L R E P O R T 2 0 2 1
TASFOODS ANNUAL REPORT 2021
5 3
Auditor’s Independence Declaration
As lead auditor for the audit of TasFoods Limited for the year ended 31 December 2021, I declare that
to the best of my knowledge and belief, there have been:
(a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
(b) no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of TasFoods Limited and the entities it controlled during the period.
Brad Peake
Partner
PricewaterhouseCoopers
Melbourne
28 February 2022
PricewaterhouseCoopers, ABN 52 780 433 757
2 Riverside Quay, SOUTHBANK VIC 3006, GPO Box 1331, MELBOURNE VIC 3001
T: 61 3 8603 1000, F: 61 3 8603 1999, www.pwc.com.au
Liability limited by a scheme approved under Professional Standards Legislation.
TA S F O O D S A N N U A L R E P O R T 2 0 2 1
TASFOODS ANNUAL REPORT 2021
5 4
5 4
tasfoods.com.au
FINANCIAL
REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
Consolidated Statement of Profit & Loss
and Other Comprehensive Income
Consolidated Statement of Financial Position
55
56
Consolidated Statement of Changes In Equity
57
Consolidated Statement of Cash Flows
Notes to Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Shareholder Information
58
59
97
98
104
TA S F O O D S A N N U A L R E P O R T 2 0 2 0 | 5 4
TA S F O O D S A N N U A L R E P O R T 2 0 2 1
TASFOODS ANNUAL REPORT 2021
5 5
5 5
CONSOLIDATED STATEMENT OF PROFIT AND LOSS
AND OTHER COMPREHENSIVE INCOME
For the Year Ended 31 December 2021
Revenue from operations
Other income
Fair value adjustment of biological assets
Impairment of goodwill
Raw materials used
Employment and contractor expense
Freight
Occupancy costs
Depreciation and amortisation
Finance costs
Travel and accommodation
Legal and professional fees
Marketing and event expenses
Repairs and maintenance
Research and development
Investment expenses
Other expenses
Loss before income tax
Income tax benefit/(expense)
Net Loss after tax for the year from continuing operations
Net profit after tax for the year from discontinued operations
Net Loss after tax for the year
Other comprehensive income
Items that may be reclassified to profit or loss in the future:
Other comprehensive loss net of tax
Total comprehensive income
Net profit for the period attributable to:
Non-controlling interest
Owners of TasFoods Limited
Total comprehensive income for the year is attributable to:
Non-controlling interest
Owners of TasFoods Limited
Basic loss per share (cents per share)
Diluted loss per share (cents per share)
Basic loss per share from continuing operations (cents per share)
Diluted loss per share from continuing operations (cents per share)
Note
6
6
10
7
8
4
4
4
4
2021
$’000
69,441
626
(76)
(3,907)
(40,840)
(20,230)
(5,048)
(1,422)
(2,037)
(314)
(72)
(637)
(730)
(1,091)
(27)
-
(4,377)
(10,741)
-
(10,741)
-
(10,741)
2020
$’000
66,911
526
(1,300)
(3,500)
(39,193)
(17,487)
(4,516)
(1,446)
(2,107)
(346)
(71)
(472)
(514)
(889)
(25)
(15)
(3,265)
(7,709)
1,302
(6,407)
-
(6,407)
-
(10,741)
-
(6,407)
-
(10,741)
(10,741)
-
(10,741)
(10,741)
(3.05)
(3.05)
(3.05)
(3.05)
-
(6,407)
(6,407)
-
(6,407)
(6,407)
(2.21)
(2.21)
(2.21)
(2.21)
The above statement should be read in conjunction with the accompanying notes
TA S F O O D S A N N U A L R E P O R T 2 0 2 1
TASFOODS ANNUAL REPORT 2021
5 6
5 6
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2021
Current Assets
Cash and cash equivalents
Trade and other receivables
Biological assets
Inventory
Prepayments
Total Current Assets
Non-Current Assets
Property, plant and equipment
Right of use assets
Intangible assets
Biological assets
Deferred tax assets
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
Borrowings
Lease Liabilities
Provisions
Total Current Liabilities
Non-Current Liabilities
Borrowings
Lease Liabilities
Provisions
Deferred tax liabilities
Total Non-Current Liabilities
Total Liabilities
Net Assets
Equity
Contributed Equity
Reserves
Accumulated Losses
Total Equity
Note
2021
$’000
2020
$’000
19
9
10
11
12a
12b
13
10
8
14
15
12b
16
15
12b
16
8
17
18
1,450
4,973
2,145
4,647
976
14,191
25,904
1,418
7,195
30
-
34,547
48,738
9,605
1,047
193
1,365
12,210
6,422
1,339
169
-
7,930
20,140
7,635
4,493
2,338
4,504
905
19,877
25,308
968
10,953
38
-
37,267
57,144
9,175
747
119
1,172
11,214
5,585
951
153
-
6,688
17,903
28,598
39,241
61,053
691
(33,146)
28,598
61,053
594
(22,407)
39,241
The above statement should be read in conjunction with the accompanying notes
TA S F O O D S A N N U A L R E P O R T 2 0 2 1
TASFOODS ANNUAL REPORT 2021
5 7
5 7
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the Year Ended 31 December 2021
At 1 January 2020
Loss for the year
Other comprehensive income
Total comprehensive income for the year
Issue of shares
Share issue costs
Share-based payment expense
As at 31 December 2020
At 1 January 2021
Loss for the year
Other comprehensive income
Total comprehensive income for the year
Issue of shares
Share issue costs
Share-based payment expense
As at 31 December 2021
Contributed
Equity
$’000
Reserves
$’000
Accumulated
Losses
$’000
53,982
-
-
-
7,134
(64)
-
61,054
61,054
-
-
-
-
-
-
61,054
493
-
-
-
-
-
101
594
594
-
-
-
-
-
97
691
(15,998)
(6,407)
-
(6,407)
-
-
-
(22,406)
(22,406)
(10,741)
-
(10,741)
-
-
-
(33,147)
Total
$’000
38,476
(6,407)
-
(6,407)
7,134
(64)
101
39,241
39,241
(10,741)
-
(10,741)
-
-
97
28,598
The above statement should be read in conjunction with the accompanying notes
TA S F O O D S A N N U A L R E P O R T 2 0 2 1
TASFOODS ANNUAL REPORT 2021
5 8
5 8
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Year Ended 31 December 2021
Note
2021
$’000
2020
$’000
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
Interest paid
Expenditure incurred in the pursuit of acquisitions and investment opportunities
Income taxes received
Other
Net cash used in operating activities
19
Cash flows from investing activities
Payments for property, plant and equipment
Payments for leases
Payments for other non-current assets
Proceeds from disposal of property, plant, and equipment
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Cost of issuing shares
Proceeds from borrowings
Principal elements of borrowing payments
Principal elements of lease payments
Transaction costs related to borrowings
Net cash provided by financing activities
Net (decrease)/increase in cash held
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
69,587
(73,969)
1
(127)
-
-
51
(4,457)
(2,436)
(196)
(159)
-
(2,791)
-
(14)
2,136
(450)
(196)
(23)
1,453
67,342
(68,225)
2
(339)
(15)
-
712
(523)
(1,082)
-
(16)
23
(1,075)
7,134
(125)
1,123
-
(732)
(1)
7,399
(5,795)
5,801
19
7,245
1,450
1,444
7,245
The above statement should be read in conjunction with the accompanying notes
TA S F O O D S A N N U A L R E P O R T 2 0 2 1
TASFOODS ANNUAL REPORT 2021
5 9
5 9
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2021
1. GENERAL INFORMATION
The consolidated financial statements and notes represent those of TasFoods Limited and its Controlled Entities. TasFoods Limited is a company
incorporated in Australia, and whose shares are publicly traded on the Australian Securities Exchange (ASX).
The financial statements were authorised for issue on 28 February 2022 by the Directors of the Company.
All press releases and other information are available on our website www.tasfoods.com.au.
Going Concern
These financial statements have been prepared on the basis that the Company is a going concern.
For the year ended 31 December 2021 the consolidated entity incurred losses of $10.74 million after tax (2020: $6.41 million) and incurred
net cash outflows from operations of $4.84 million (2020: $0.52 million). As at year end the Company had cash on hand of $1.45 million (31
December 2020: $7.24 million) and had external borrowings of $7.47 million (31 December 2020: $5.82 million). The external borrowings are
subject to complying with an interest cover ratio financial covenant at 31 December 2022 at each balance date. Prior to 31 December 2021, the
external lender provided an unconditional waiver of this covenant for the current financial year. The Company received cash from equity raising
of $7.13 million during FY20.
There was a significant restructure of the Company’s leadership in FY21 with the appointment of a new Chief Executive Officer and
Chief Financial Officer and changes to the Chief Sales and Marketing Officer and Chief Operating Officer positions. In addition, two new
experienced directors were appointed to the Board. The ability of the Company to continue as a going concern is dependent on the successful
implementation of its revised strategy of a disciplined approach to managing input cost increases and other profitability enhancement initiatives
and/or obtaining additional funding from alternative sources should it be required. The strategic objectives include:
• Implementation of the Company’s first integrated ERP system which will facilitate the integration of the businesses and cost saving
opportunities and allow the business to operate as one food and beverage group.
• On-going assessment of customer and product profitability with low or negative margin products exited.
• Increasing gross margins through negotiated sales price increases with customers and execution of identified cost savings over raw material
inputs, distribution and logistics.
• Continued new product development in the dairy business focussed on both the Pyengana and Meander Valley Dairy brands.
• Focussed marketing on a simplified brand pyramid to build brand awareness of key brands.
• Implementation of a new capital management framework and a disciplined approach to assessing all opportunities to ensure strategic
alignment, financial return, risk management and capability to execute.
Given the risk associated with the timing and quantum of profitability improvement initiatives, combined with the need to comply with the
financial covenant test within the next 12 months, there is a material uncertainty which may cast significant doubt on the Company’s ability to
continue as a going concern, and therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business.
The directors are of the opinion that the leadership reset best positions the Group to make significant progress in the above listed strategic
objectives. Accordingly, the consolidated annual report has been prepared on a going concern basis.
2. SIGNIFICANT CHANGES IN THE CURRENT REPORTING PERIOD
There were no significant changes in the state of affairs of the Group during the financial year.
A detailed discussion of the Group’s financial performance and position is included in the Operating and Financial Review on pages 10 to 26
at the start of this Annual Report.
There have been no changes in accounting policies since the previous financial report at 31 December 2020.
TA S F O O D S A N N U A L R E P O R T 2 0 2 1
TASFOODS ANNUAL REPORT 2021 6 0
6 0
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
3. SEGMENT INFORMATION
The operating segments are based upon the units identified in the operating reports reviewed by the Board and executive management, and that
are used to make strategic decisions, in conjunction with the quantitative thresholds established by AASB 8 Operating Segments. As such, there
are three identifiable and reportable segments each of which are outlined below:
• The Dairy segment incorporates the Meander Valley Dairy, Pyengana Dairy and Betta Milk (Van Diemen’s Land Dairy) businesses, the assets
of which were acquired in September 2015, October 2017 and July 2019, respectively. In addition, the Dairy segment includes goat farming
operations which was acquired in June 2016 but ceased in February 2021. The Dairy segment primarily derives revenue from dairy processing
activities including the manufacture of premium fresh milk, cheese, cream and butter products. These products are sold under the Meander
Valley Dairy, Pyengana Dairy, Real Milk, Robur Farm Dairy, Betta Milk and Tassie Taste brands.
• The Poultry segment incorporates the net assets and business operations of Nichols Poultry Pty Ltd, which was acquired in June 2016.
Revenue is primarily derived from the sale of poultry meat products sold under the Nichols Poultry, Nichols Ethical Free Range, Isle & Sky, and
Nichols Kitchen brands.
• The Corporate and Other segment, which comprise:
– Corporate costs that are not directly attributable to operational business units, including Shared Service teams, which provide
administrative support to the operational production units in the areas of financial management, human resources, sales, marketing,
brand management, route to market, quality assurance and food safety, and work health and safety; and
– The net assets and business operations of Shima Wasabi Pty Ltd, which were acquired in June 2016.
Management measures the performance of the segments identified at the ‘net profit before tax’ level.
Consolidated - 2021
Revenue
Total segment sales revenue
Other income
Segment profit/(loss)
Profit after tax from discontinued operation
Loss before income tax expense
Income tax (expense)/benefit
Loss after income tax expense
Assets
Segment assets
Unallocated assets from continuing operations:
Total Assets
Total assets include:
Goodwill on acquisition of net assets
Liabilities
Segment liabilities
Deferred tax liability/(asset)
Total liabilities
Dairy
$’000
Poultry
$’000
Corporate
and Other
$’000
30,362
134
30,496
38,636
447
39,083
443
45
488
(1,367)
(3,563)
(5,811)
Total
$’000
69,441
626
70,067
(10,741)
-
(10,741)
-
(10,741)
20,042
25,726
2,970
48,738
-
48,738
-
-
-
-
5,580
12,544
2,016
20,140
-
20,140
Refer to note 13 and 24 for further detail regarding movement in goodwill on acquisition of net assets between 2020 and 2021 financial years.
TA S F O O D S A N N U A L R E P O R T 2 0 2 1
TASFOODS ANNUAL REPORT 2021
6 1
6 1
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
3. SEGMENT INFORMATION, CONT.
Consolidated - 2020
Revenue
Total segment sales revenue
Other income
Segment profit/(loss)
Loss before income tax expense
Income tax (expense)/benefit
Loss after income tax expense
Assets
Segment assets
Unallocated assets from continuing operations:
Total Assets
Total assets include:
Goodwill on acquisition of net assets
Liabilities
Segment liabilities
Deferred tax liability/(asset)
Total liabilities
Refer to note 13 and 24 for further detail regarding movement in goodwill
on acquisition of net assets between 2020 and 2021 financial years.
Dairy
$’000
Poultry
$’000
Corporate
and Other
$’000
29,502
115
29,617
37,030
281
37,311
378
130
508
379
(2,272)
(5,816)
24,116
25,098
7,931
Total
$’000
66,911
526
67,436
(7,709)
(7,709)
1,302
(6,407)
57,145
-
57,145
2,770
1,137
-
3,907
5,109
11,061
1,732
17,902
-
17,902
TA S F O O D S A N N U A L R E P O R T 2 0 2 1
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6 2
6 2
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
SHAREHOLDER RETURNS
4. EARNINGS PER SHARE
Basic loss per share
Diluted loss per share
Net (loss)/profit from continuing operations attributable to the shareholders
of TasFoods Limited used in calculation of basic and diluted earnings per share for:
All operations
Basic
Weighted average number of ordinary shares outstanding during the period used
in the calculation of basic earnings per share
Diluted
Weighted average number of ordinary shares and convertible redeemable
preference shares outstanding and performance rights during the period
used in the calculation of basic earnings per share
Information Concerning the Classification of Securities
Potential ordinary shares:
2021
Cents
(3.05)
(3.05)
2021
$’000
2020
Cents
(2.21)
(2.21)
2020
$’000
(10,741)
(6,407)
2021
Number
2020
Number
351,902,660
290,119,774
351,902,660
290,119,774
a) There were no options (other than those referred to in note 30) or other forms of potential shares on issue at 31 December 2021
(31 December 2020: Nil).
b) Options granted (as referred to in note 30) are not included in the calculation of diluted earnings per share as the share price as at 31
December 2021 was lower than the exercise price. If the share price were to increase above the exercise price, any options exercised
would have a dilutive impact on the earnings per share.
Recognition and measurement
Basic earnings per share is calculated as net profit attributable to shareholders, adjusted to exclude any costs of servicing equity (other than
dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element.
Diluted earnings per share is calculated as net profit attributable shareholders, adjusted for:
• Costs of servicing equity (other than dividends) and preference share dividends;
• The after-tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and
• Other non-discretionary changes in revenues or expenses during the year that would result from the dilution of potential ordinary shares;
divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.
TA S F O O D S A N N U A L R E P O R T 2 0 2 1
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6 3
6 3
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
5. DIVIDENDS TO SHAREHOLDERS
No dividends have been paid or declared during the year ended 31 December 2021 (31 December 2020: Nil).
PROFIT AND LOSS INFORMATION
6. REVENUE
Revenue from continuing operations
Sales revenue
Other income
Interest received
Sundry income
Recognition and measurement
Sales revenue
2021
$’000
2020
$’000
69,441
66,911
-
626
626
2
524
526
Accounting for wholesale sales of dairy, poultry and wasabi goods
The sale of dairy, poultry and wasabi goods is measured at the fair value of consideration received net of any trade discounts and volume rebates
allowed.
The sale of dairy, poultry and wasabi goods represents a single performance obligation and accordingly, revenue is recognised in respect of the
sale of these goods at the point in time when control over the corresponding goods and services is transferred to the customer (i.e. at a point in
time for sale of goods when the goods are delivered to the customer or transferred to the freight forwarder).
Revenue is recognised when control of the goods transfer to the customer i.e when the goods have been delivered to a customer pursuant to a
sales order. Delivery occurs when the products have been shipped to the customer, the risks of obsolescence and loss have been transferred to
the customer, and either the customer has accepted the products, the acceptance provisions have lapsed, or the group has objective evidence
that all criteria for acceptance have been satisfied.
While such arrangements are rare, if an arrangement with a wholesale customer includes multiple performance obligations, the total revenues
are allocated to the separate elements of the contract, at the appropriate transaction price. In such cases, revenue will be recognised once each
performance obligation is met.
Interest revenue
Interest revenue is recognised on a proportional basis using the effective interest rate method.
TA S F O O D S A N N U A L R E P O R T 2 0 2 1
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6 4
6 4
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
7. EXPENSES
Profit before income tax expense includes the following specific expenses:
Employee benefits expense:
Salaries and wages
Temporary employees
Share based payments
Superannuation expense (defined contribution)
Total employee benefits
Investment expense
2021
$’000
2020
$’000
18,366
395
97
1,372
20,230
-
15,510
595
101
1,281
17,487
15
Investment expense arises from costs relating to the identification of, and pursuit of investment and acquisition opportunities. This includes non-
refundable contractual payments to secure rights to exclusive periods of negotiation with third parties and associated costs.
8. INCOME TAX
(a) Income tax recognised in profit or loss:
Tax expense/(benefit) comprises:
Current tax (benefit)/expense
Deferred tax movements
Deferred income tax (benefit)/expense included in income tax expense comprises:
(Increase)/decrease in deferred tax assets
Increase/(decrease) in deferred tax liabilities
Reconciliation of income tax expense to proforma facie tax on accounting profit:
Loss before income tax expense
Tax benefit at Australian tax rate of 30% (2020: 30%)
Tax effect of amounts which are not deductible in calculating taxable income
Deferred tax assets on taxable losses not recognised as deferred tax assets
(b) Income tax benefit recognised directly in equity during the period
Deferred tax arising from share issue costs
2021
$’000
2020
$’000
-
-
-
238
(238)
-
(10,741)
(3,222)
1,198
2,024
-
-
-
-
(1,302)
(1,302)
(981)
(321)
(1,302)
(7,709)
(2,313)
1,069
(58)
(1,302)
(38)
(38)
TA S F O O D S A N N U A L R E P O R T 2 0 2 1
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6 5
6 5
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
8. INCOME TAX, CONT.
(c) Deferred tax balances
Taxable and deductible temporary differences arise from the following:
Gross deferred tax assets:
Provisions
Trade and other payables
Share issue expenses
Trade and other receivables
Property, plant and equipment
Intangibles
Tax Losses
Interest bearing liabilities
Acquisition costs
Lease liability
Gross deferred tax liabilities:
Biological assets
Inventory
Property, plant and equipment
Intangibles
Other
Net deferred tax asset/(liability)
Unused tax losses
Adjustment
Opening recognised for
prior period
Balance
$000
$000
Charged to
Income
$000
Charged
to Equity
$000
Closing
Balance
$000
416
35
153
4
(284)
20
2,499
314
96
7
3,260
(531)
(292)
(381)
(2,040)
(16)
(3,260)
-
68
-
(54)
7
284
(20)
244
(314)
-
23
238
(202)
256
(303)
-
11
(238)
-
1
1
(1)
(1)
-
484
36
99
11
-
-
2,744
-
96
30
3,499
(733)
(36)
(684)
(2,040)
(7)
-
-
-
(3,499)
-
The Group has recognised tax losses in the year ended 31 December 2021 only to the extent of the Groups taxable temporary differences.
After recognition of these losses the Group had a further $29.589 million of carry forward tax losses for which no deferred tax asset has been
recognised (31 December 2020: $27.622 million). The losses relate to both Group’s current operations and losses incurred by the loyalty, rewards
and payments business previously operated by the Group. Prior to recognising the carry forward tax losses transferred into and incurred by the
loyalty, rewards and payments business, the Group will finalise the application of the continuity of ownership and continuity of business tests.
(d) Tax losses
Unused tax losses for which no deferred tax asset has been recognised:
Capital losses
Revenue losses
Potential tax benefit at 30%
2021
$’000
-
29,589
29,589
2020
$’000
-
27,622
27,622
8,877
8,287
TA S F O O D S A N N U A L R E P O R T 2 0 2 1
TASFOODS ANNUAL REPORT 2021
6 6
6 6
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
8. INCOME TAX, CONT.
Recognition and measurement
Current income tax expense or revenue is the tax payable on the current year’s taxable income based on the applicable income tax rate adjusted
by changes in deferred tax assets and liabilities.
A balance sheet approach is adopted, under which deferred tax assets and liabilities are recognised for temporary differences between the tax
bases of assets and liabilities and their carrying amounts in the financial statements. No deferred tax asset or liability is recognised if it arose in a
transaction, other than a business combination, that at the time of the transaction did not affect either accounting or taxable profit or loss.
Deferred tax assets are recognised for temporary differences and unused tax losses only when it is probable that future taxable amounts will be
available to utilise those temporary differences and losses. Current and deferred tax balances attributable to amounts recognised directly in
equity are also recognised directly in equity.
Tax Consolidation
The Company and its wholly owned Australian controlled entities have formed an income tax consolidated group effective 1 July 2010 under tax
consolidation legislation. Each entity in the Group recognises its own deferred tax assets and liabilities arising from temporary differences. Such
taxes are measured using the ‘stand-alone taxpayer’ approach. Current tax liabilities or assets and deferred tax assets arising from unused tax
losses and tax credits in the controlled entities are immediately transferred to the head entity which is the Parent entity. No tax sharing or funding
arrangements are presently in place.
CURRENT ASSETS
9. TRADE AND OTHER RECEIVABLES
Trade Receivables
Loss allowance
Other receivables
Loss Allowance
Movements in the loss allowance were as follows:
Carrying value at the beginning of the year
Increase/(decrease) in loss allowance recognised
Receivables written off as uncollectable
Unused amount reversed
Carrying value at the end of the year
Trade receivables past due but not impaired
Under one month
One to three months
Over three months
2021
$’000
2020
$’000
4,120
(47)
900
4,973
3,610
(13)
897
4,493
13
34
-
-
47
744
55
91
890
19
(7)
-
-
13
224
14
25
264
TA S F O O D S A N N U A L R E P O R T 2 0 2 1
TASFOODS ANNUAL REPORT 2021
6 7
6 7
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
9. TRADE AND OTHER RECEIVABLES, CONT.
Recognition and measurement
Trade receivables include amounts due from customers for goods sold and services performed in the ordinary course of business. Receivables
expected to be collected within 12 months of the end of the reporting period are classified as current assets. All other receivables are classified as
non-current assets.
Trade receivables are initially recognised at fair value and subsequently recognised less any expected loss allowance. The Group applies the
AASB 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. To
measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the number of days
outstanding. The expected loss rates applied are based upon the payment sales profiles over a 12-month period and the historical credit losses
experienced in this period. Historical loss rates are adjusted to reflect current and forward-looking information including macroeconomic factors
affecting the ability of the customers to settle the receivables.
The loss allowance is determined as follows for trade receivables:
31 December 2021
Expected Loss Rate
Trade Receivables Gross Carrying Amount ($’000)
Loss Allowance ($’000)
31 December 2020
Expected Loss Rate
Trade Receivables Gross Carrying Amount ($’000)
Loss Allowance ($’000)
Current
30 days
60 days
90+ days
Total
0%
3,231
-
0%
744
-
0%
55
-
51%
91
47
4,120
47
Current
30 days
60 days
90+ days
Total
0%
3,347
-
0%
224
-
0%
14
-
51%
25
13
3,610
13
The amount of the impairment loss is recognised in the consolidated statement of profit and loss within other expenses. When a trade receivable
for which an impairment allowance has been recognised becomes uncollectable in a subsequent period, it is written off against the provision
account. Subsequent recoveries of amounts previously written off are credited against other expenses.
Fair values of trade and other receivables
Due to the short-term nature of the current receivables, their carrying amount is approximated to fair value.
Credit risk
The Group has no significant concentration of credit risk with respect to any single counterparty or group of counterparties other than those
receivables specifically provided for within the loss allowance. The main source of credit risk to the Group is considered to relate to the class of
assets described as ‘trade and other receivables’.
The above table details the Group’s trade and other receivables exposed to credit risk (prior to collateral and other credit enhancements) with
ageing analysis and impairment provided thereon. Amounts are considered as ‘past due’ when the debt has not been settled within the terms
and conditions agreed between the Group and the customer or counterparty to the transaction. Receivables that are past due are assessed for
impairment by ascertaining the solvency of the debtors and are provided for where there are specific circumstances that the debt may not be
fully repaid to the Group.
The balances of receivables that remain within initial trading terms are considered to be of low credit risk.
TA S F O O D S A N N U A L R E P O R T 2 0 2 1
TASFOODS ANNUAL REPORT 2021
6 8
6 8
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
10. BIOLOGICAL ASSETS
Balance as at 1 January 2020
Increases due to purchases and production
Decreases due to sales/processing/mortality (i)
Movement in fair value as a result of physical and/or price changes (ii)
Balance as at 31 December 2020
Current
Non-current
Balance as at 1 January 2021
Increases due to purchases and production
Decreases due to sales/processing/mortality (i)
Movement in fair value as a result of physical and/or price changes (ii)
Balance as at 31 December 2021
Current
Non-current
Poultry
$’000
Goats
$’000
Wasabi
Plants
$’000
2,235
2,144
(2,235)
(107)
2,037
2,037
-
2,037
2,037
2,029
(2,037)
(113)
1,916
1,916
-
1,916
253
-
(48)
(38)
167
167
-
167
167
-
(135)
(32)
-
-
-
-
1,412
13
(99)
(1,154)
172
134
38
172
172
20
(2)
69
259
229
30
259
Total
$’000
3,900
2,157
(2,382)
(1,300)
2,376
2,338
38
2,376
2,376
2,049
(2,174)
(76)
2,175
2,145
30
2,175
(i) includes biological assets reclassified as inventory at the point of harvest and/or processing.
(ii) includes physical changes as a result of biological transformation such as growth, degeneration and procreation.
Recognition and Measurement
Biological assets of the Group include poultry, goats and wasabi plants and are measured at fair value less costs to sell in accordance with
AASB 141 Agriculture. Where fair value cannot be reliably measured or little or no biological transformation has taken place biological assets are
measured at cost less impairment losses.
Market prices are derived from observable market prices and achieved sales prices and are reduced for costs associated with bringing the finished
product to market, including incremental selling costs and harvesting and production costs to process the biological asset into a saleable form.
The change in estimated fair value is charged to the income statement on a separate line item as fair value adjustment of biological assets.
This line item includes movements in fair value as a result of both physical and price changes.
Biological assets are reclassified as inventory at the point of harvesting or processing.
As at 31 December 2021, the Group held 517,693 live poultry (2020: 557,537), 0 goats (2020: 575), 6,650 mature wasabi plants (2020: 3,780)
and 2,543 immature wasabi plants (2020: 4,923) that are less than 12 months of age and not suitable for harvest.
TA S F O O D S A N N U A L R E P O R T 2 0 2 1
TASFOODS ANNUAL REPORT 2021
6 9
6 9
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
10. BIOLOGICAL ASSETS, CONT.
Poultry
For live poultry with an estimated dressed weight of below 1kg (which is consistent with independent poultry performance guidelines for meat
chicken) the carrying amount is a reasonable approximation of fair value. Live poultry with an estimated dressed weight of greater than 1kg are
measured at fair value less costs to sell and the measurement is categorised into Level 2 in the fair value hierarchy.
The valuation is completed at the whole dressed bird stage for each batch of live poultry as there is no effective market for live poultry produced
by the Group. The valuation methodology takes into consideration estimated growth rates, feed intake and carcass yield per independent
performance guidelines.
Based on market prices and weights utilised at 31 December 2021, with all other variables held constant, the Group’s net profit/(loss) for the
period would have been impacted by $78,867 (2020: $84,346) by a pricing or dressed weight increase/decrease of 5%.
Goats
Goats are measured at fair value less costs to sell, based on market prices of similar age, breed and genetic merit. As these prices are observable,
they are deemed to be Level 2 in the fair value hierarchy.
The value of goats, comprised of mature does, weaned doelings and breeding bucks, is determined by independent valuation with reference to
prices received from sales of milking goat stock similar to the Group’s herd, with direct references made to recent sales evidence in relevant dairy
goat markets. The goat operation was ceased in February 2021 with all goats being sold during the year.
Wasabi Plants
Wasabi plants which are greater than twelve months of age are considered mature and ready for harvest, as such plants which are greater than
twelve months of age are disclosed as a current asset. On 31 December 2021 the Group’s wasabi plants were an average of 22 months of age (31
December 2020: 20 months) and at various stages of growth post-harvest. As such, wasabi plants are valued at fair value less estimated point
of sale costs. The valuation methodology is deemed to be Level 3 in the fair value hierarchy as it contains unobservable inputs due to the rare
nature of the crop.
The fair value of the wasabi plants is determined using the estimated yield per plant in kilograms, which has been determined through collection
of historical growth rate and harvest data for mature wasabi plants within the crop. Notable variations and fluctuations in the fair value of wasabi
plants may occur as a result of factors including: plant variety, the timing of cultivation, plant maturity, timing of harvest, seasonal growth patterns
and weather conditions.
AASB 141 Agriculture applies to all biological assets (excluding bearer plants) and agricultural produce at the point of sale, and is applied to the
valuation of the wasabi crop (the biological asset) as well as harvested material. Changes in market conditions due to COVID-19 and the resulting
change in product sales mix necessitated a review of the crop valuation focused on fair value less costs to sell in June 2020. This review resulted
in a movement in fair value of biological assets of $1.179 million (recorded in 30 June 2020), primarily driven by a reduction in the selling price
per kilogram as the Company transitions from high value fresh wasabi sales, towards industrial and ingredient powder commodity markets. The
write-down was non-cash in nature and did not impact the biomass of the wasabi crop available for future use.
Based on market prices and estimated yields utilised within the valuation methodology at 31 December 2021, with all other variables held
constant, the Group’s net profit/(loss) for the period would have been impacted by $12,901 (31 December 2020: $8,272) by a price increase/
decrease of 5%.
TA S F O O D S A N N U A L R E P O R T 2 0 2 1
TASFOODS ANNUAL REPORT 2021 7 0
7 0
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
10. BIOLOGICAL ASSETS, CONT.
Fair value measurement
Recurring fair value measurements
- Poultry
- Goats -
- Wasabi plants
Total biological assets recognised at fair value
Recurring fair value measurements
- Poultry
- Goats
- Wasabi plants
Total biological assets recognised at fair value
Level 1
$’000
Level 2
$’000
Level 3
$’000
Total
$’000
2021
-
-
-
-
1,916
-
-
1,916
-
-
259
259
2020
Level 1
$’000
Level 2
$’000
Level 3
$’000
-
-
-
-
2,037
167
-
2,204
-
-
172
172
1,916
-
259
2,175
Total
$’000
2,037
167
172
2,376
Fair value measurements using significant unobservable inputs
The following table summarises the quantitative information about the significant unobservable inputs used in Level 3 fair value measurements:
Description
Wasabi plant biological assets at fair value:
Unobservable inputs
Relationship to unobservable inputs to fair value
Average yield per wasabi plant used in fair value measurement:
0.37 kilograms (31 December 2020: 0.36 kilograms)
An increase/decrease in yield would result in a direct
increase/decrease in the fair value
AASB 141 Agriculture applies to all biological assets (excluding bearer plants) and agricultural produce at the point of sale, and is applied to the
valuation of the wasabi crop (the biological asset) as well as harvested material. Changes in market conditions due to COVID-19 and the resulting
change in product sales mix necessitated a review of the crop valuation focused on the fair value less cost-to-sell inputs in H1 2020.
This review resulted in a movement in fair value of biological assets of $1.179 million in H1 2020, primarily driven by a reduction in the selling price
per kilogram as the Company transitioned from high value fresh wasabi sales, which historically made up 73% of total sales revenue, towards
industrial and ingredient powder markets. This write-down was non-cash in nature and did not impact the biomass of the wasabi crop available
for future sale.
TA S F O O D S A N N U A L R E P O R T 2 0 2 1
TASFOODS ANNUAL REPORT 2021
7 1
7 1
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
11. INVENTORY
Finished goods
Raw materials and packaging
Other
Recognition and measurement
2021
$’000
1,921
2,244
482
4,647
2020
$’000
1,983
1,656
865
4,504
Inventories are measured at the lower of cost and net realisable value and are assigned on a weighted average cost basis. Net realisable value is
the estimated selling price in the ordinary course of business, less estimated costs of completion and costs to sell.
Inventories are accounted for in the following manner:
• Finished goods: cost includes direct materials, direct labour and an appropriate proportion of manufacturing variable and fixed overheads
based on normal operating capacity, but excluding any borrowing costs.
• Biological assets reclassified as inventory: the initial cost assigned to agricultural produce is the fair value less costs to sell at the point of
harvesting or processing in accordance with AASB 141.
• Raw materials and packaging: valued at purchase cost.
NON-CURRENT ASSETS
12. PROPERTY, PLANT AND EQUIPMENT
(a) Property, Plant and Equipment
Land and buildings - at cost
Less accumulated depreciation
Plant and equipment - at cost
Less accumulated depreciation
Office equipment - at cost
Less accumulated depreciation
Motor vehicles - at cost
Less accumulated depreciation
Capital Work in Progress - at cost
2021
$’000
2020
$’000
16,021
(1,435)
14,586
16,311
(5,871)
10,440
256
(194)
62
913
(370)
543
273
14,273
(1,087)
13,186
15,484
(4,496)
10,987
233
(173)
60
810
(275)
535
539
Total Property, Plant and Equipment
25,904
25,308
TA S F O O D S A N N U A L R E P O R T 2 0 2 1
TASFOODS ANNUAL REPORT 2021
7 2
7 2
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
12. PROPERTY, PLANT AND EQUIPMENT, CONT.
Reconciliations
Reconciliations of the carrying amounts of each class of property, plant and equipment at the beginning and end of the financial year are set out below:
Land and
buildings
$000
Plant and
equipment
$000
Office
equipment
$000
Motor
vehicles
$000
Capital
work in
progress
$000$
12,593
27
913
-
-
(347)
13,186
13,186
1,748
-
-
-
(348)
14,586
11,710
729
-
-
-
(1,452)
10,987
10,987
821
-
-
-
(1,368)
10,440
69
12
-
-
-
(21)
61
61
28
-
-
-
(27)
62
598
53
-
-
(14)
(103)
535
535
105
-
-
-
(97)
543
78
461
-
-
-
-
539
539
1,876
-
(2,142)
-
-
273
Total
$000
25,048
1,283
913
-
(14)
(1,921)
25,308
25,308
4,578
-
(2,142)
-
(1,840)
25,904
Carrying value
As at 1 January 2020
Additions
Additions as a part of a business combination
Capitalisation to asset categories
Disposals
Depreciation expense
Balance as at 31 December 2020
As at 1 January 2021
Additions
Additions as a part of a business combination
Capitalisation to asset categories
Disposals
Depreciation expense
Balance as at 31 December 2021
Recognition and measurement
Property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the
acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it
is probable that future economic benefits associated with the item will flow to the Group and that the cost of the item can be measured reliably.
Repairs and maintenance expenditure is charged to the profit and loss during the period in which the expenditure is incurred.
The average depreciation rates for each class of fixed assets are:
Class of fixed asset
Buildings
Leasehold improvements
Plant and equipment
Office equipment
Motor vehicles
Average depreciation rates
2-5%
10-12%
8-20%
40-50%
15-20%
The assets’ residual values and useful lives are reviewed and adjusted if appropriate at the end of each reporting period.
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.
Assets are derecognised when sold or replaced with gains and losses on disposals determined by comparing proceeds with the carrying amount.
These gains or losses are recognised in the consolidated income statement when the item is derecognised.
TA S F O O D S A N N U A L R E P O R T 2 0 2 1
TASFOODS ANNUAL REPORT 2021
7 3
7 3
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
12. PROPERTY, PLANT AND EQUIPMENT, CONT.
(b) Right of Use Assets and Lease Liabilities
Right of Use Assets
Recognised right-of-use assets relate to the following types of assets:
Right of use assets
Land and buildings
Total right-of-use assets
31 December
2021
$’000
1,418
1,418
1 January
2020
$’000
968
968
Set out below are the carrying amounts of the Group’s right-of-use assets and the movements during the period:
Land and buildings
$’000
Motor vehicles
$’000
Total
$’000
Balance at 1 January
Additions
Depreciation expense
Net carrying amount at 31 December 2020
Lease Liabilities
Current
Non-Current
968
647
(197)
1,418
-
-
-
-
968
646
(197)
1,418
31 December
2021
$’000
193
1,339
1,532
1 January
2021
$’000
119
951
1,070
Recognition and measurement
The Group leases property. Rental contracts are typically agreed for periods of 2 years to 5 years, but may have options to extend as described
below.
Contracts agreed contain both lease and non-lease components. The Group allocated consideration in the contract to the lease and non-lease
components based on their relative stand-alone prices. However, for leases of real estate for which the Group is a lessee, it has elected not to
separate lease and non-lease components, instead accounts for these as a single lease component.
Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not
impose any covenants other than security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for
borrowing purposes.
TA S F O O D S A N N U A L R E P O R T 2 0 2 1
TASFOODS ANNUAL REPORT 2021
7 4
7 4
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
12. PROPERTY, PLANT AND EQUIPMENT, CONT.
Recognition and measurement, cont.
Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the
Group.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the
following lease payments:
• Fixed payments (including in-substance fixed payments), less any lease incentives receivable;
• Variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date;
• Amounts expected to be payable by the Group under residual guarantees;
• The exercise price of a purchase option if the Group is reasonably certain to exercise that option; and
• Payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option.
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the
case for leases in the Group, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow
the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and
conditions.
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit and loss over the lease period so as to
produce a constant periodic rate of interest on the remaining balance of the liability each period.
Right-of-use assets are measured at cost comprising the following:
• The amount of the initial measurement of the lease liability;
• Any lease payments made at or before the commencement date less any lease incentives received;
• Any initial indirect costs; and
• Restoration costs.
Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. If the Group is
reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset’s life.
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss.
Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT-equipment and small items of office furniture.
Extension and termination options are included in a number of property leases of the Group. These are used to maximise operational flexibility in
terms of managing the assets used in the Group’s operations. The majority of extension and termination options held are exercisable only by the
Group and not by the respective lessor.
TA S F O O D S A N N U A L R E P O R T 2 0 2 1
TASFOODS ANNUAL REPORT 2021 75
75
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
13. INTANGIBLE ASSETS
Goodwill
Brands and trademarks
Other
Gross carrying value
At cost
Accumulated impairment and amortisation
Total net carrying amounts
Reconciliations
Carrying amount at beginning
Transfers from other asset classes as a result of finalisation of accounting for business combinations
Additions
Impairment and amortisation during the year
Carrying amount at end
2021
$’000
-
6,835
360
7,195
17,341
(10,146)
7,195
10,953
-
160
(3,918)
7,195
2020
$’000
3,907
6,835
211
10,953
17,181
(6,228)
10,953
14,013
451
-
(3,511)
10,953
Goodwill related to the acquisition of the assets of Meander Valley Dairy in 2015, Pyengana Dairy in 2017 and Betta Milk in 2019.
Goodwill was also attributable to the acquisition of the wholly owned controlled entities Nichols Poultry Pty Ltd and Shima
Wasabi Pty Ltd acquired in the 2016 year.
Brands and trademarks are predominantly associated with the Nichols Poultry brand acquired in 2016 and the Betta Milk brand acquired in 2019.
Other intangible assets include water rights and intellectual property.
Intangible assets are assessed as having an indefinite useful life are allocated to the Group’s cash generating units (CGUs) as follows:
2021
2020
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
Goodwill
Brands &
Trademarks
Other
Total
Goodwill
Dairy
Poultry
Corporate and Other
Total
-
-
-
-
3,925
2,910
-
6,835
1
194
166
361
3,925
3,104
166
7,195
Brands &
Trademarks
3,925
2,910
-
2,770
1,137
-
3,907
6,835
Other
Total
10
194
7
211
6,705
4,241
7
10,953
TA S F O O D S A N N U A L R E P O R T 2 0 2 1
TASFOODS ANNUAL REPORT 2021
7 6
7 6
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
13. INTANGIBLE ASSETS, CONT.
Recognition and measurement
Intangible assets are initially recognised and recorded at cost where it is probable that future economic benefits attributable to the asset will flow
to the Group and the cost can be measured reliably. Subsequently, intangible assets are carried at cost less any impairment losses.
Indefinite life assets
Assets with an indefinite useful life are not amortised but are tested annually for impairment. Assets subject to annual depreciation or
amortisation are reviewed for impairment whenever events or circumstances arise that indicate that the carrying amount of the asset may be
impaired.
Management has determined that the brand name associated with the Poultry and Dairy CGU’s have an indefinite useful life. This assessment
was based on factors including independent expert advice, historical business growth rates, performance and future strategy associated with the
brands.
Goodwill
Goodwill is not amortised but is tested annually for impairment or more frequently if events or changes in circumstances indicate that it might be
impaired. Goodwill is carried at cost less accumulated impairment losses.
For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s
cash generating units, or groups of cash generating units, that are expected to benefit from the synergies of the combination, irrespective of
whether other assets or liabilities of the Group are assigned to those units or group of units. Each unit or group of units to which the goodwill is
so allocated represents the lowest level within the Group at which the goodwill is monitored for internal management purposes.
Impairment is determined by assessing the recoverable amount of the cash generating unit (group of cash generating units) to which the
goodwill relates. When the recoverable amount of the cash generating unit (group of cash generating units) is less than the carrying amount, an
impairment loss is recognised.
When goodwill forms part of a cash generating unit (group of cash generating units) and part of the operation within that unit is disposed of, the
goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on
disposal of the operation. Goodwill disposed of in this manner is measured based on the relative values of the operation disposed of and the
portion of the cash generating unit retained.
Impairment losses recognised for goodwill are not subsequently reversed.
Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.
Recoverable amount of goodwill and indefinite life intangibles
In accordance with the Company’s accounting policy, impairment testing has been undertaken at 31 December 2021 in accordance with AASB
136 Impairment of Assets for all groups of cash generating units (CGUs) for goodwill and indefinite life intangibles or where there is an indication
of impairment.
The Company has two CGUs for which impairment testing has been completed for goodwill and indefinite life intangibles, which are as follows:
Dairy CGU
The recoverable amount of the Dairy CGU has been determined based on a value-in-use calculation which uses cash flow projections based
on external market information, financial budgets and forecasts approved by management covering a five-year period before any fair value
adjustments for biological assets.
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NOTES TO AND FORMING PART
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13. INTANGIBLE ASSETS, CONT.
Key assumptions used in the value-in-use calculations for the dairy CGU include:
Dairy
Sales Growth Rate (5 year avg)
Production Costs (5 year avg)
Indirect Cost Growth Rate per annum
Long-term Growth Rate
Pre-tax Discount Rate
31 December
2021
31 December
2020
4.3%
65.3%
5.0%
2.5%
15.4%
8.1%
69.0%
5.0%
2.0%
15.4%
Based on the above assumptions the recoverable amount of the CGU at 31 December 2021 is estimated to be $15.1 million, which is a deficit of
$2.6 million when compared to the CGU’s carrying amount of $17.7 million.
Poultry CGU
The recoverable amount of the Poultry CGU has been determined based on a value-in-use calculation which uses cash flow projections based
on external market information, financial budgets and forecasts approved by management covering a five-year period before any fair value
adjustments for biological assets.
Key assumptions used in the value-in-use calculations for the Poultry CGU include:
Poultry
Sales Growth Rate (5 year avg)
Production Costs (5 year avg)
Indirect Cost Growth Rate per annum
Long-term Growth Rate
Pre-tax Discount Rate
31 December
2021
31 December
2020
6.7%
76.1%
5.0%
2.5%
15.4%
8.1%
80.0%
5.0%
2.0%
15.4%
Based on the above assumptions the recoverable amount of the CGU at 31 December 2021 is estimated to be $20.5 million, which is a deficit of
$0.9 million when compared to the CGU’s carrying amount of $21.4 million.
Changes to Key Inputs
Changes to key inputs within the value-in-use calculations include:
• Sales Growth Rate – Sales growth rates were reduced at 31 December 2021 to reflect both market growth rates and historical CGU growth
rates achieved.
• Production Costs – Production costs as a percentage of revenue are forecast to decrease over the forecast period which is reflective of
gross margin improvement through a focus on value chain profitability, customer profitability and management of input costs inline with
managements revised strategy.
• Long-term Growth Rate – Increased to 2.5% which is in line with the Reserve Bank of Australia’s economic outlook.
• Pre-tax Discount Rate – The discount rate represents the current market assessment of the risks relating to the relevant CGU. In performing
the value in use calculations for the CGU, the group has applied a pre-tax discount rate of 15.4% (10.8% post tax). The discount rate includes
a COVID-19 pandemic risk premium to allow for overall uncertainty in the wider economy, together with company specific risks related to
operations in the agricultural industry.
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NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
13. INTANGIBLE ASSETS, CONT.
In considering the outlook for the Dairy and Poultry CGU’s management considered a multiple scenario approach, and have taken the
outcomes of each into account when considering the quantum of the impairment charge to be recognised.
Four additional scenarios have been considered for each CGU as follows, the impacts of which are prior to any impairment taken
in the current period:
Dairy CGU
•
Poultry CGU
•
•
•
•
•
•
•
1% point increase/decrease in gross profit margin for FY22 to FY26 and in the terminal year results in headroom of $0.21 million/additional
deficit of $2.85 million
0.5% point increase/decrease in terminal growth rate results in reduced deficit of $0.56 million/additional deficit of $0.48 million
0.5% point increase/decrease in the post- tax discount rate results in additional deficit of $0.75 million/reduced deficit of $0.84 million
10% increase/decrease in average annual revenue growth rate for FY22 to FY26 and in the terminal year results in reduced deficit
of $1.94 million/additional deficit of $2.14 million
1% point increase/decrease in gross profit margin for FY22 to FY26 and in the terminal year results in headroom of $2.57 million/additional
deficit of $3.98 million
0.5% point increase/decrease in terminal growth rate results in reduced deficit of $0.82 million /additional deficit of $0.73 million
0.5% point increase/decrease in the post- tax discount rate results in additional deficit of $1.16 million/headroom of $0.45 million
10% increase/decrease in average annual revenue growth rate for FY22 to FY26 results in headroom of $2.33 million/additional deficit
of $2.73 million
Review outcome
Based on the above an impairment charge is being recognised to reduce the value of goodwill of both the Dairy and Poultry CGU to nil. The
remaining intangible asset value relating to brand value, patents and trademarks is not impaired as these assets are considered to have an
indefinite life. Impairment testing will continue to be performed annually in respect to the remaining intangible assets.
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NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
LIABILITIES
14. TRADE AND OTHER PAYABLES
Trade and other payables
Recognition and measurement
2021
$’000
9,605
9,605
2020
$’000
9,175
9,175
Trade and other payables represent liabilities for goods and services received by the Group which remain unpaid at the end of the reporting
period. The balance is recognised as a current liability with amounts paid in accordance with supplier trading terms.
Fair value of trade and other payables
Due to the short-term nature of trade and other payables, the carrying value is reflective of fair value.
15. BORROWINGS
Current
Bank Overdraft
Bank Loans
Other
Non-Current
Bank Loans
Total borrowings
2021
$’000
2020
$’000
-
592
455
1,047
6,422
6,422
493
254
-
747
5,585
5,585
7,469
6,332
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NOTES TO AND FORMING PART
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15. BORROWINGS, CONT.
Financing arrangements
Commitments in relation to financing arrangements are payable as follows:
Less than 12
months
$’000
Between 1
and 5 years
$’000
Over 5 years
$’000
Total
contracted
cash flows
$’000
Carrying
Amount
$’000
9,605
-
592
455
10,652
9,175
391
148
9,715
-
-
6,422
-
6,422
-
-
5,278
5,278
-
-
-
-
-
-
-
-
-
9,605
-
7,014
455
17,074
9,605
-
7,014
455
17,074
9,175
391
5,426
14,992
9,175
391
5,426
14,992
2021
$’000
2020
$’000
Limit
-
3,000
4,013
2,500
9,513
Undrawn
Balance
-
-
-
2,500
2,500
Limit
-
2,000
3,426
2,250
7,676
Undrawn
Balance
-
-
-
1,859
1,859
At 31 December 2021
Non-derivatives
Trade payables
Bank Overdraft
Bank Loans
Other
At 31 December 2020
Non-derivatives
Trade payables
Bank Overdraft
Bank Loans
Available facilities:
Equipment Finance Liabilities (refer to note 12b)
Bank Bill Facility
Bank Loan Facilities
Bank Overdraft
Recognition and measurement
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any
difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the consolidated income statement over
the period of the borrowings using the effective interest method.
Borrowings are removed from the balance sheet of the Group when the terms and obligations specified in the contract are discharged, cancelled
or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party, and the
consideration paid is recognised in the consolidated income statement as other income or finance costs.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months
after the reporting period.
Borrowing costs, including transaction fees, are recognised in the consolidated income statement in the period in which they are incurred.
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15. BORROWINGS, CONT.
Secured liabilities and assets pledged as security
In June 2021, the Company renewed its finance facilities across the Group with Australia and New Zealand Banking Group Limited (ANZ) to
include the Company and all subsidiaries. This renewal included restructuring a Business Development loan into a longer term Bill facility.
The Group has a number of finance facilities with ANZ which were renewed during the reporting period. Available facilities include overdrafts,
a bank bill and bank loan facilities which are secured by mortgage over the property and water rights owned by Nichols Poultry Pty Ltd and
property owned by Van Diemen’s Land Dairy Pty Ltd. The facilities are also secured by a general security agreement over the property of Nichols
Poultry Pty Ltd and Van Diemen’s Land Dairy Pty Ltd not otherwise secured.
Financial covenants
The renewed financing arrangements with ANZ resulted in a change to the financial covenants applicable to the Company. Under the terms of
the renewed financing arrangements the Group is required to comply with an interest cover ratio financial covenant.
The first assessment date for the covenant is 31 December 2022, as an unconditional waiver was obtained for the current year.
16. PROVISIONS
Current
Employee benefits
Other provisions
Non-current
Employee benefits
2021
$’000
2020
$’000
1,365
-
1,365
169
169
1,172
-
1,172
153
153
Recognition and measurement
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group
will be required to settle the obligation, and a reliable estimate can be made of the quantum of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date,
taking into consideration the risks and uncertainties surrounding the obligation. If the effect of the time value of money is material, provisions are
discounted using a current pre-tax rate that reflects the time value of money and the risks specific to the liability.
Employee benefits
A provision is made for employee benefits arising at the end of the reporting period. Employee benefit obligations are presented as current
liabilities in the consolidated balance sheet if the Group does not have an unconditional right to defer settlement for at least 12 months after the
reporting period, regardless of when the actual settlement is expected to occur.
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NOTES TO AND FORMING PART
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16. PROVISIONS, CONT.
Employee benefits that are expected to be settled within one year from the reporting date have been measured at amounts expected to be paid
when the liability is settled. Employee benefits payable later than one year have been measured at present value of the estimated future cash
outflows to be made for those benefits. In determining the liability, consideration is given to employee wage increments and the probability that
the employee may satisfy any vesting requirements. Those cash flows are discounted using market yields on Australian corporate bond rates
with terms to maturity that match the expected timing of cash flows attributable to those employees.
Provision has been made in the financial statements for benefits accruing to employees up to the reporting date such as annual leave, long
service leave and bonuses (where applicable). No provision is made for non-vesting sick leave as the anticipated patterns of future sick
leave indicates that accumulated non-vesting sick leave will not be paid. Annual leave provisions are measured at nominal values using the
remuneration rates expected to apply at the time of settlement. Long service leave provisions are measured as the present value of expected
future payments to be made in respect of services provided to employees up to reporting date. Expected future payments are discounted using
market yields at reporting date on Australian corporate bonds with terms to maturity that match the estimated future cash flows.
On-costs, such as superannuation and payroll tax are included in the determination of employee benefits provisions.
The net change in the obligation for employee benefits provisions are recognised in the consolidated income statement as a part of employee
benefits expense.
EQUITY
17. CONTRIBUTED EQUITY
Number of Shares
Share Capital
Ordinary shares - fully paid (no par value)
351,902,660
351,902,660
Total share capital
2021
2020
2021
$'000
61,053
61,053
Movements in ordinary share capital:
Date
1/1/21
Details
Balance at beginning of period
Terms and Conditions of Issued Capital
Ordinary Shares
Ordinary Shares
Price
351,902,660
351,902,660
2020
$'000
61,053
61,053
$’000
61,053
61,053
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of
shares held. On a show of hands each 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.
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17. CONTRIBUTED EQUITY, CONT.
Share Options and Performance Rights
Share options and performance rights do not entitle the holder to participate in dividends and the proceeds on winding up of the Company.
The holder is not entitled to vote at General Meetings.
There were nil share options on issue and 3,505,278 performance rights granted as at 31 December 2021 (2020: 5,000,000 share options and
1,653,571 performance rights).
Recognition and measurement
Ordinary shares are classified as equity, with ordinary share capital being recognised at the fair value of the consideration received by the
Company.
Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received.
Ordinary share capital bears no special terms or conditions affecting income or capital entitlements of the shareholders.
Where the Company purchases the Company’s equity instruments, for example as the result of a share buy-back or a share-based payment plan,
the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from the equity attributable to the
owners of TasFoods Limited as ordinary share capital until the shares are cancelled or reissued. Where such ordinary shares are subsequently
reissued, any consideration received, net of any directly attributable incremental transactions costs and the related income tax effects, is
included in the equity attributable to the owners of TasFoods Limited.
18. RESERVES
Employee share option reserve
Nature and Purpose of Reserves
Employee share option reserve
2021
$’000
2020
$’000
691
691
594
594
The reserve is used to record the value of equity instruments issued to employees and directors as part of their remuneration, and other parties
as part of compensation for their services. Details of the employee share option payments are contained in note 30.
Balance at start of year
Net Movement during the year
Balance at end of year
2021
$’000
2020
$’000
594
97
691
493
101
594
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NOTES TO AND FORMING PART
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OTHER NOTES
19. ADDITIONAL CASH FLOW INFORMATION
Cash and cash equivalents
Recognition and measurement
2021
$’000
2020
$’000
1,450
7,635
Cash and cash equivalents include cash on hand and at banks and short-term deposits with an original maturity of three months or less held at
call with financial institutions.
(a) Reconciliation of cash and cash equivalents to the statement of cash flows:
For the purposes of the statement of cash flows, cash and cash equivalents includes cash on hand and in banks and short-term deposits at call,
net of outstanding bank overdrafts. Cash and cash equivalents as at the end of the financial year as shown in the statement of cash flows is
reconciled to the related items in the statement of financial position as follows:
Cash and cash equivalents
Bank overdraft
2021
$’000
2020
$’000
1,450
-
1,450
7,635
(391)
7,245
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NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
19. ADDITIONAL CASH FLOW INFORMATION, CONT.
b) Reconciliation of operating profit after income tax to net cash flows from operating activities:
Net loss after income tax
Depreciation and amortisation
Goodwill impairment
Movement in fair value of biological assets
Share based payments
Interest on leased assets
Other
Change in operating assets and liabilities:
Decrease/(increase) in trade and other receivables
(Increase)/decrease in inventories
(Increase)/decrease in prepayments
(Increase)/decrease in deferred taxes
(Decrease)/Increase in trade and other payables
Increase/(decrease) in provisions
Net cash (outflow)/inflow from operating activities
(c) Non-cash activities
There were no non-cash financing activities.
20. FINANCIAL RISK MANAGEMENT
2021
$’000
2020
$’000
(10,741)
(6,407)
2,037
3,907
76
97
47
173
(480)
(143)
(70)
-
430
210
(4,457)
2,107
3,500
1,300
101
48
141
(99)
(381)
(206)
(1,302)
547
129
(523)
The Group’s principal financial instruments comprise receivables, payables, cash and short-term deposits.
The Group manages its exposure to key financial risks, including interest rate and currency risk in accordance with the Group’s financial risk
management policy. The objective of the policy is to support the delivery of the Group’s financial targets whilst protecting future financial
security.
The main risks arising from the Group’s financial instruments are interest rate risk, foreign currency risk, price risk, credit risk and liquidity risk.
The Group uses different methods to measure and manage different types of risk to which it is exposed. These include monitoring levels of
exposure to interest rate and foreign exchange risk, and assessments of market forecasts for interest rate, foreign exchange and commodity
prices. Ageing analysis and monitoring of specific credit allowances are undertaken to manage credit risk. Liquidity risk is monitored through the
development of future rolling cash flow forecasts.
The Board reviews and agrees policies for managing each of these risks. Primary responsibility for identification and control of financial risks rests
with the Chief Financial Officer under the authority of the Board. The Board reviews and agrees policies for managing each of the risks identified
below, including any hedging cover of foreign currency, interest rate risk, credit allowances, and future cash flow forecast projections.
The carrying amounts of the Group’s financial assets and liabilities at balance date were equal to their fair value.
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NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
20. FINANCIAL RISK MANAGEMENT, CONT.
Recognition and measurement
Classification
The Group classifies its financial instruments in the following categories: financial assets at fair value through profit or loss, loans and receivables,
held-to-maturity investments, and available-for-sale financial assets. The classification depends on the purpose for which the investments were
acquired. Management determines the classification of its financial instruments at the time of initial recognition.
Loans and Receivables
Loan and receivables are measured at fair value at inception and subsequently at amortised cost using the effective interest rate method.
Financial Liabilities
Financial liabilities include trade payables, other creditors and loans from third parties including inter-company balances and loans from, or other
amounts due, to Director-related entities.
Non-derivative financial liabilities are recognised at amortised cost, comprising original debt less principal payments and amortisation.
Risk Exposures and Responses
Interest Rate Risk
The Group’s exposure to market interest rate related primarily to the Group’s cash deposits. At balance sheet date, the Group had the following
mix of financial assets exposed to Australian and overseas variable interest rate risks that are not designated as cash flow hedges:
Financial Assets
Cash and cash equivalents
2021
$’000
2020
$’000
1,450
1,450
7,635
7,635
The Group regularly analyses its interest rate opportunity and exposure. Within this analysis, consideration is given to existing positions and
alternative arrangements for its deposits.
The following sensitivity analysis is based on the interest rate opportunity/risk relating to cash deposits at balance date.
At 31 December 2021, if interest rates had moved, as illustrated in the table below, with all other variables held constant, post-tax profit and equity
would have been affected as follows:
Judgements of reasonably possible movements
+ 0.5% (50 basis points)
- 0.5% (50 basis points)
2021
$’000
2020
$’000
7
(7)
38
(38)
The movement in profits are due to higher/lower interest received. As the Group does not have any derivative instruments, the movements in
equity are those of profit only. A movement of + and – 0.5% is selected because this historically is within a range of rate movements.
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NOTES TO AND FORMING PART
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20. FINANCIAL RISK MANAGEMENT, CONT.
Liquidity Risk
Liquidity Risk is the risk that the Group, although balance sheet solvent, cannot meet or generate sufficient cash resources to meet its payment
obligations in full as they fall due, or can only do so at materially disadvantageous terms.
Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has built an appropriate liquidity risk management
framework for the management of the Group’s short, medium, and long-term funding and liquidity management requirements. The Group
manages liquidity risk by maintaining adequate reserves and by continuously monitoring forecast and actual cash flows and matching the
maturity profiles of financial assets and liabilities.
The Group has Total Liabilities of $20,140 million (2020: $17.903 million) of which $12,211 million (2020: $11.214 million) is recorded as current
liabilities, and Total Current Assets of $14.192 million (2020: $19.877 million) of which $1.450 million (2020: $7.635 million) consists of cash or
cash equivalents, providing the Board with comfort that the Group is solvent and can meet its payment obligations in full as they fall due.
All current liabilities fall due within normal trade terms, which are generally 30 days.
Credit Risk
Credit risk arises from the financial assets of the Group, which comprise cash and cash equivalents and trade and other receivables. The
Group’s exposure to credit risk arises from potential default of the counter party, with maximum exposure equal to the carrying amount of these
instruments. Exposure at balance date is addressed in each applicable note.
The Group does not hold any credit derivatives to offset its credit exposure.
The Group trades only with recognised, creditworthy third parties, and as such collateral is not requested nor is it the Group’s policy to securitize
its trade and other receivables.
It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures including an assessment
of their independent credit rating, financial position, past experience and industry reputation. The risks are regularly monitored.
The Group applies the AASB 9 simplified approach to measuring expected credit losses as disclosed in Note 9. Receivables balances are
monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not significant.
Fair Value
The method for estimating fair value is outlined in the relevant notes to the financial statements. All financial assets held at fair value are valued
based on the principles outlined in AASB 7 in relation to Level 1 of the hierarchy of fair values, being quoted prices (unadjusted) in active markets
for identical assets or liabilities that the entity can access at the measurement date.
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21. CAPITAL MANAGEMENT
When managing capital, management’s objective is to ensure the entity continues as a going concern as well as to maintain optimal returns to
shareholders and benefits for other stakeholders. Management also aims to maintain a capital structure that ensures the lowest cost of capital
available to the entity.
Management are constantly adjusting the capital structure to take advantage of favourable costs of capital or high returns on assets. As the
market is constantly changing, the Board may change the amount of dividends to be paid to shareholders, return capital to shareholders, issue
new shares or sell assets to reduce debt.
Borrowings
Trade and other payables
Total debt
Less cash and cash equivalents
Net (cash)/debt
Total equity
Total capital
2021
$’000
7,469
9,605
17,074
(1,450)
15,624
28,598
61,053
2020
$’000
5,817
9,175
14,992
(7,635)
7,357
39,241
61,053
Gearing ratio (total debt / total equity)
59.7%
38.2%
The Group is not subject to any externally imposed capital requirements, other than those referred to in Note 15.
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NOTES TO AND FORMING PART
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GROUP MANAGEMENT
22. PARENT ENTITY SUPPLEMENTARY INFORMATION
Information relating to TasFoods Limited:
Financial position
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Contributed equity
Reserves
Accumulated losses
Total equity
Financial performance
Total revenue
Loss for the period
Comprehensive loss for the period
Deed of Cross Guarantee
2021
$’000
2020
$’000
28,316
3,572
31,888
2,862
264
3,126
28,762
61,053
691
(32,982)
28,762
5,185
(8,078)
(8,078)
32,614
7,053
39,667
2,648
275
2,923
36,743
61,053
594
(24,904)
36,743
6,655
(5,075)
(5,075)
The wholly owned subsidiaries disclosed in Note 23 are parties to a deed of cross guarantee under which each company guarantees the debts
of the others. By entering into the deed, the wholly owned entities have been relieved from any requirement to prepare a financial report and
directors’ report that might otherwise apply under Instrument 2016/785 issued by the Australian Securities and Investments Commission.
The closed group financial information for 2021 is identical to the financial information included in the consolidated financial statements.
The wholly owned subsidiaries became a party to the deed of cross guarantee dated 23 October 2017.
The companies disclosed in Note 23 represent a ‘closed group’ for the purposes of the Instrument, and as there are no other parties to the deed
of cross guarantee that are controlled by TasFoods Limited, they also represent the ‘extended closed group’.
Capital Commitments
There were no non-cancellable capital expenditure contracted for but not in the financial statements.
Contingent Liabilities
TasFoods Limited is not subject to any liabilities that are considered contingent upon events known at balance sheet date.
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9 0
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
23. SUBSIDIARIES
Country of Incorporation
Principal Activity
Equity Holding
Van Diemen's Land Dairy Pty Ltd
Nichols Poultry Pty Ltd
Shima Wasabi Pty Ltd
Tasmanian Food Co Dairy Pty Ltd
Australia
Australia
Australia
Australia
Dairy
Poultry
Wasabi
Dairy
24. BUSINESS COMBINATIONS
Betta Milk
2021
%
100%
100%
100%
100%
2020
%
100%
100%
100%
100%
On 31 July 2019, the Company acquired via its subsidiary Van Diemen’s Land Dairy Pty Ltd, the milk processing assets, distribution assets and brands
of the Betta Milk Co-operative Society Ltd business based in Tasmania. The acquisition was completed for cash consideration of $11.423 million.
The fair value of the assets arising from the acquisition are as follows:
Land and Buildings
Plant and equipment
Motor vehicles
Brand name
Inventory on hand
Deferred tax asset
Provisions
Net identifiable assets acquired
Add: Goodwill
Consideration paid
Fair Value as at
31 December 2020
$’000
3,675
2,920
214
3,890
498
(1,267)
(380)
9,550
1,873
11,423
The acquisition accounting relating to the Van Diemen’s Land Dairy Pty Ltd acquisition was completed in the financial year ended 31 December
2020. There were no acquisitions in the year ended 31 December 2021.
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9 1
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
24. BUSINESS COMBINATIONS, CONT
Recognition and Measurement
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured
at fair value, which is calculated as the sum of the acquisition-date fair values of assets transferred by the Group, liabilities incurred by the Group
to the former owners of the acquire, and the equity instruments issued by the Group in exchange for control of the acquiree.
Acquisition-related costs are expensed as incurred.
At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognised at their fair value.
Goodwill is measured as the excess of the sum of the consideration transferred and the fair value of the acquirer’s previously held equity
interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If,
after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the
consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held interest
in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the
Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the
measurement period, or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that
existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.
UNRECOGNISED ITEMS
25. CONTINGENT LIABILITIES AND ASSETS
There are no matters which the Group consider would result in a contingent liability as at the date of this report.
26. COMMITMENTS FOR EXPENDITURE
Capital Commitments – Capital Expenditure Projects
There were no non-cancellable capital expenditure contracted for but not in the financial statements.
Other Commitments – Operating Expenditure
Operating expenditure contracted but not included in the financial statements:
Payable:
- Not longer than one year
- Longer than one year and not longer than five years
- Longer than five years
2021
$’000
2020
$’000
-
-
-
-
33
-
-
33
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9 2
NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
27. EVENTS OCCURRING AFTER REPORTING DATE
The Board is not aware of any matter or circumstance not otherwise dealt with in these financial statements that has significantly or may
significantly affect the operation of the Group, the results of those operations, or the state of affairs of the Group in subsequent financial years.
OTHER INFORMATION
28. RELATED PARTY TRANSACTIONS
Key Management Personnel Compensation
The aggregate compensation of the key management personnel of the entity is set out below:
Short term benefits
Post-employment benefits
Share based payments
Termination payments
Termination payments relate to payments made to departing CEO, Jane Bennett, on cessation of employment.
29. AUDITOR’S REMUNERATION
Remuneration for audit and review of the financial reports of the parent entity or any entity in the Group:
Auditors of the parent entity:
Auditing the financial report
Other assurance services
30. SHARE BASED PAYMENTS
Performance Rights
(a) Share based payment arrangements
2021
$
2020
$
828,640
81,797
54,971
132,000
1,097,408
687,056
63,030
97,803
-
847,889
2021
$
2020
$
172,250
-
172,250
178,900
-
178,900
TasFoods Limited offers the Chief Executive Officer and senior management the opportunity to participate in the Long-Term Incentive Plan (LTIP),
which involves performance rights to receive shares in TasFoods Limited. The LTIP is designed to:
• Assist in the motivation, retention and reward of employees, including the Chief Executive Officer and members of senior management; and
• Align the interests of employees participating in the LTIP more closely with the interests of shareholders by providing an opportunity for those
employees to receive an equity interest in the TasFoods Limited Group through the granting of performance rights.
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NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
30. SHARE BASED PAYMENTS, CONT.
Under the LTIP, performance rights were issued to the Chief Executive Officer and managers of senior management as the LTI component of
their remuneration. Performance rights granted under the LTIP have a share price growth performance vesting condition. Vesting percentages
(of the grant/stretch/maximum level of LTI) to be determined by the following scale:
Performance Level
TFL Share Price
% of the Grant/Stretch /Maximum Vesting
>Stretch
Stretch
>$0.32
$0.32
Between Target and Stretch
>$0.27 and < $0.32
Target
$0.27
100%
100%
Pro-rata
50%
The targets for share price growth are based on a starting share price of $0.20 (being the weighted average share price of all capital raisings
undertaken by the Company since 2016) which is a Compound Annual Growth Rate (CAGR) from December 2020 of 10.0% to achieve ‘target’
share price and a CAGR of 30.0% to achieve ‘stretch’ share price; noting that the share price at the beginning of 2021 was lower than the
weighted average capital raise price, using the VWAP of $0.123 cents as a base, a CAGR of 30.0% over the years 2021 to 2023 is required to
achieve ‘target’ share price and a CAGR of 37.5% is required to achieve ‘stretch’ share price.
Share Price will be determined by a ten-trading day volume weighted average share price ending on the date that is the end of the
Measurement Period.
2021
Performance Period
Grant Date
From
To
Balance at
start of Year
Granted
During Year
Forfeited
Vested
Balance at
End of Year
Fair Value
per Share
6/9/21
24/10/19
1/1/21
1/1/19
31/12/23
31/12/21
-
1,851,707
1,653,571
-
-
-
-
-
1,851,707
1,653,571
$0.037
$0.042
2020
Performance Period
Grant Date
From
To
Balance at
start of Year
Granted
During Year
Forfeited
Vested
Balance at
End of Year
Fair Value
per Share
17/7/17
26/7/18
24/10/19
1/1/17
1/1/18
1/1/19
31/12/19
31/12/20
31/12/21
2,333,619
1,162,632
1,653,571
-
-
-
(2,333,619)
(1,162,632)
-
-
-
-
-
-
1,653,571
$0.068
$0.044
$0.042
The performance rights hold no voting or dividend rights and are not transferable.
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NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
30. SHARE BASED PAYMENTS, CONT.
c. Fair value of performance rights granted
For the performance rights granted during the 2021 financial year, the fair value was measured at the grant date of 6 September 2021 for those
rights issued to the Chief Executive Officer and senior management.
The fair value of the performance rights granted under the LTIP was calculated by an independent expert using a Monte-Carlo simulation.
The expense recognised in relation to the performance rights applicable to the Chief Executive Officer and senior management for the year
ended 31 December 2021 is $11,419 (31 December 2020: nil).
Share Options
a. Share based payment arrangements
On 30 November 2017 TasFoods Limited issued 5,000,000 share options to Shane Noble upon his appointment as a Director of the Company.
The options granted were for nil cash consideration and will entitle the option holder to acquire one ordinary share in the Company at an
exercise price of $0.1884 until 30 November 2021. As Shane Noble did not exercise the options prior to the expiry date of 30 November 2021,
the options granted expired.
b. Share options granted
Share options outstanding at 31 December 2021 are as follows:
Grant Date
Expiry Date
Exercise Price
Balance at
start of Year
Granted
Exercised
30/11/2017
30/11/2021
$0.1884
5,000,000
-
27/08/2021
01/10/2024
27/08/2021
01/10/2025
$0.10
$0.10
-
-
2.500,000
2.500,000
5,000,000
5,000,000
-
-
-
-
Weighted average exercise price
c. Fair value of share options granted
Expired/
forfeited/ other
Balance at
End of Year
(5,000,000)
-
-
-
2,500,000
2,500,000
(5,000,000)
5,000,000
$ 0.10
For share options granted during the 2017 financial year, the fair value was measured at the grant date of 30 November 2017.
The fair value of the performance rights granted under the LTIP was calculated by an independent expert using the Binomial method.
The expense recognised in relation to share options for the year ended 31 December 2021 is $74,349 (31 December 2020: $81,250).
d. Share Options at 31 December 2021
There are no share options held by current or former Directors outstanding as at 31 December 2021.
There are 5,000,000 share options held by KMP as at 31 December 2021.
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NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
30. SHARE BASED PAYMENTS, CONT.
Recognition and Measurement
The Group provides benefits to the Directors, the Chief Executive Officer and certain senior management in the form of share-based payment,
whereby services are rendered in exchange for rights over shares (performance rights) or options.
The fair value of the performance rights and options is recognised as an employee benefits expense, with a corresponding increase in equity. The
total amount to be expensed is determined by reference to the fair value of the performance rights or options granted.
The total expense is recognised over the period in which the performance and/or service conditions are fulfilled (the vesting period), ending on
the date on which the relevant employees become fully entitled to the award (the vesting date).
31. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of preparation
These financial statements are general purpose financial statements that have been prepared in accordance with Australian Accounting
Standards, Australian Accounting Interpretations and the Corporations Act 2001, as appropriate for-profit oriented entities.
The financial statements cover the Company and its controlled entities as a group for the financial year ended 31 December 2021. The Company
is a company limited by shares, incorporated and domiciled in Australia.
Separate financial statements for the Company as an individual entity are no longer presented as a consequence of a change to the
Corporations Act 2001, however limited financial information for the Company as an individual entity is included in Note 22.
The following is a summary of material accounting policies adopted by the Group in the preparation and presentation of the financial statements
not elsewhere disclosed. The accounting policies have been consistently applied, unless otherwise stated.
(b) Compliance with IFRS
The financial statements comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards
Board (IASB).
(c) Historical Cost Convention
The financial statements have been prepared under the historical cost convention. All amounts are presented in Australian dollars unless
otherwise noted.
(d) Principles of Consolidation
The consolidated financial statements are those of the Group, comprising the parent entity and its controlled entities as defined in Accounting
Standard AASB 10 ‘Consolidated Financial Statements’. Control is achieved when the Company:
• has power over the investee;
• is exposed, or has rights, to variable returns from its involvement with the investee; and
• has the ability to use its power to affect its returns.
The Company reassess whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the
three elements of control listed above.
Details of the controlled entities are contained in Note 23.
Financial statements for controlled entities are prepared for the same reporting period as the parent entity. Controlled entities are fully
consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is
transferred out of the Group. Adjustments are made to bring into line any dissimilar accounting policies, which may exist.
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NOTES TO AND FORMING PART
OF THE FINANCIAL STATEMENTS, CONT.
31. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONT.
All inter-company balances and transactions, including any unrealised profits or losses have been eliminated on consolidation.
Non-controlling interests in the equity and results of the entities that are controlled are shown separately in the consolidated financial statements.
(e) Critical Accounting Estimates, Judgements and Errors
The preparation of the financial statements of the Group requires the use of accounting estimates which, by definition, will seldom equal the
actual results. Management also needs to exercise judgement in applying the Group’s accounting policies.
Areas within the financial report which contain a higher degree of judgement or complexity, and items which are more likely to be materially
adjusted due to estimates and assumptions turning out to be incorrect. Detailed information about each of these estimates and judgements are
included in the notes to the financial statements together with the basis of calculation.
The areas involving significant estimates or judgements are:
• Estimated fair value of biological assets; and
• Estimated value in use calculations for the assessment of the recoverable amount of goodwill and indefinite life intangibles.
Estimates and judgements are continually evaluated. They are based on historical experience, information, and other factors, including
expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.
(f ) Comparatives
Where necessary, comparative information has been reclassified and repositioned for consistency with current year disclosures.
(g) New Standards and interpretations not yet adopted
Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2020 reporting periods
and have not yet been adopted by the Group. There are no standards that are not yet effective and that would be expected to have a material
impact on the Group in the current or future reporting periods and on foreseeable future transactions.
(h) Rounding Amounts
The company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 and in accordance
with that Class Order, amounts in the financial statements have been rounded off to the nearest thousand dollars, or in certain cases, to the
nearest dollar.
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DIRECTORS’ DECLARATION
1.
In the opinion of the Directors of TasFoods Limited (the “Company”):
a.
The financial report and the Remuneration Report included in the Directors’ Report, designated as audited of the Group 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 31 December 2021 and of its performance for the year ended on that
date; and
Complying with the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting
requirements;
b.
At the date of this declaration, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable;
2.
3.
The financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting
Standards Board, as described in the notes to the financial statements; and
This declaration has been made after receiving the declarations required by section 295A of the Corporations Act 2001 from the Chief
Executive Officer and the Chief Financial Officer for the financial year ended 31 December 2021.
Signed in accordance with a resolution of the Directors made pursuant to section 295(5) of the Corporations Act 2001. This declaration is made
in accordance with a resolution of the Directors.
Craig Treasure
Non-Executive Chair
28 February 2022
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Independent auditor’s report
To the members of TasFoods Limited
Report on the audit of the financial report
Our opinion
In our opinion:
The accompanying financial report of TasFoods Limited (the Company) and its controlled entities
(together the Group) is in accordance with the Corporations Act 2001, including:
(a) giving a true and fair view of the Group's financial position as at 31 December 2021 and of its
financial performance for the year then ended
(b) complying with Australian Accounting Standards and the Corporations Regulations 2001.
What we have audited
The Group financial report comprises:
the consolidated statement of financial position as at 31 December 2021
the consolidated statement of changes in equity for the year then ended
the consolidated statement of cash flows for the year then ended
the consolidated statement of profit or loss and other comprehensive income for the year then
ended
the notes to the consolidated financial statements, which include significant accounting policies
and other explanatory information
the directors’ declaration.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the financial
report section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical
Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence
Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also
fulfilled our other ethical responsibilities in accordance with the Code.
PricewaterhouseCoopers, ABN 52 780 433 757
2 Riverside Quay, SOUTHBANK VIC 3006, GPO Box 1331, MELBOURNE VIC 3001
T: 61 3 8603 1000, F: 61 3 8603 1999
Liability limited by a scheme approved under Professional Standards Legislation.
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Material uncertainty related to going concern
We draw attention to Note 1 in the financial report, which indicates that the Group incurred a net loss
of $10.7 million and a net cash outflow from operations of $4.8 million during the year ended 31
December 2021. These conditions, along with other matters set forth in Note 1, indicate that a material
uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern.
Our opinion is not modified in respect of this matter.
Our audit approach
An audit is designed to provide reasonable assurance about whether the financial report is free from
material misstatement. Misstatements may arise due to fraud or error. They are considered material if
individually or in aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of the financial report.
We tailored the scope of our audit to ensure that we performed enough work to be able to give an
opinion on the financial report as a whole, taking into account the geographic and management
structure of the Group, its accounting processes and controls and the industry in which it operates.
Materiality
For the purpose of our audit we used overall Group materiality of $694,000, which represents
approximately 1% of the Group’s total revenue. We applied this threshold, together with qualitative
considerations, to determine the scope of our audit and the nature, timing and extent of our audit
procedures and to evaluate the effect of misstatements on the financial report as a whole.
We applied this threshold, together with qualitative considerations, to determine the scope of our audit and
the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements on the
financial report as a whole.
We chose Group revenue as, in our view, it is the benchmark against which the performance of the Group
is most commonly measured given the Group remains in a growth phase.
We utilised a 1% threshold based on our professional judgement, noting it is within the range of commonly
acceptable thresholds. We utilised a 1% threshold based on our professional judgement, noting it is within
the range of commonly acceptable thresholds.
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Audit Scope
Our audit focused on where the Group made subjective judgements; for example, significant accounting
estimates involving assumptions and inherently uncertain future events.
We performed an audit of the most significant operating business units of the Group, being Poultry and
Dairy. We performed specific risk focused audit procedures over Wasabi and the corporate head office.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report for the current period. The key audit matters were addressed in the
context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters. Further, any commentary on the outcomes of a
particular audit procedure is made in that context. We communicated the key audit matters to the Audit
and Risk Committee.
In addition to the matter described in the Material uncertainty related to going concern section, we
have determined the matter(s) described below to be the key audit matters to be communicated in our
report.
Key audit matter
How our audit addressed the key audit matter
Valuation of goodwill and indefinite lived
intangible assets
(Refer to note 13 in the financial report)
The Group held indefinite lived intangible assets
comprised of goodwill ($3.9 million) and brand value,
patents and trademarks ($6.8 million) across its Dairy
and Poultry Cash Generating Units (CGUs). Under
Australian Accounting Standards, the Group is
required to assess goodwill and indefinite life
intangibles for impairment at least annually.
At 31 December 2021 the Group assessed the
carrying value of the assets based on value-in-use
models using forecast future cash flows, discounted
to present value. The impairment assessment
resulted in impairment losses of $2.8 million for the
Dairy CGU and $1.1 million for the Poultry CGU, as
disclosed in note 13, reducing the goodwill balance to
nil.
The impairment assessment involved significant
judgements, including sales growth rate, production
costs, indirect cost growth rate per annum, long-term
growth rate and pre-tax discount rate.
This was a key audit matter due to the financial
significance of the goodwill and indefinite lived
We performed the following procedures, amongst
others, in respect of the Dairy and Poultry CGUs:
Assessed whether the Group’s determination of
CGUs was consistent with our understanding of
the nature of the Group’s operations and internal
Group reporting.
Assessed whether each CGU appropriately
included all directly attributable assets and
liabilities.
Assessed whether the valuation methodology,
which utilised discounted cash flow models to
estimate the recoverable amount of each CGU,
was consistent with Australian Accounting
Standards.
Tested the mathematical accuracy of the
calculations in the financial models used to
assess impairment (“the models”) at 31
December 2021.
Assessed whether the forecast in the discounted
cash flow models used in the impairment
assessment were appropriate by performing the
following procedures, amongst others:
Compared the 2022 forecasted cash flows
used in the models with the forecast formally
approved by the Board.
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Key audit matter
How our audit addressed the key audit matter
intangibles and the significant judgements and
assumptions applied in estimating future cash flows.
Evaluated the historical accuracy of the
Group’s forecasts by comparing the
forecasts used in the prior year models to
the actual performance.
Assessed the forecast growth assumptions
used in the models by reference to our
understanding of the key drivers for future
growth, with reference to third party
information.
Compared the forecast production costs and
indirect cost growth to the most recent
internal budgets and to historical actual
costs.
Compared the terminal growth rate used in
the models to external economic forecasts.
With the assistance of PwC valuation
experts, assessed whether the discount
rates used in the models were appropriate
by comparing them to market data,
comparable companies and industry
research.
Evaluated the reasonableness of the disclosures
made in note 13, including key assumptions and
sensitivities to changes in such assumptions,
considering the requirements of Australian Accounting
Standards.
Other information
The directors are responsible for the other information. The other information comprises the
information included in the annual report for the year ended 31 December 2021, but does not include
the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of
this auditor’s report, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
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Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of the financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing
and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our
auditor's report.
Report on the remuneration report
Our opinion on the remuneration report
We have audited the remuneration report included in pages 34 to 50 of the directors’ report for the
year ended 31 December 2021.
In our opinion, the remuneration report of TasFoods Limited for the year ended 31 December 2021
complies with section 300A of the Corporations Act 2001.
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Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
remuneration report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the remuneration report, based on our audit conducted in accordance with
Australian Auditing Standards.
PricewaterhouseCoopers
Brad Peake
Partner
Melbourne
28 February 2022
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SHAREHOLDER INFORMATION
The shareholder information set out below was applicable as at 4 February 2022.
A. DISTRIBUTION OF EQUITY SECURITIES
Analysis of numbers of equity security holders by size of holding:
HOLDING DISTRIBUTION
As at 4 February 2022
Range
100,001 and over
10,001 to 100,000
5,001 to 10,000
1,001 to 5,000
1 to 1,000
Total
Unmarketable Parcels
Securities
326,327,355
22,552,677
1,728,345
1,218,971
75,312
351,902,660
1,428,025
%
92.73
6.41
0.49
0.35
0.02
100.00
0.41
No of Holders
237
581
218
383
239
1,658
647
%
14.29
35.04
13.15
23.10
14.41
100.00
39.02
B. EQUITY SECURITY HOLDERS
Twenty largest quoted equity security holders.
The names of the twenty largest holders of quoted equity securities are listed below
(some are grouped where the holdings are deemed to be controlled by the same entity):
Rank
Name
Units
Percentage %
CITICORP NOMINEES PTY LIMITED
Includes entities associated with JANET CAMERON
CVC LIMITED
67,760,124
51,769,199
MELBOURNE SECURITIES CORPORATION
43,717,688
19.26
14.71
12.42
10.31
3.02
2.96
2.66
2.56
1.60
1.26
36,290,950
10,612,126
10,400,000
9,354,909
9,000,000
5,623,530
4,432,428
1
2
3
4
5
6
7
8
9
NATIONAL NOMINEES LIMITED
Includes TASPLAN SUPERANNUATION FUND
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
HELBERN INVESTMENTS PTY LTD
BICHENO INVESTMENTS PTY LTD
Entity associated with JANET CAMERON
MR JIMMY THOMAS AND MS IVY RUTH PONNIAH
NICHOLS INVESTMENTS PTY LTD
10
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
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SHAREHOLDER INFORMATION
B. EQUITY SECURITY HOLDERS, CONT.
Rank
Name
Units
Percentage %
11
12
13
14
15
16
17
18
19
SHANE ALEXANDER NOBLE
DARIUS ISAAC
QUALITY LIFE PTY LTD
ELPHINSTONE HOLDINGS PTY LTD
JANE FRANCES BENNETT
CUSTODIAL SERVICES LIMITED
(various private holders)
BARANA PTY LTD
BOB WILSON
CHARDON LODGE PTY LTD
Entity associated with Jane Frances Bennett
20
BENJAMIN SCOTT SWAIN & ANN YEO RUM SWAIN
Totals: Top 20 holders of TFL ORDINARY FULLY PAID
Total Remaining Holders Balance
Total Holders Balance
2,968,055
2,810,316
2,541,070
2,000,000
1,801,751
1,767,281
1,748,859
1,600,000
1,351,086
1,150,000
268,699,372
83,203,288
351,902,660
As at 4 FEBRUARY 2022, the 20 largest shareholders held ordinary shares representing 76.36% of the issued share capital.
SUBSTANTIAL SHAREHOLDERS
Substantial holders in the Company are set out below:
Name
Janet H Cameron
CVC Limited
Melbourne Securities Corporation
Tasplan Superannuation Fund
Number Of Shares Held
78,010,137
51,769,199
41,419,779
33,779,663
0.84
0.80
0.72
0.57
0.51
0.50
0.50
0.45
0.38
0.33
%
22.17%
14.71%
12.42%
9.60%
C. VOTING RIGHTS
The voting rights attached to ordinary shares are set out below:
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.
D. USE OF CASH
Cash and assets readily convertible to cash held by the Company for the reporting period were used in a way consistent with its business
strategy and objectives.
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TASFOODS ANNUAL REPORT 2021