Foley Wines Limited/Announcement
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FWL Full Year 2021 and Annual Report Published

Full Year Results26 August 2021FWLConsumer Staples

Results announcement

Results for announcement to the market

Name of issuer Foley Wines Limited

Reporting Period 12 months to 30 June 2021

Previous Reporting Period 12 months to 30 June 2020

Currency NZD

Amount (000s) Percentage change

Revenue from continuing operations $57,952 +5.1%

Total Revenue $57,989 +3.8%

Net profit/(loss) from continuing operations $3,950 -19.5%

Total net profit/(loss) $3,866 -44.1%

Interim/Final Dividend

Amount per Quoted Equity Security $ 0.04000000

Imputed amount per Quoted Equity Security $ 0.01555556

Record Date 8 October 2021

Dividend Payment Date 22 October 2021

Current period Prior comparable period

Net tangible assets per Quoted Equity

Security

$1.48 $1.37

A brief explanation of any of the figures

above necessary to enable the figures to be

understood

Note: the net profit/loss in the prior year included a

deferred tax adjustment of $1,519 due to the re-

introduction of depreciation on commercial buildings from

the 2020/2021 tax year – excluding this one-off

adjustment the net profit in the prior year was $5,402 –

change this year vs this adjusted figure is -30.7%.

Other Key Metrics:

Operating Profit before revaluations and income tax

(“Operating Earnings”) $8,036 +3.7%

Operating Profit before interest, impairment, revaluations,

income tax, depreciation and amortisation (“Operating

EBITDA”) $15,326 +1.1%

This announcement should be read in conjunction with

the attached audited Annual Report 2021. A copy of the

Annual Report 2021 can also be found on the FWL web

site www.foleywines.co.nz.

Authority for this announcement

Name of person


authorised to make this

announcement

Jane Trought – CFO

Contact person for this announcement Mark Turnbull – CEO

Contact phone number +64 21 714 885

Contact email address mark@foleywines.co.nz

Date of release through MAP


26 August 2021


Audited financial statements accompany this announcement.

---

Distribution Notice

Section 1: Issuer information

Name of issuer Foley Wines Limited

Financial product name/description Ordinary Shares

NZX ticker code FWL

ISIN NZGRME0001S1

Type of distribution


Full Year X Quarterly

Half

Year

Special

DRP

applies


Record date 8 October 2021

Ex-Date 7 October 2021

Payment date 22 October 2021

Total monies associated with the

distribution

$2,629,445.92

Source of distribution Retained earnings

Currency NZD

Section 2: Distribution amounts per financial product

Gross distribution $0.05555556

Total cash distribution $0.04000000

Excluded amount $N/A

Supplementary distribution amount $0.00705882

Section 3: Imputation credits and Resident Withholding Tax

Is the distribution imputed Fully imputed

If fully or partially imputed, please state

imputation rate as % applied

28%

Imputation tax credits per financial

product

$0.01555556

Resident Withholding Tax per financial

product

$0.00277778

Section 4: Distribution re-investment plan (not applicable)

Section 5: Authority for this announcement

Name of person


authorised to make this

announcement

Jane Trought - CFO

Contact person for this announcement Mark Turnbull - CEO

Contact phone number +64 21 714 885

Contact email address mark@foleywines.co.nz

Date of release through MAP


26 August 2021

---

made by land & hand
ANNUAL REPORT

|

2021

FOLEY WINES LIMITED | ANNUAL REPORT 2019
Performance Highlights 3

Operating Performance 5

Chief Executive Officer (CEO) and Directors’ Report 6 – 16

Directors’ Responsibility Statement 17

Financial Statements

Income Statement 20

Statement of Comprehensive Income 21

Statement of Changes in Equity 22

Statement of Financial Position 23 – 24

Statement of Cash Flows 25

Notes to the Financial Statements 26 – 66

Independent Auditor’s Report 67 – 71

Corporate Governance Statement 72 – 80

Statutory Information 81 – 87

Company Directory 88

Foley Wines is a collection of iconic

wineries and brands from New Zealand’s

most acclaimed wine regions

Each with a unique story of New Zealand to

tell, our wineries and distillery are linked by a

common unrelenting purpose; to make great

wine that people love to drink around the world

– made by land & hand.

made by

land &

hand

Contents

1

FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021 FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

Our Wineries
& Distillery

2021 has been a year of significant progress, against a background of

uncertainty due to Covid-19 in terms of disruptions to key hospitality

markets globally, unfavourable exchange rates and major logistical issues

with global shipping and supply chains.

CASE SALES

565,000 (up 6%)

DOMESTIC CASES

170,299 (up 8.6%)

BOTTLED SALES REVENUE

$53,255,000 (up 6.6%)

OPERATING EARNINGS

$8,036,000 (up 3.7%)

DECLARED DIVIDEND

4 cents per share

fully imputed (up 33%)

Performance

Highlights

CONTINUED PREMIUMISATION

Martinborough Vineyard

Martinborough

Grove Mill

Wairau Valley, Marlborough

Te Kairanga

Martinborough

Vavasour

Awatere Valley, Marlborough

Lighthouse Gin

Martinborough

Mt Difficulty

Central Otago

23

FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021 FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

The Company reports a record operating profit before revaluations and income tax
(“operating earnings”) of $8,036,000 compared with $7,750,000 for the previous

financial year.

As outlined every year, we are of the firm belief that operating performance (underlying

profit) is the key metric to demonstrate the progress the Company is making due to the

complexity around the accounting standards and fair value adjustments particularly with

harvested grapes. The reasons are twofold. Firstly, this is how the Company budgets,

determines pricing and manages performance. Secondly, the fair value of grapes is a timing

issue. A gain in the year of harvest is reversed in the year of sale and, on the flip side, a loss

in the year of harvest is reversed in the year of sale.

Profit for the period net of tax attributable for the shareholders was $3,866,000, down 44%

compared with $6,921,000 the previous year. A significant influence is the fair value loss on

harvested grapes of $1,709,000 compared with last year’s gain $1,243,000 (as noted above

this will be reversed when sold). Finally, last year the Company had a one-off deferred

tax adjustment of $1,519,000 required due to the re-introduction of the depreciation on

commercial buildings from the 2020/2021 tax year.

Operating

Performance

ANOTHER RECORD YEAR

Bottled

Case Sales

BOTTLED CASE SALES (000’S) 12 MONTHS TO JUNE

J U N E ‘ 21JUNE ‘20% CHANGEJ U N E ‘19% CHANGE

New Zealand

170157+8.3%118+44.1%

Australia

135132+2.3%138-2.2%

USA/Canada

127121+5%145-12.4%

UK/Europe

9992+7.6%97+2.1%

Rest of World

3431+9.7%24+41.7%

TOTAL

565533+6%522+8.2%

45

FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021 FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

On behalf of Directors of Foley Wines Limited (FWL) we are pleased to present the 2021
operating results and annual report for the 12 months ended 30 June 2021.

COVID-19

The company experienced considerable disruption as a result of Covid-19. Disruption

in markets such as United Kingdom and the United States, where we have considerable

exposure to hospitality, airlines and cruise line businesses, meant a considerable downturn

in sales through these channels. Furthermore, the Company incurred cost in relabelling

wine which was intended for these markets, which is an expensive and time consuming

process (different countries have different back label requirements).

The media has reported extensively on the issues with global shipping. While pre-Covid a

booking could often be secured within two weeks, it has not been unusual for bookings on

vessels to take 3 to 4 months. In addition, these bookings can change several times adding

further complexity and cost.

The Company would have been much closer to 600,000 cases if these logistics issues had

not prevented some orders being shipped this financial year.

Mark Turnbull, CEO and Director

“ Our premiumisation strateg y

continues to create opportunities

for the business.”

CEO & DIRECTORS’ REPORT

A Pivotal Year

CASHFLOW

Operating cash flow was $7,184,000 for the year, down from $10,792,000 the previous

year. This year’s cashflow was significantly influenced by a number of factors:

– A much stronger second half of the year, reflected in trade debtors being up $2.42m at

year end.

– An increase in tax payments of $1.121m as a result of the uplift in profits in the year

ended 30 June 2020.

– Grower payments of $953,000 brought forward into this financial year to assist

growers that were impacted by the low vintage.

Capital expenditure was $5,626,000 for the year, compared with $4,417,000 the previous

year. The major item of expenditure is the development at Te Kairanga in Martinborough.

During this period the new underground barrel storage facility was completed in time for

vintage at a cost of $3.5m. The balance of the capital expenditure was operating capital

expenditure of $2.1m.

The Company is forecasting to increase this year’s capital expenditure to approximately

$4m (not including the next stage of development in Martinborough). A major focus of this

expenditure is on vineyard investment, both in terms of replant programmes and machinery

to increase productivity.

During the year the balance of the consideration for Mt Difficultly was paid of $5.2m

which was financed from banking facilities and throughout the year $2m was repaid in

terms of term borrowings.

The total dividend paid for the year was $1,972,000.

67

FOLEY WINES LIMITEDFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORTFOLEY WINES LIMITEDFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

We are expecting the tasting room and distillery to be opened in April next year and the
restaurant in July, hopefully in time for the resumption of wine tourism to New Zealand in

the summer of 2023.

The company expects the majority of the capex to be financed from operating earnings

with the balance from banking facilities.

BANK OF NEW ZEALAND FACILITIES

The Company’s banking facilities were due to be renewed in January 2022. We are

delighted to advise these were renewed in July 2021 for a period of 4.5 years. We have a

great working relationship with the Bank of New Zealand and value their ongoing support.

LIGHTHOUSE GIN

Once again Lighthouse Gin continues to be a small but important part of the business.

Sales were 46,683 Litres (equivalent to approximately 66,690 700ml bottles) compared

with 35,540 Litres (equivalent to approximately 50,772 700ml bottles) in the prior

12 months – an increase of 31%.

Lighthouse continues to attract new customers globally and forms a key part of our portfolio

with many global importers and retailers. With the completion of our new distillery in the

next 12 months, along with the arrival of our new 700 litre still from Germany, we have the

ability to scale Lighthouse considerably.

MARTINBOROUGH DEVELOPMENT

The new development in Martinborough at the Te Kairanga winery is a major investment

which will have a major influence on the profitability of the business.

The total cost is expected to be in the vicinity of $11m, of which $3.5m was spent in the

June 2021 year with the completion of the subterranean barrel facility of approximately

650sqm.

Upstairs is 1,100sqm comprising of a purpose-built gin distillery, warehouse, tasting room,

100 person restaurant and a private dining room.

Our direct to consumer business is a key part of our business. With our knowledge of

Mt Difficulty, we expect the cellar door and restaurant to be an important contributor both

in terms of its profit contribution and also the effect a strong “spiritual home” will have on

brand awareness locally and globally.

This new home to our Martinborough brands will also integrate with our Foley Wine Club,

the online cellar door that brings all our brands into consumers’ homes. This is a powerful

direct platform further enhanced by the Foley Rewards loyalty programme launched last

year. Described by one member as ‘the airline points scheme for wine’, the programme

has been an overwhelming success with strong growth in membership during FY2021,

and one in five members redeeming rewards in the first year. The new development

in Martinborough will give us the opportunity to engage with potential new members,

enabling us to further accelerate the growth of this valuable direct channel.

FOLEY WINES LIMITEDFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT FOLEY WINES LIMITEDFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

89

BUILDING POWERFUL BRANDS
The 2021 year saw continued investment in the premium positioning and profile of our

brands to ensure our multi-channel distribution delivers a strong rate of sale for our

customers.

Several packaging updates were completed to enhance the premium credentials of the

brands, to ensure the brands work hard in premium on and off premise outlets, and to

authentically convey the stories and quality inside the bottle.

Designed for those consumers seeking style and a care for our environment in the products

they choose, particular emphasis was placed on designs and materials that better reflect

the sustainability credentials of our vineyards and wineries. Built-in sustainability features

such as sugarcane label stocks are now used on the Grove Mill and Dashwood brands.

These new labels are well established in market and have been receiving positive feedback

from customers and consumers alike.

A packaging refresh for Martinborough Vineyard reaffirms this as one of New Zealand’s

iconic luxury wine brands, while its companion brand Te Tera has been recast in

contemporary, stylish packaging reflecting its wine style. Both new labels will be seen on

shelves later this year.

Communications continued to be targeted to build brand awareness and appetite amongst

premium wine lovers, in line with our premiumisation strategy. Digital and radio

advertising supported customer activity, while outdoor advertising, print and PR coverage

in high quality lifestyle titles built awareness of the new brand identities launched

throughout the year.

As mentioned above, the Foley Wine Club goes from strength to strength with the strong

uptake of the Foley Rewards loyalty programme. Growing membership and sales make this

an increasingly powerful platform to showcase our portfolio of premium brands and sell

directly to consumers, including rare and library wines which have limited availability in

the market. We are excited about the opportunity the new development in Martinborough

presents to grow the Foley Wine Club as these two direct channels work in synergy with

each other.

We have also seen a pleasing uptake of the Shareholder Store since its relaunch during the

year. Available exclusively to Shareholders, this online store makes available our portfolio

of brands at special Shareholder prices, as well as access to Shareholder-only offers.

1011

FOLEY WINES LIMITEDFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORTFOLEY WINES LIMITEDFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

2021 HARVEST
The harvest totalled 5,582 tonnes across the Marlborough, Martinborough and

Mt Difficulty wineries, an overall decrease of 28% on last year’s harvest of 7,803 tonnes.

The harvest decrease was predominately driven by adverse weather conditions through

flowering which has had extensive media coverage and is a reminder that at the heart of

our business is farming with agricultural risks.

This decrease in tonnage is reflected in the fair value loss of $1,709,000 discussed earlier,

which has two major influences on the year ahead in terms of less wine to sell and an

increase in cost of goods.

Due to our major focus on the premiumisation strategy we have been working on, we do

not believe this vintage will have a material effect on the year ahead. Through focussing

on our higher price point wines and high quality distribution secured over the past year,

we are forecasting that our operating earnings will be largely in line with this year of $8m.

Moving forward the Company is very focussed on our vineyard strategy and is well placed

to seek major improvements in the medium to long term which will be margin accretive.

1213

FOLEY WINES LIMITEDFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORTFOLEY WINES LIMITEDFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

SUSTAINABILITY
It is the view of the Company that acting sustainably is a matter of urgency, not a ‘nice

to have’. Environmental issues continue to be propelled even further into the forefront of

consumers’ minds.

The practical, tangible sustainability practices that underpin our operations go beyond the

Sustainable Winegrowing New Zealand accreditation held by each of our wineries. Our

practices carry through from vineyards to packaging, with further steps toward safeguarding

our environment for future generations made during the 2021 year.

Recycled New Zealand Glass

In an industry dominated by coal-powered glass

produced overseas, we have chosen to bottle

our wines in New Zealand, using New Zealand-

sourced, recycled glass, reducing our carbon

footprint and supporting our local industry.

Industry-Leading Water Conservation

Winery wastewater at all wineries is

recycled to irrigate our vineyards and

native plantings through a system that

has been held up as a benchmark in both

Marlborough and Central Otago.

Restoring Local Habitats

The wetlands we have established beside our

central bottling and warehousing facility at Grove

Mill plays an important role in maintaining a

healthy eco-system and is a thriving habitat for

local fauna.

Powered by Solar

Solar energy at four of our five wineries reduces

our use of energy from the main grid.

Small Footprints part of the Landscape

Our small wineries are positioned amongst our vineyards,

reducing the carbon footprint of incoming grapes during

harvest, and integrating into the landscape. The living roof

at Mt Difficulty is designed to encourage biodiversity,

evaporative cooling and heat retention.

Ongoing Packaging Improvements

We are continuously looking for ways to reduce the

environmental impact of our packaging. This year we

moved our Dashwood and Grove Mill brands into highly

renewable bagasse labels manufactured from sugarcane

waste fibres. All our wines continue to be packaged in locally

sourced caps.

15

FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

14

FOLEY WINES LIMITEDFOLEY WINES LIMITED | CEO AND DIRECTORS’ REPORT

DIVIDEND
The Directors are pleased to advise that after considering the underlying operational

performance and cashflows, and the work done on securing new distribution channels, the

fully imputed dividend will be increased to 4 cents per share. FWL has a strong balance

sheet and is focused on increasing the dividend yield to Shareholders as the Company

grows. The policy of the Board is to evaluate present and projected cash flows, sustainable

operating earnings and, if prudent, to declare a dividend subject to current and future

capital and acquisition expenditure requirements.

OUTLOOK

The Directors believe that the Company has made considerable progress in a period of great

uncertainty and influences that the weather can have. Subject to any further unforeseen

events and exchange rate influences the Company is forecasting an $8m operating earnings

before tax for the 12 months ended 30 June 2022. Furthermore, the Company will be

positioned for a material profit increase for the year ended 30 June 2023. The drivers of

this will be a normal vintage 2022, continued execution of our premiumisation strategy

and the uplift in profitability from our direct to consumer business in New Zealand. The

company will share more details of this at this year’s Annual Shareholders Meeting.

The Company has significant confidence in its business model and the team it has built. As

a result the Company is positioned to consider the next high quality acquisition in the future.

Finally, the Directors wish to thank the team for the outstanding job done over the past year

in a very challenging time.

For and on behalf of the Board of Directors

Mark Turnbull

CEO and Director

For the year ended 30 June 2021

The Directors are responsible for the preparation, in accordance with New Zealand law and

generally accepted accounting practice, of financial statements which fairly present the

financial position of Foley Wines Limited and Group as at 30 June 2021 and the results of

their operations and cash flows for the year ended 30 June 2021.

The Directors consider that the financial statements of the Company and the Group

have been prepared using accounting policies appropriate to the Company and Group

circumstances, consistently applied and supported by reasonable and prudent judgements

and estimates, and that all applicable New Zealand Equivalents to International Financial

Reporting Standards have been followed.

The Directors have responsibility for ensuring that proper accounting records have been

kept which enable, with reasonable accuracy, the determination of the financial position of

the Company and Group and enable them to ensure that the financial statements comply

with the Financial Markets Conduct Act 2013 and Financial Reporting Act 2013.

The Directors have responsibility for the maintenance of a system of internal control

designed to provide reasonable assurance as to the integrity and reliability of financial

reporting. The Directors consider that adequate steps have been taken to safeguard the

assets of the Company and Group and to prevent and detect fraud and other irregularities.

The Directors are pleased to present the financial statements of Foley Wines Limited and

Group for the year ended 30 June 2021.

This annual report is dated 26 August 2021 and is signed in accordance with a resolution

of the Directors made that day pursuant to section 211(1)(k) of the Companies Act 1993.

For and on behalf of the Directors


WP Foley II

Chairman

AM Turnbull

CEO and Director

Directors’ Responsibility

Statement

1617

FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021 FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

Financial Statements
1819

FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

Income
Statement

For the year ended 30 June 2021

Group Group

2021 2020

Notes $’000 $’000

Total Revenue 3 57,989 55,856

Expenses

Cost of sales (38,359) (35,911)

Selling, marketing and promotion expenses (6,007) (5,985)

Administration and corporate governance expenses (3,939) (4,222)

Other expenses 4 (141) (144)

Expenses excluding interest (48,446) (46,262)

Operating Profit before interest, impairment,

revaluations & income tax 9,543 9,594

Interest revenue - 3

Interest expense 5 (1,508) (1,829)

Net finance costs (1,508) (1,826)

Operating Profit before impairment,

revaluations & income tax 8,035 7,768

Impairment

Reversal of Impairment / (Impairment) of inventory 2.2 (d) 1 (18)

Operating Profit before revaluations & income tax 8,036 7,750

Revaluation gains and losses

Unrealised (loss)/gain in fair value of financial asset/liabilities 24(k) (32) 12

Unrealised (loss)/gain on harvested grapes 21 (1,709) 1,243

Realised reversal of gain on harvested grapes (1,001) (594)

Revaluation of property, plant & equipment 2.3.9 (114) (818)

Profit before income tax 5,180 7,593

Income tax expense 6.1 (1,314) (2,191)

Income tax benefit – re-introduction of tax depreciation on buildings 6.1 – 1,519

Profit for the year net of tax, attributable to

Shareholders of the Parent Company 3,866 6,921


Basic Earnings per share cps (after tax) 7 5.88 10.53

Diluted Earnings per share cps (after tax) 7 5.88 10.10


These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 26 to 66.

Statement of Comprehensive

Income

For the year ended 30 June 2021

Group Group

2021 2020

Notes $’000 $’000

Profit for the year 3,866 6,921

Other comprehensive income:

Items that will not be reclassified to profit or loss:

Revaluation of property, plant and equipment 2.3.9, 10 5,047 2,888

Income tax on items taken directly to or transferred from equity 6.2 (90) (334)

Other comprehensive income for the year, net of tax 4,957 2,554

Total comprehensive income for the year, net of tax 8,823 9,475


These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 26 to 66.

2021

FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021 FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

Statement of
Changes in Equity

For the year ended 30 June 2021

GroupNotes

Fully Paid

Ordinary

Shares

$‘000

Asset

Revaluation

Reserve

$’000

Retained

Earnings

$’000

Total

$’000

Equity at 1 July 2020 86,518 18,528 20,463 125,509

Profit for the year – – 3,866 3,866

Other comprehensive income for the year 10 – 4,957 – 4,957

Transfer from Asset Revaluation Reserve to Retained Earnings – (948) 948 –

Total comprehensive income for the year – 4,009 4,814 8,823

Distributions to owners 8 – – (1,972) (1,972)

Transactions with owners during the year – – (1,972) (1,972)

Added to equity during the year – 4,009 2,842 6,851

Equity at 30 June 2021 86,518 22,537 23,305 132,360


Dividends paid per share cps 8 3.0


Equity at 1 July 2019 86 , 518 16 ,0 0 9 16 , 78 0 119, 307

Adjustment on initial application of

NZ IFRS 16 including deferred tax – (2) (1,299) (1, 3 01)

Adjusted balance at 1 July 2019 86,518 16,0 07 15,481 118 , 0 0 6

Profit for the year – – 6,921 6,921

Other comprehensive income for the year – 2,521 33 2,554

Total comprehensive income for the year – 2,521 6,954 9,475

Distributions to owners 8 – – (1,972) (1,972)

Transactions with owners during the year – – (1,972) (1,972)

Added to equity during the year – 2,521 4,982 7,503

Equity at 30 June 2020 86,518 18,528 20,463 125,509

Dividends paid per share cps 8 3.0

These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 26 to 66.

Statement of

Financial Position

As at 30 June 2021

Group Group

2021 2020

Notes $’000 $’000

CURRENT ASSETS

Cash and cash equivalents 2,558 5,921

Trade and other receivables 17 9,998 7,576

Other financial assets 16 64 110

Inventories 18 43,301 46,721

Biological work in progress 19 & 21 1,404 1,511

Prepaid expenses 677 406

Other current assets 288 431

58 , 29 0 62, 676


NON-CURRENT ASSETS

Property, plant and equipment 20 106,966 102,515

Right-of-use assets 14.1 10,635 11,466

Intangible assets 22 35,122 35,122

Other financial assets 16 6 –

Other receivables 17 710 –

153, 4 39 149,10 3

TOTAL ASSETS 211,729 211, 7 7 9

These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 26 to 66.

2223

FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021 FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

Statement of
Financial Position

(continued)

As at 30 June 2021

Group Group

2021 2020

Notes $’000 $’000

CURRENT LIABILITIES


Trade and other payables

12 4,472 6,786

Loans and borrowings

13 1,047 7,353

Lease liabilities

14.2 820 896

Convertible notes

15 10,90 0 10,90 0

Current tax liabilities

6.3 916 1,662


18,155 27,597



NON-CURRENT LIABILITIES


Loans and borrowings

13 35,583 31,500

Lease liabilities

14 . 2 11 , 2 8 9 11 , 9 4 3

Other financial liabilities

16 – 8

Deferred tax liabilities

6.4 14,342 15,222


61, 214 58 , 673

TOTAL LIABILITIES

79, 369 86 , 270



EQUITY


Share capital

9 86 , 518 86 , 518

Reserves

10 22,537 18,528

Retained earnings

11 23,305 20,463

TOTAL EQUITY

132, 36 0 125, 5 0 9

TOTAL LIABILITIES AND EQUITY

211, 7 2 9 211, 7 7 9

These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 26 to 66.

Statement of

Cash Flows

For the year ended 30 June 2021

Group Group

2021 2020

Notes $’000 $’000

CASH FLOWS FROM OPERATING ACTIVITIES

Cash was provided from (applied to)

Receipts from customers 59,635 60,628

Government grants/assistance – 638

Interest received – 3

Payments to suppliers and employees (47,913) (46,838)

Interest and other costs of finance paid (1,508) (1,730)

Income tax paid (3,030) (1,909)

Net cash flow from operating activities 23 7,184 10,792


CASH FLOWS FROM INVESTING ACTIVITIES

Cash was obtained from (applied to)

Sale of property, plant and equipment 195 74

Purchase of property, plant and equipment (5,626) (4,417)

Net cash flow from investing activities (5,431) (4,343)


CASH FLOW FROM FINANCING ACTIVITIES

Cash was provided for (applied to)

Dividends paid 8 (1,972) (1,972)

Loans advanced 13 16,000 1,000

Loans repaid 23 (b) (18,223) (2,108)

Lease liabilities repaid 23 (c) (921) (893)

Net cash flow from financing activities (5,116) (3,973)


Net (decrease)/increase in cash held (3,363) 2,476

Cash and cash equivalents at beginning of year 5,921 3,445

Cash and cash equivalents at end of year 2,558 5,921

Comprising: Cash and cash equivalents 2,558 5,921

These financial statements should be read in conjunction with the Notes to the Financial Statements on pages 26 to 66.

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FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021 FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

For the year ended 30 June 2021
Notes to Financial Statements

1. REPORTING ENTITY

Foley Wines Limited (“the Company”, “the Parent”) is a company domiciled in New Zealand, registered under the Companies

Act 1993 and listed on the NZX Main Board (NZSX) of the New Zealand Stock Exchange (“NZX”). The Company is an FMC

reporting entity in terms of the Financial Markets Conduct Act 2013.

The Company is an integrated wine company producing table wines with the marketing and sales of premium wines in New

Zealand and various export markets.

The Company is 52.80% (2020: 52.80%) owned by Foley Family Wines Holdings, New Zealand Limited, which in turn is

owned 80.47% by Foley Family Wines Holdings, Inc., a company domiciled in the United States of America.

2. SUMMARY OF ACCOUNTING POLICIES

The financial statements of Foley Wines Limited (“the Company”, “the Parent”) and its subsidiaries and controlled entities

(together referred to as “the Group”) have been prepared in accordance with generally accepted accounting practice in

New Zealand (“NZ GAAP”). The Company is a profit-oriented company incorporated in New Zealand with its registered

office at 13 Waihopai Valley Road, RD6, Blenheim 7276, New Zealand.

2.1 STATEMENT OF COMPLIANCE

The Company is a reporting entity for the purpose of the Financial Markets Conduct Act 2013 and its financial statements

comply with that Act.

The financial statements comply with New Zealand equivalents to International Financial Reporting Standards (‘NZ IFRS’)

and other applicable Financial Reporting Standards as appropriate for profit-oriented entities. The financial statements also

comply with International Financial Reporting Standards (“IFRSs”).

The financial statements were authorised for issue by the Directors on 26 August 2021.

2.2 BASIS FOR PREPARATION

The financial statements have been prepared on the historical cost basis except for land and buildings, land improvements

including biological bearer plants (refer note 2.2(a)) and derivative financial instruments each of which have been measured

at fair value. The reporting currency is New Zealand dollars and all values are rounded to the nearest thousand dollars

($’000).

Judgements, Estimates and Assumptions and Accounting Policies

In the application of NZ IFRS the Directors are required to make judgements, estimates and assumptions about carrying values

of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based

on historical experience and various other factors that are believed to be reasonable under the circumstance, the results of

which form the basis of making the judgements. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised

in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future

periods if the revision affects both current and future periods.

Notes to the

Financial Statements

For the year ended 30 June 2021

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FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

26

FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2021For the year ended 30 June 2021

2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

2.2 BASIS FOR PREPARATION (CONTINUED)

Judgements, Estimates and Assumptions and Accounting Policies (Continued)

The significant areas of estimation, assumptions and critical judgements made in the preparation of these financial statements

are as follows:

(a) Fair Value of Land, Land Improvements and Buildings

The fair value of land, land improvements (vineyards) and buildings is determined by an independent valuer. The fair value of

land, vineyards, including bearer plants (grape vines) and other vineyard infrastructure, and buildings were determined under

the principle of highest and best use at balance date. Fair value is the amount for which the assets could have been exchanged

between a knowledgeable willing buyer and a knowledgeable willing seller in an arm’s length transaction as at the valuation

date. Fair value is determined by direct reference to recent market transactions on arm’s length terms for vineyards comparable

in size, location and varietal mix to those held by the Group. To determine the fair value the independent valuer uses valuation

techniques which are inherently subjective and involve estimation. The Directors consider that market data exists to support

this basis of valuation but note that the Valuers have this year and in the prior year included clauses in their Valuation Reports

noting that there is market uncertainty due to the Covid-19 outbreak that has resulted in significant valuation uncertainty and

that market conditions are constantly changing. Refer to note 20.

(b) Fair Value of Grapes at the Point of Harvest

The fair value of grapes at the point of harvest is determined by reference to market prices for each variety of grape grown

in the local area at the time of harvest. The Directors’ assessment of the fair value at the point of harvest is determined after

reviewing the market price paid to independent grape growers including reference to New Zealand Winegrowers annual

Grape Price Data.

(c) Lease Accounting

The Group has entered into long-term vineyard leases which allow the Group to control the growing and harvesting of the

grapes used in the production of finished product.

Significant estimates and judgements that have been required for the implementation of NZ IFRS 16 Leases are:

• The determination of whether an arrangement contains a lease;

• The determination of lease term for some lease contracts in which the Group is a lessee that include renewal options and

termination options, and the determination whether the Group is reasonably certain to exercise such option;

• The determination of the incremental borrowing rate used to measure lease liabilities;

• The determination of the expected cost to dismantle and remove lease improvements at end of the lease.

(d) Impairment of Assets other than Goodwill and Indefinite Life Intangibles

The Group assesses impairment of all assets at each reporting date by evaluating conditions specific to the Group and to the

particular asset that may lead to impairment. If an impairment trigger exists the recoverable amount of the asset is determined.


2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

2.2 BASIS FOR PREPARATION (CONTINUED)

Judgements, Estimates and Assumptions and Accounting Policies (Continued)

(d) Impairment of Assets other than Goodwill and Indefinite Life Intangibles (Continued)

In relation to inventories the recoverable amount, or net realisable value, represents the estimated selling price in the ordinary

course of business, less estimated costs of completion and estimated costs to be incurred in the marketing, selling and

distribution. Following this review of net realisable value and a comparison of this to the cost of inventories a reversal of an

impairment of inventory of $1,000 for the Group has been recorded in the current year (2020: impairment $18,000).

(e) Impairment of Goodwill and Indefinite Life Intangibles

The Group determines at least annually whether goodwill and indefinite life intangible assets are impaired. This requires an

estimation of the recoverable amount of the cash generating units to which the goodwill and intangible assets were allocated.

The calculation of the recoverable amount of the cash generating unit involves assumptions to be made in terms of the timing

and extent of net cash flows expected to arise from the cash generating unit and the selection of an appropriate discount rate

in order to determine the present value. The Group has determined that in the current year there is only one cash generating

unit for the whole business and the value of the goodwill and intangible assets was supported by value-in-use calculations.

These calculations required the use of estimates. These estimates are set out in note 22.

(f) Derivative financial instruments

The Group has derivative financial instruments which are classified as level 2, as they have inputs other than observable quoted

prices. In calculating the mark to market values, management has considered the market rates.

The Directors continually review all accounting policies and areas of judgement in presenting the financial statements.

Accounting policies are selected and applied in a manner which ensures that the resulting financial information satisfies the

concepts of relevance and reliability, thereby ensuring that the substance of the underlying transactions or other events is

reported. A summary of significant accounting policies is disclosed in section 2.3.

2.3 SIGNIFICANT ACCOUNTING POLICIES

The following significant accounting policies have been adopted in the preparation and presentation of the financial

statements:

2.3.1 REVENUE RECOGNITION

Revenue is recognised to depict the transfer of promised goods or services to customers in an amount that reflects the

consideration to which the vendor expects to be entitled in exchange for those goods or services.

The following specific recognition criteria must also be met before revenue is recognised:

(a) Sale of goods

Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and

excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control of a product

or service to a customer. Control is considered transferred to the buyer at the time of delivery of the goods to the customer or

at the free on board (FOB) port/delivery point or as otherwise contractually determined. Delivery occurs when the goods

have been shipped to the customer’s specific location. For sales of goods to retail customers, transfer is at the point the

customer purchases the goods at the retail outlet. Payment of the transaction price is due immediately at the point the customer

purchases the goods


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FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021 FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2021For the year ended 30 June 2021

2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

2.3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.3.1 REVENUE RECOGNITION (CONTINUED)

(b) Interest revenue

Revenue is recognised as the interest accrues (using the effective interest method which is the rate that exactly discounts

estimated future cash receipts through the expected life of the financial instrument to the net carrying amount of the financial

asset).

2.3.2 BORROWING COSTS

Borrowing costs are recognised as an expense when incurred except to the extent that they are directly attributable to the

acquisition, construction or production of a qualifying asset.

Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset will be capitalised as

part of the cost of that asset.

2.3.3 IMPAIRMENT OF ASSETS OTHER THAN GOODWILL AND INDEFINITE LIFE

INTANGIBLES

At each reporting date, the Group reviews the carrying value of its tangible and intangible assets and assesses whether there

is any indication that an asset may be impaired. Where an indicator of impairment exists or when annual impairment testing

for an asset is required, the Group makes a formal assessment of recoverable amount. Where the carrying amount of an asset

exceeds its recoverable amount the asset is considered to be impaired and is written down to its recoverable amount.

Impairment losses relating to property, plant and equipment are recognised in the current period profit or loss, unless the

relevant asset is carried at fair value, in which case the impairment loss is treated as a revaluation decrease only to the extent

that there are sufficient previous reserves.

The Group recognises a loss allowance for lifetime expected credit losses (ECL) for trade receivables. In determining the

expected credit losses for these assets, the Company has taken into account the historical default experience, the financial

position of the counterparties and considered various external sources of actual and forecast economic information, as

appropriate, in estimating the probability of default of each of these financial assets occurring, as well as the loss upon

default in each case.

2.3.4 CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise cash on hand, cash at bank and investments on call or in short-term deposits with an

initial maturity of three months or less. Bank overdrafts are shown within loans and borrowings in current liabilities in the

Statement of Financial Position.

For the purposes of the cash flow statement, cash and cash equivalents includes cash on hand, demand deposits and short-

term, highly liquid investments that are readily convertible into known amounts of cash and includes at call borrowings such

as bank overdrafts, used by the Group as part of its day-to-day cash management.

2.3.5 TRADE AND OTHER RECEIVABLES

Trade receivables are recognised at fair value and subsequent to initial recognition are carried at amortised cost less

impairment. Bad debts are written off during the year in which they are identified.

2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

2.3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.3.5 TRADE AND OTHER RECEIVABLES (CONTINUED)

Other receivables are initially recognised at fair value of the consideration received or receivable. Other receivables are

classified as current assets unless the balances are expected to settle at least 12 months after balance date, in which case

they are classified as non-current other receivables. Subsequent measurement of other non-current receivables occurs at

amortised cost less impairment, where the nominal value is discounted to present value, using the effective interest rate of the

asset over the expected period of settlement.

2.3.6 INVENTORIES

All inventories are valued at the lower of cost or deemed cost and net realisable value. Cost is calculated on an average cost

basis. Inventory costs include a systematic allocation of appropriate production overheads that relate to putting inventories

in their present location and condition but exclude borrowing costs. The allocation of production overheads is based on the

normal capacity of the production facilities. The deemed cost for the Group’s agricultural produce (grapes) is fair value at

harvest date less estimated point-of-sale costs in accordance with NZ IAS 41 ‘Agriculture’.

Net realisable value represents the estimated selling price in the ordinary course of business, less estimated costs of completion

and estimated costs to be incurred in the marketing, selling and distribution.

2.3.7 LEASES

All leases are accounted for by recognising a right-of-use asset and a lease liability except for Leases of low value assets; and

Leases with a term of 12 months or less.

Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with

the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily

determinable, in which case the Group’s incremental borrowing rate on commencement of the lease is used. Variable lease

payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the

initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other

variable lease payments are expensed in the period to which they relate.

On initial recognition, the carrying value of the lease liability also includes:

• amounts expected to be payable under any residual value guarantee;

• the exercise price of any purchase option granted in favour of the Group if it is reasonably certain to exercise that option;

• any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination

option being exercised.

Right of use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and

increased for:

• lease payments made at or before commencement of the lease;

• initial direct costs incurred; and

• the amount of any provision recognised where the group is contractually required to dismantle, remove or restore the

leased asset.


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FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021 FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2021For the year ended 30 June 2021

2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

2.3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.3.7 LEASES (CONTINUED)

Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance

outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the

remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease

term. Lease liabilities are remeasured when there is a change in future lease payments arising from a change in an index or

rate or when there is a change in the assessment of the term of any lease.

2.3.8 AGRICULTURE (BIOLOGICAL ASSET PRODUCE AND BIOLOGICAL WORK IN

PROGRESS)

Agriculture comprises agricultural produce (harvested grapes) from bearer plants (grape vines).

All costs incurred in deriving produce from the current year’s harvest or maintaining agricultural assets (bearer plants) are

recognised as expenses in profit or loss. Costs incurred in deriving produce from a future harvest are capitalised and treated

as Biological work in progress in the Statement of Financial Position.

The fair value of harvested grapes (agricultural produce or “consumable biological asset”) less estimated point-of-sale costs

is recognised in profit or loss as gain/loss on harvested grapes in the period of harvest. The fair value of grapes is determined

by reference to market prices for grapes in the local area, at the time of harvest. This becomes the deemed “cost” for inventory

valuation purposes.

2.3.9 PROPERTY, PLANT AND EQUIPMENT

Land, land improvements (vineyards), including bearer plants (grapes vines) and other vineyard infrastructure, and buildings

(excluding buildings under construction) are valued at fair value less accumulated depreciation. Land is not depreciated.

Fair value is determined on the basis of an independent valuation prepared by external valuation experts annually. The fair

values are recognised in the financial statements and are reviewed at the end of each reporting period to ensure that the

carrying value is not materially different from their fair value. Fair value is determined by reference to market-based evidence,

which is the amount for which the assets could be exchanged between a knowledgeable willing buyer and a knowledgeable

willing seller in an arm’s length transaction as at the valuation date. Any subsequent acquisitions since the last revaluation are

recorded at cost less accumulated depreciation and impairment losses.

Land improvements include all costs incurred in developing vineyards including direct material (including grapes vines), direct

labour and an allocation of overhead and financing cost. These are not depreciated until the integrated vineyard asset

reaches full commercial production which is typically two to three years after planting.

Revaluation increases are taken directly to the revaluation reserve except to the extent that they reverse a previous revaluation

decrease of the same asset that was recognised as an expense in profit or loss, in which case the increase is credited to profit

or loss to the extent of the decrease previously charged.

Decreases in value are debited directly to the revaluation reserve to the extent that they reverse previous surpluses of the same

asset and are otherwise recognised as expenses in profit or loss.

All other items of property, plant and equipment are recorded on the cost basis less accumulated depreciation and impairment

losses.

The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances

indicate that the carrying value may not be recoverable. Resulting impairment losses are recognised as an expense in profit

or loss.

2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

2.3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.3.9 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

All items of property, plant and equipment other than land, are depreciated on a straight line basis at rates which will write off

their cost or revalued amount less estimated residual value over their expected useful lives. The estimated useful lives, residual

values and depreciation methods are reviewed at the end of each annual reporting period. The estimated useful lives of major

classes of assets are as follows:

Buildings 10 – 50 years

Land improvements including grape vines 5 – 50 years

Plant, equipment and vehicles 1 – 20 years

Buildings under construction are not depreciated until completed.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected

from its use. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal

proceeds and the carrying amount of the asset) is included in profit or loss in the period the asset is derecognised.

2.3.10 INTANGIBLE ASSETS OTHER THAN GOODWILL

Purchased identifiable intangible assets, comprising trademarks, are shown at cost less any accumulated impairment losses.

Trademarks have been assessed as having an indefinite life, since the Company has the rights to the brand while it is registered

and has no intention of relinquishing those rights. Trademarks are not amortised but are subject to annual impairment testing

whereby the recoverable amount is estimated and an impairment loss is recognised to the extent that the recoverable amount

is lower than the carrying amount.

Intangible assets acquired in a business combination and recognised separately from goodwill, such as brands acquired, are

initially recognised at their fair value at the acquisition date (which is regarded as their cost).

Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated

impairment losses, on the same basis as intangible assets that are acquired separately.

An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal.

Gains or losses arising from de-recognition of an intangible asset, measured as the difference between the net disposal

proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.

2 . 3 .11 P A Y A B L E S

Trade payables and other accounts payable are recognised when the Group becomes obliged to make future payments

resulting from the purchase of goods and services.

Foley Rewards points are accrued as the sales of eligible product are made through the Foley Wine Club store. The accrual

is reduced as points are redeemed.

2.3.12 LOANS AND BORROWINGS

Borrowings are initially recorded at fair value of the consideration received, net of issue costs directly associated with the

borrowing. Deferred consideration payable as part of a business combination are treated as borrowings and recorded at fair

value at the date of completion of the transaction.

After initial recognition, borrowings are subsequently measured at amortised cost, which present values the borrowing using

the effective interest rate method. Amortised cost is calculated by taking into account any issue costs, and any discount or

premium on issuance.

3233

FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021 FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2021For the year ended 30 June 2021

2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

2.3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.3.13 EMPLOYEE BENEFITS

Provision is made for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave when it is

probable that settlement will be required and they are capable of being measured reliably.

Provisions made in respect of employee benefits expected to be settled within 12 months are measured at their nominal values

using the remuneration rate expected to apply at the time of settlement. Provisions made in respect of employee benefits which

are not expected to be settled within 12 months are measured as the present value of the estimated future cash outflows to be

made by the Group in respect of services provided by employees up to reporting date.

Liabilities for short term bonus plans are recognised where there is a contractual or constructive obligation and accrued on

an undiscounted basis.

2.3.14 FOREIGN CURRENCIES

In preparing the financial statements of each individual group entity, all transactions denominated in a currency other than the

entity’s functional currency (foreign currencies) occurring during the financial year are translated into the functional currency

using the exchange rate in effect at the date of the transaction. Monetary items receivable or payable in a foreign currency

are translated at the exchange rate existing at balance date. Foreign exchange gains or losses resulting from the settlement of

transactions and from the translation at balance date are recognised in profit or loss in the period in which they arise.

2.3.15 INCOME TAX

Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit

or loss for the year. It is calculated using the tax rates and tax laws that have been enacted or substantively enacted by the

reporting date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or

refundable) at the reporting date.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences between the

carrying amounts of assets and liabilities in the financial statements and the corresponding tax base of those items. In principle,

deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent

that it is probable that sufficient taxable amounts will be available against which deductible temporary differences or unused

tax losses and tax offsets can be utilised. However, deferred tax assets and liabilities are not recognised if the temporary

differences giving rise to them arise from the initial recognition of assets or liabilities which affects neither taxable income nor

accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences arising

from goodwill.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and

liability giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted or substantively

enacted by reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would

follow from the manner in which the consolidated entity expects, at the reporting date, to recover or settle the carrying amount

of its assets and liabilities. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same

taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Current and deferred tax is recognised as an expense or income in profit or loss, except when it relates to items credited or

debited directly to equity or in other comprehensive income, in which case the deferred tax or current tax is also recognised

directly in equity or in other comprehensive income.

2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

2.3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.3.16 GOODS AND SERVICES TAX

Revenues, expenses, assets and liabilities are recognised net of the amount of goods and services tax (GST), except for

receivables and payables which are recognised inclusive of GST, where invoiced.

Cash flows are included in the statement of cash flows on a gross basis.

2.3.17 DERIVATIVE FINANCIAL INSTRUMENTS

The Group uses derivative financial instruments including forward exchange contracts, option contracts and interest rate

swaps for the primary purpose of reducing its exposure to fluctuations in foreign currency exchange rates and interest rates.

Derivatives are initially recognised at fair value on the date the derivative contract is entered into (the trade date) and are

subsequently re-measured to their fair value at each reporting date. The resulting gain or loss is recognised in profit or

loss immediately unless the derivative is designated and effective as a hedging instrument, in which event, the timing of the

recognition in profit or loss depends on the nature of the hedge relationship.

The Group has not adopted hedge accounting during the year. All derivative financial instruments are measured at fair value

and changes in their fair value are recognised immediately in profit or loss (FVTPL). The fair value of forward exchange

contracts, foreign exchange option contracts and interest rate swaps is based on market values of equivalent instruments at

the reporting date.

2.3.18 FINANCIAL INSTRUMENTS ISSUED BY THE GROUP

Debt and equity instruments

Debt and equity instruments are classified as either liabilities or as equity in accordance with the substance of the contractual

agreement.

Transaction costs on the issue of equity instruments

Transaction costs arising on the issue of equity instruments are recognised directly in equity as a reduction of the proceeds of

the equity instruments to which the costs relate. Transaction costs are the costs that are incurred directly in connection with the

issue of those equity instruments and which would not have been incurred had those instruments not been issued.

Interest and dividends

Interest and dividends are classified as expenses or as distributions of profit consistent with the Statement of Financial Position

classification of the related debt or equity instruments or component parts of compound instruments.

2.3.19 STATEMENT OF CASH FLOWS

The cash flow statement is prepared inclusive of GST.

Definitions of the terms used in the statement of cash flows are:

“Cash and cash equivalents” includes cash on hand, demand deposits and short-term, highly liquid investments that are

readily convertible into known amounts of cash and includes at call borrowings such as bank overdrafts, used by the Group

as part of its day-to-day cash management.

“Investing activities” are those activities relating to the acquisition and disposal of current and non-current investments, and

any other non-current assets, and includes dividends received.

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FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021 FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2021For the year ended 30 June 2021

2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

2.3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.3.19 STATEMENT OF CASH FLOWS (CONTINUED)

“Financing activities” are those activities relating to changes in equity and debt capital structure of the Group and dividends

paid on the Company’s equity capital.

“Operating activities” include all transactions and other events that are not investing or financing activities.

2.3.20 SEGMENT REPORTING

NZ IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that

are regularly reviewed by the chief operating decision maker (CODM) in order to allocate resources to the segment and to

assess its performance. The CODM is considered to be the Board of Directors and has established that the Group operates

in one segment (refer note 27).

2.3.21 GOVERNMENT GRANTS

Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions

attaching to them and that the grants will be received.

Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group recognises as

expenses the related costs for which the grants are intended to compensate.

2.3.22 BUSINESS COMBINATIONS

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 the assets transferred

by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the

Group in exchange for control of the acquiree. Acquisition-related costs are generally recognised in profit or loss as incurred.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests

in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the

acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the 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.

2.3.23 GOODWILL

Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business (see

2.3.22 above) less accumulated impairment losses, if any.

For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash-

generating units) that is expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when

there is indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying

amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to

the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill

is recognised directly in profit or loss in the consolidated income statement. An impairment loss recognised for goodwill is not

reversed in subsequent periods.

2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

2.3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.3.23 GOODWILL (CONTINUED)

On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the

profit or loss on disposal.

2.3.24 CHANGES IN ACCOUNTING POLICIES

There have been no changes in accounting policies during the year except as noted in 2.3.25.1 below.

2.3.25 ADOPTION STATUS ON RELEVANT FINANCIAL REPORTING STANDARDS AND

INTERPRETATIONS

2.3.25.1 Standards and interpretations effective in the current year

The following Standards and Amendments to NZ IFRS, which are relevant to the Group’s financial statements, and became

effective mandatorily for the annual periods beginning on or after 1 January 2020, were adopted by the Group from 1 July

2020. The adoption of these have not and will not lead to any change in the Group’s accounting policies with measurement

or recognition impact on the period presented in these financial statements:

• Going Concern Disclosures (Amendment to FRS-44) – Introduces more specific disclosure requirements about going

concern assessments to align with the requirements of the auditing standards.

• Definition of a Business – Amendments to NZ IFRS 3 – Clarifies whether a transaction should be accounted for as a

business combination or as an asset acquisition.

• Definition of Material – Amendments to NZ IAS 1 and NZ IAS 8 – Clarifies the requirements for the definition of “material”.

• 2019 Omnibus Amendments to NZ IFRS - Amends FRS-44 to include “issued but not operative” disclosures in relation to

the IASB standards not yet issued by the NZASB. Defers the operative date of amendments to NZ IFRS 10 and NZ IAS

28 to 2025 and makes a range of editorial corrections to NZ IFRS 1 and 7 and NZ IAS 26 and 39.

• Covid-19-Related Rent Concessions (Amendment to NZ IFRS 16) – Provides a practical expedient that exempts lessees

from having to assess whether COVID-19-related rent concessions represent a lease modification.

2.3.25.2 Standards and interpretations effective in future periods

Certain new Standards, Interpretations and Amendments to existing standards have been published that are mandatory for

later periods and which the Group has not early adopted. The key items include:

• Covid-19-Related Rent Concessions beyond 30 June 2021 (Amendment to NZ IFRS 16) - mandatory for annual periods

beginning on or after 1 April 2021.

• Annual Improvements to NZ IFRS Standards 2018-2020 – These amendments include the Taxation in fair value

measurements (NZ IAS 41 Agriculture) – mandatory for annual periods beginning on or after 1 January 2022.

• Classification of Liabilities as Current or Non-current (Amendments to NZ IAS 1) – To clarify the classification of debt and

other liabilities with an uncertain settlement date in the statement of financial position, including the settlement of debt by

converting to equity – mandatory for annual periods beginning on or after 1 January 2023.

3637

FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021 FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2021For the year ended 30 June 2021

2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

2.3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

2.3.25 ADOPTION STATUS ON RELEVANT FINANCIAL REPORTING STANDARDS AND

INTERPRETATIONS (CONTINUED)

2.3.25.2 Standards and interpretations effective in future periods (Continued)

• Disclosure of Accounting Policies (Amendments to NZ IAS 1 and IFRS Practice Statement 2) - Entities are now required

to disclose their ‘material’ accounting policies instead of ‘significant’ accounting policies. The amendments clarify that

accounting policy information is material if users of an entity’s financial statements would need it to understand other

material information in the financial statements, and that accounting policy information may be material because of

its nature, even if the related amounts are immaterial – mandatory for annual periods beginning on or after 1 January

2023. The amendments are applied prospectively with earlier application permitted.

• Definition of Accounting Estimates (Amendments to NZ IAS 8) - The definition of “change in accounting estimates” is

replaced with a definition of “accounting estimates”. Under the new definition, accounting estimates are “monetary

amounts in financial statements that are subject to measurement uncertainty” - mandatory for annual periods beginning

on or after 1 January 2023.

• Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12) - Applying this

exception, an entity does not apply the initial recognition exemption for transactions that give rise to equal taxable and

deductible temporary differences. The amendments apply to taxable and deductible temporary differences associated

with right-of-use assets and lease liabilities, and decommissioning obligations and corresponding amounts recognised as

assets. Any resulting adjustment is recognised at the beginning of the earliest comparative period presented. Mandatory

for annual periods beginning on or after 1 January 2023 with early application permitted.

The Group’s management have completed an initial assessment of the new standards and do not expect the adoption of these

standards to have a material financial impact on the financial statements of the Group but may affect disclosure.

Management will work through a full analysis of each standard and will provide further information on the expected impact

of adoption of these standards in future reports ahead of their effective dates. The Group does not expect to adopt these

standards before their effective date.

2.4 BASIS OF CONSOLIDATION

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the

Company (its subsidiaries) made up to 30 June each year. Control is achieved when the Company - has the 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 affects its returns.

The Company reassesses 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.

Income and expenses of subsidiaries acquired or disposed of during the year are included in the consolidated Income

Statement and Statement of Comprehensive Income from the effective date of acquisition and up to the effective date of

disposal, as appropriate. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the

non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line

with those used by other members of the Group.

2. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

2.4 BASIS OF CONSOLIDATION (CONTINUED)

All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

Group Group

2021 2020

$’000 $’000

3. PROFIT FOR THE YEAR

Included in profit before income tax for the year are the following:

REVENUE:

Sales revenue – sale of goods – bottled wine 53,255 49,951

Sales revenue – other 4,697 5,214

Total sales revenue 57,952 55,165

Other revenue – government grant (refer note 4 re Covid-19) 37 601

Other revenue – dividend received – 90

Total revenue 57,989 55,856

Sales revenue – other includes the sale of other products such as bulk wine,

spirits, merchandise, restaurant meals and non-alcoholic beverages.

EXPENSES:

Amortisation – lease right-of-use assets 1,022 1,009

Depreciation 4,761 4,560

Directors’ fees 240 232

Employee benefits expense:

– Short-term employee benefits 8,853 9,239

Excise duty and HPA levy 5,303 4,600

Fees paid to auditors:

– Audit of the financial statements (including fees and disbursements) 91 86

Cost of inventories recognised as expense 39,360 36,505

3839

FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021 FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2021For the year ended 30 June 2021

Group Group

2021 2020

$’000 $’000

4. OTHER EXPENSES

Included in other expenses for the year are the following:

Covid-19 related expenses (see note below) 10 144

Overseas Investment Office Consent Variation expenses 31 –

Restructure expenses 100 –

141

14 4

Covid-19 – As noted in the Annual Report last year the Company has been adversely affected by the Covid-19 Coronavirus

pandemic that has spread throughout the World since the end of 2019. During this period the Company incurred additional

costs of operating such as additional cleaning, sanitising and protective equipment, accommodation and transport costs for

workers to operate within the requirements. The Company received the Government Covid-19 Wage Subsidy of $624,000

in April 2020 and Essential Worker Leave Support payments of $14,000 to assist to pay employees who were unable to

work from home. The Company qualified for the Wage Subsidy as it was adversely affected. Refer note 2.3.21 for accounting

policy for government grants and note 3 for the revenue recorded in the current and prior periods.

Overseas Investment Office (OIO) Consent Variation – During the year the Company incurred costs related to an application

to the Overseas Investment Office to have the consent varied relating to the purchase of Mt Difficulty Wines assets and

business in January 2019. The variation resolved issues primarily associated with the redevelopment of the cellar door and

restaurant.

Restructure expenses – Costs associated with business restructuring carried out during the year.

Group Group

2021 2020

$’000 $’000

5. INTEREST EXPENSE

Interest on loans and borrowings 797 1,015

Interest on convertible notes 709 710

Interest expense on lease liabilities 2 5

Accounting interest cost recorded on deferred consideration payment – 99

Total Interest expense 1,508 1,829


Group Group

2021 2020

$’000 $’000

6. INCOME TAX

6.1 INCOME TAX RECOGNISED IN PROFIT

Income tax expense comprises:

Current tax expense – current year 2,284 2,470

Current tax expense – adjustment to prior year – 14

Current tax expense 2,284 2,484

Deferred tax expense/(benefit) – origination & reversal of temporary differences (970) (293)

Deferred tax expense – adjustment to prior year – –

Deferred tax expense/(benefit) (970) (293)

Total income tax expense 1,314 2,191

Income tax benefit – deferred tax benefit – change in tax base

due to change in depreciation on buildings – (1,519)

Reconciliation of income tax expense:

Profit before income tax 5,057 7,593

Income taxation expense calculated at current rate of 28% 1,416 2,126

Non-deductible expenses 94 285

Non-taxable capital profit/sale of land improvements (213) –

Other deferred movements 17 (220)

Income tax expense as reported 1,314 2,191


The “Income tax benefit – deferred tax benefit – change in tax base due to change in depreciation on buildings” adjustment

of $1,519,000 in the prior year results from the decrease in deferred tax liability as a result of the Government’s COVID-19

Response (Taxation and Social Assistance Urgent Measures) Act that received Royal Assent on 25 March 2020 which re-

introduced the depreciation deductions for commercial and industrial buildings with an estimated useful life of 50 years or

more from the 2020/21 tax year.

6.2 INCOME TAX RECOGNISED DIRECTLY IN OTHER

COMPREHENSIVE INCOME

The following current and deferred amounts were charged/(credited)

directly to other comprehensive income during the year:

Deferred tax: Revaluation of property, plant and equipment 90 334

6.3 CURRENT TAX ASSETS AND LIABILITIES

Current tax assets: Tax refund receivable – –

Current tax liabilities: Tax payable 916 1,662

4041

FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021 FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

Notes to the
Financial Statements

(continued)

For the year ended 30 June 2021

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2021

6. INCOME TAX (CONTINUED)

6.4 DEFERRED TAX BALANCES

Taxable and deductible temporary differences arise from the following:

Balance SheetIncome Statement

Group

2021

$’000

Group

2020

$’000

Group

2021

$’000

Group

2020

$’000

Deferred tax liabilities

Tax and accounting book differences –

property, plant and equipment 10,232 10,407 (265) (1,943)

Brand intangible assets (value-in-use deferred tax) 5,150 5,150 – –

Fair value through profit or loss financial assets/liabilities 20 29 (9) 4

Other including WET rebate receivable 85 104 (19) 2

Inventories and biological work in progress (489) 269 (758) 125

Annual, sick leave and employee entitlements,

accruals and provisions (115) (214) 99 17

Lease liabilities and right-of use assets (541) (523) (18) (17)

Net deferred tax liabilities 14,342 15,222

Deferred tax expense/(benefit) (970) (1,812)

Disclosed in the Income Statement as part of:

Income tax expense (refer note 6.1) (970) (293)

Income tax benefit – change in depreciation on buildings (refer note 6.1) – (1,519)

All deferred tax assets and liabilities are disclosed as non-current.

During the prior year it was confirmed that the depreciation of commercial buildings was to be re-introduced from the

2020/2021 tax year. This resulted in the reversal of the previous deferred tax on the non-deductible buildings of $1,519,000

being taken out of deferred tax and a deferred tax benefit recognised in profit and loss (refer note 6.1).

Group Group

2021 2020

$’000 $’000

6.5 IMPUTATION CREDITS

Imputation credits available for subsequent reporting

periods based on a tax rate of 28% 7,244 5,727

The above amounts represent the balance of the imputation account as at the end of the reporting period, adjusted for:

a. Imputation credits that will arise from the payment of the amount of the provision for income tax

b. Imputation debits that will arise from the payment of dividends recognised as a liability at the reporting date; and

c. Imputation credits that will arise from the receipt of dividends recognised as receivables at the reporting date.

7. EARNINGS PER SHARE

Group Group

2021 2021

cents per cents per

shares shares

Basic Earnings per share 5.88 10.53

The calculation of basic earnings per share in respect of 2021 is based on profit of $3,866,000 (2020: $6,921,000) and the

weighted average of 65,736,148 ordinary shares on issue during the year (2020: 65,736,148).

Diluted Earnings per share 5.88 10.10

The calculation of diluted earnings per share in respect of 2021 based on profit of $4,376,000 (2020: $7,433,000), being

profit for the year adjusted for the interest on the convertible notes after income tax, and the weighted average of 73,599,173

ordinary shares on issue during the year (2020: 73,599,173) becomes anti-dilutive in the current year and therefore the

diluted earnings per share is the same as basic earnings per share.

The weighted average number of ordinary shares for the purposes of diluted earnings per share reconciles to the weighted

average number of ordinary shares used in the calculation of basic earnings per share as follows:

Group Group

2021 2020

Number of Number of

shares shares

Weighted average number of ordinary shares (Basic) 65,736,148 65,736,148

Convertible notes outstanding at year end 7,863,025 7,863,025

Weighted average number of ordinary shares (Diluted) 73,599,173 73,599,173

8. DISTRIBUTION TO OWNERS

The Company paid a final dividend for 2020 of 3 cents per share fully imputed on 23 October 2020 totalling $1,972,000

(2020: $1,972,000: 3 cents per share paid 18 October 2019). No final dividend for the financial year has been declared

and included in these financial statements. A final dividend of 4 cents per share fully imputed, was approved by the Board on

26 August 2021 for payment on 22 October 2021 (refer note 30).

Parent 2021

Number of

shares issued

Parent 2020

Number of

shares issued

Group

2021

$’000

Group

2020

$’000

9. SHARE CAPITAL

FULLY PAID UP ORDINARY SHARES

Balance at beginning of financial year 65,736,148 65,736,148 86,518 86,518

Movements in share capital – – – –

Balance at end of financial year 65,736,148 65,736,148 86,518 86,518

The Company has only one class of shares and all shares have the same voting rights and share equally in dividends and any

surpluses on winding up. The shares have no par value.

43

FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

42

FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2021For the year ended 30 June 2021

9. SHARE CAPITAL (CONTINUED)

Share issues during the year:

There were no share issues during the year.

Shares reserved for issuance:

Convertible notes on issue at year end – convertible to 7,863,025 ordinary shares – refer note 15 (2020: 7,863,025).

Group Group

2021 2020

$’000 $’000

10. RESERVES

ASSET REVALUATION RESERVE

Balance at beginning of financial year 18,528 16,009

Adjustment on initial application of NZ IFRS16 Leases – (2)

Revaluation increments/(decrements) 5,047 2,888

Reversal of previous revaluation decrements taken through profit & loss – (16)

Transferred to retained earnings (948) (17)

Deferred tax liability arising on revaluation (note 6.2) (90) (334)

Balance at end of financial year 22,537 18, 528


The asset revaluation reserve arises on the revaluation of land, buildings and land improvements. Where a revalued asset

is sold that proportion of the asset revaluation reserve which relates to that asset, and is effectively realised, is transferred

directly to retained earnings.

11. RETAINED EARNINGS

Balance at beginning of financial year 20,463 16,780

Adjustment on initial application of NZ IFRS16 Leases incl deferred tax – (1,299)

Profit for the year net of tax, attributable to Shareholders of the Parent Co. 3,866 6,921

Dividends paid relating to 2020 (2020: 2019) (1,972) (1,972)

22,357 20,430

Reversal of previous revaluation reserve taken through profit & loss – 16

Transferred from asset revaluation reserve 948 17

Balance at end of financial year 23,305 20,463

12. TRADE AND OTHER PAYABLES

Trade creditors 2,019 4,609

Employee entitlements 766 1,322

Other accruals 1,687 855

4,472 6,786

13. LOANS AND BORROWINGS

At amortised cost:

Interest

Rate %

Interest Rate

Review Date

Expiry

Date

Group

2021

$’000

Group

2020

$’000

Bank of New Zealand Term Loan 03/06 2.26% pa 30/7/21 31/8/23 11,001 6,000

Bank of New Zealand Term Loan 05/07 2.15% pa 5/7/21 30/1/26 25,629 27,653

Endovanerra Ltd (formerly Mt Difficulty Wines Ltd)

– Deferred Consideration Payment 0% pa 3/7/20 – 5,200

TOTAL LOANS AND BORROWINGS 36,630 38,853

Weighted average effective interest rate on

BNZ Term Loans 2.18% 2.21%

Loans due within 1 year 1,047 7,353

Total current loans and borrowings 1,047 7,353

Loans due 1 to 2 years – 25,500

Loans due 2 to 5 years 35,583 6,000

Loans due after 5 years – –

Total non-current loans and borrowings 35,583 31,500

Total loans and borrowings 36,630 38,853

BANK OF NEW ZEALAND FACILITIES

The details and terms of the BNZ facilities are as follows:

• The $5 million Market Connect Overdraft Facility to fund ongoing working capital requirements. The interest rate payable

on the facility is the BNZ Market Connect Overdraft Prime Rate (with 0% margin). An overdraft facility fee of 0.80%pa

is payable in arrears. All outstanding debt under the facility is repayable upon demand. The balance available to be

drawn down at 30 June 2021 was $5 million (2020: $5m).

• The $20 million BNZ Term Loan Facility (loan #06). This loan facility is an interest only facility until maturity on 31 August

2023. The full facility limit of $20 million is available for redraw throughout the term. Interest is payable at 1.95% per

annum above the base rate. The base rate is the ‘BKBM’ rate as quoted on the Reuters Monitor Money Rates Services

page. A non-utilisation fee is payable of 0.4% pa. All outstanding debt under the facility is repayable on the maturity

date. The balance available at 30 June 2021 was $9 million (2020: $14m). On 24 August 2020 $11 million of the new

BNZ Term loan #06 was drawn down and used to repay BNZ term loan #03.

• The $30 million BNZ Term Loan (loan #05). The loan was drawn down in full on 3 January 2019 and was due to mature

on 5 January 2022. The terms of the agreement were as follows: Principal repayments of $500,000 payable quarterly

and the facility limit reduced by this amount each quarter. Interest was payable at 1.75% per annum above the base rate.

The base rate was the three month ‘BKBM’ rate as quoted on the Reuters Monitor Money Rates Services page.

4445

FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021 FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

Notes to the
Financial Statements

(continued)

For the year ended 30 June 2021

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2021

13. LOANS AND BORROWINGS (CONTINUED)

BANK OF NEW ZEALAND FACILITIES (CONTINUED)

On 30 June 2021 the Company formally accepted a Credit Approved Letter of Offer from BNZ and on 23 July 2021 entered

into a Facility document with BNZ for a new $25,500,000 Term Loan Facility (loan #07) to refinance the term loan facility

maturing on 5 January 2022 (loan #05). The terms of the new Facility are as follows: Principal repayment of $83,333

payable monthly from 30 August 2021 to 29 July 2022 and $166,667 monthly from 30 August 2022 until maturity on 30

January 2026. The facility limit decreases each month by the principal repayment amount. Interest is payable at 1.75% per

annum above the base rate. The base rate is the one month ‘BKBM’ rate. On 2 August 2021 the new BNZ Term loan #07 was

drawn down and BNZ Term loan #05 was repaid in full.

SECURITY

The Bank has registered a first ranking general security agreement over all the present and after acquired property of the

Company and of its wholly owned subsidiaries, a specific security agreement over any separately identifiable intellectual

property of the Company or its wholly owned subsidiaries and a first ranking mortgage over all of the land and improvements

owned by the Company.

BANK COVENANTS

The Company complied with all of the financial covenants imposed by the Bank of NZ during the year.

MT DIFFICULTY ACQUISITION DEFERRED CONSIDERATION PAYMENT

In accordance with the Sale and Purchase Agreement for the acquisition of the Mt Difficulty Wines Assets and Business the

Deferred Consideration Payment of $5,200,000 was paid on 3 July 2020.

14. LEASES

14.1 LEASE RIGHT OF USE ASSETS

Group

Land

$’000

Buildings

$’000

Land

Improve-

ments

$’000

Plant,

Equip. &

Vehicles

$’000

Total

$’000

Year ended 30 June 2021

Net carrying amount

At 1 July 2020 7,268 91 4,103 4 11,466

Additions – – 220 – 220

Lease remeasurements – – (29) – (29)

Amortisation charge for the period (447) (68) (503) (4) (1,022)

At 30 June 2021 6,821 23 3,791 – 10,635

Year ended 30 June 2020

Net carrying amount

At 1 July 2019 7,714 160 4,524 10 12,408

Lease remeasurements - - 67 - 67

Amortisation charge for the period (446) (69) (488) (6) (1,009)

At 30 June 2020 7,268 91 4,103 4 11,466


14. LEASES (CONTINUED)

14.1 LEASE RIGHT OF USE ASSETS (CONTINUED)

The Group leases vineyard land, office space (buildings), producing vineyards (land improvements) and a motor vehicle. The

average lease term is 9.7 years at 30 June 2021 (2020: 11.3 years).

The vineyard land lease agreements have normal provisions for periodic rent reviews to market rates and the producing

vineyard lease agreements have annual CPI linked rent reviews.

The maturity analysis of lease liabilities relating to these leases is presented below.

Group Group

2021 2020

$’000 $’000

Amounts recognised in profit and loss:

Amortisation expense on right-of-use assets 1022 1,009

Interest expense on lease liabilities 2 5

Interest expense on lease liabilities through cost of sales 407 431

Expense relating to short-term leases 158 193

Expense relating to leases of low value assets 11 15

At 30 June 2021, the Group is committed to $6,000 for short-term leases (2020: $16,000).

The total cash outflow for leases during the period was $1,499,000 (2020: $1,535,000).

14.2 LEASE LIABILITIES

Classified as:

Current 820 896

N o n - C u r r e n t 11 , 2 8 9 11 , 9 4 3

To t a l 12,10 9 12,839

Maturity analysis (undiscounted cash flows):

Year 1 1,202 1,302

Year 2 1,138 1,136

Year 3 1,058 1,072

Year 4 1,058 1,052

Year 5 1,057 1,051

Over 5 Years 11 , 4 5 6 12, 4 81

Total 16 ,969 18,094


The lease liabilities were increased by $220,000 due to lease remeasurements during the year (2020: $67,000).

The Group does not face a significant liquidity risk with regard to its lease liabilities. Lease liabilities are monitored within the

Group’s treasury function.

All lease obligations are denominated in New Zealand dollars.

47

FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

46

FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2021For the year ended 30 June 2021

Group Group

2021 2020

$’000 $’000

15. CONVERTIBLE NOTES

Foley Family Wines Holdings, New Zealand Limited 10,900 10,900

Disclosed as:

Current convertible notes 10,900 10,900

As part of the merger transaction with The New Zealand Wine Company Limited (renamed Foley Family Wines Limited and

later Foley Wines Limited (“FWL”)) on 4 September 2012, the Company issued an 18 month convertible note to Foley Family

Wines Holdings, New Zealand Limited (“Foley Holdings”) for the principal amount of $10,900,000 thereby assuming Foley

Family Wines NZ Limited’s current loan liability to Foley Family Wines Holdings, New Zealand Limited of the same amount

under a promissory note.

The principal terms of the Convertible Note are:

• the term of the Convertible Note is a minimum term of 18 months. After that period or earlier if FWL is in breach of its

obligations under the Convertible Note, the Convertible Note converts at the option of Foley Holdings or alternatively

Foley Holdings may demand repayment in lieu of conversion;

• the issue price on the conversion of any shares under the Convertible Note is $1.386 per share which is the same price

at which the shares have been issued to Foley Holdings pursuant to the Merger of The New Zealand Wine Company

Limited and Foley Family Wines New Zealand Limited. On conversion of the Convertible Note issued by FWL, 7,863,025

shares in FWL could be issued to Foley Holdings at a price of $1.386 per share by way of off-set against the amount

owing to Foley Holdings under the Convertible Note. Assuming no change in the shares on issue in FWL between the

date of the issue of the Convertible Note and its conversion to new shares, this would when aggregated with the shares

issued under the Merger increase the holdings of Foley Holdings in FWL to 83%.

• the Convertible Note does not give Foley Holdings any right to vote. Foley Holdings will acquire voting rights with the

ordinary shares it receives on any exercise of the right to convert under the Convertible Note;

• interest is payable, quarterly in arrears (not compounding), on the Convertible Note pending conversion at the rate of

6.5% pa. The interest rate has been agreed between FWL and Foley Holdings as being representative of market rates

for an unsecured loan of its type; and

• all shares issued pursuant to the exercise of the Convertible Note will rank equally in all respects with all other FWL shares

on issue

The Convertible Note can be converted at the option of Foley Holdings after 18 months from the date of issue, that is, from 4

March 2014, and there are no performance hurdles required to be met before conversion can occur. The Convertible Note

has been classified as current. At balance date, and up to the date of these financial statements, no notification had been

received to convert the note.

Group Group

2021 2020

$’000 $’000

16. OTHER FINANCIAL ASSETS/(LIABILITIES)

At fair value:

Foreign currency forward contracts 64 110

Other financial assets – FVTPL – Current 64 110

Foreign currency forward contracts 6 –

Other financial assets – FVTPL – Non-Current 6 –

Other financial assets – FVTPL – Total 70 110

Other financial liabilities – FVTPL – Current – –

Foreign currency forward contracts – (8)

Other financial liabilities – FVTPL – Non Current – (8)

Other financial liabilities – FVTPL – Total – (8)


Derivative financial instruments are used by the Group in the normal course of business in order to hedge exposure to

fluctuations in interest and foreign exchange rates. Refer note 24 for details of financial instruments used by the Group.

17. TRADE AND OTHER RECEIVABLES

Trade receivables 9,516 7,097

Other receivables 1,192 479

1 0 , 7 0 8 7, 5 76

Current 9,998 7,576

Non-Current 710 –

The carrying amount disclosed above is a reasonable approximation of fair value. Trade receivables are non-interest bearing

and are generally due the last working day of the month following invoice for domestic customers and 30-120 day terms for

export customers.

Not Past Due 9,436 6,936

Past Due 1–30 days 38 28

Past Due 31–60 days 4 117

Past Due 61–90 days 23 6

Past Due > 91 days 15 10

9, 516 7,0 97

4849

FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021 FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2021For the year ended 30 June 2021

17. TRADE AND OTHER RECEIVABLES (CONTINUED)

Trade receivables that are less than 90 days past due are generally not considered impaired. As of 30 June 2021 trade

receivables of $80,000 (2020: $10,000) were past due but not impaired.

Other receivables include amounts owing by the lessor for the purchase of the lessee’s vineyard improvements at the expiry of

the lease agreement for land (grower advance) of $808,000 (2020: Nil). The grower advance is interest free under the terms

of the lease and grape supply agreement entered into between the parties at the expiry of the lease and is secured by way of

first ranking mortgage over the grower’s land.

The Group recognises a loss allowance for lifetime expected credit losses (ECL) for trade receivables. The expected credit

losses on these financial assets are estimated using a provision matrix based on the Group’s historical credit loss experience,

adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well

as the forecast direction of conditions at the reporting date. Based on the assessment undertaken at balance date the Group

has not recorded an Impairment of Trade Receivables in the current year (2020: $Nil). No bad debts were written off during

the year (2020: $Nil) and nothing was recovered from a bad debt written off in the previous financial years (2020: $Nil). The

gross debt relating to the trade receivables which were considered to be impaired at balance date was $Nil (2020: $Nil).

Group Group

2021 2020

$’000 $’000

18. INVENTORIES

Raw materials 546 422

Consumable stores 95 122

Work in progress 28,756 31,115

Finished goods 13,921 15,079

Impairment of inventory (17) (18)

Total inventories at lower of cost and net realisable value 43,301 46,721

Impairment of Inventory:

Opening balance 18 -

Impairment charge reversal during the year (18) -

Impairment charge during the year 17 18

Closing balance 17 18

Cost of inventories recognised as expense during the year 39,360 36,505

19. BIOLOGICAL WORK IN PROGRESS

Growing costs related to next harvest 1,404 1,511

The growth on the vines in the period from harvest to 30 June 2021 cannot be reliably measured due to the lack of market

information and the variables in completing the biological transformation process between balance date and the time of

harvest. As allowed under NZ IAS 41 the cost of agricultural activity in the period to 30 June has been recognised as work

in progress for the next harvest. This assumes the cost of the agricultural activity approximates fair value in determining the

value of the biological transformation that has occurred in that period. The value of work in progress at balance date was

$1,404,000 (2020: $1,511,000).

20. PROPERTY, PLANT AND EQUIPMENT

Group

Freehold

Land at

Fair Value

$’000

Freehold

Buildings

at Fair

Value

$’000

Land

Improve-

ments at

Fair Value

$’000

Plant,

Equip. &

Vehicles

at Cost

$’000

Capital

Work in

Progress

at Cost

$’000

Total

$’000

Year ended 30 June 2021

At 1 July 2020, net of accumulated

depreciation and impairment 30,365 19,110 32,517 20,523 – 102,515

Additions – 38 112 1,920 3,556 5,626

Disposals – (11) (1,155) (182) – (1,348)

Revaluations 3,776 537 621 – – 4,934

Depreciation charge for the year – (381) (852) (3,528) – (4,761)

At 30 June 2021, net of accumulated

depreciation and impairment 34,141 19,293 31,243 18,733 3,556 106,966

At 30 June 2021

Fair value 34,141 19,293 31,243 – – 84,677

Cost – – – 42,888 3,556 46,444

Accumulated depreciation

(accum impairment nil) – – – (24,155) – (24,155)

Net carrying amount 34,141 19,293 31,243 18,733 3,556 106,966


Year ended 30 June 2020

At 1 July 2019, net of accumulated

depreciation and impairment 28,704 18,287 33,541 20,713 – 101,245

De-recognised on initial application

of NZ IFRS16 – – (552) – – (552)

Additions – 656 70 3,691 – 4,417

Disposals – (11) (9) (87) – (107)

Revaluations 1,661 551 (140) – – 2,070

Depreciation charge for the year – (373) (393) (3,794) – (4,560)

At 30 June 2020, net of accumulated

depreciation and impairment 30,365 19,110 32,517 20,523 – 102,515

At 30 June 2020:

Cost or fair value 30,365 19,110 32,517 41,934 – 123,926

Accumulated depreciation

(accum impairment nil) – – – (21,411) – (21,411)

Net carrying amount 30,365 19,110 32,517 20,523 – 102,515

5051

FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021 FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

Notes to the
Financial Statements

(continued)

For the year ended 30 June 2021

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2021

20. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

COMMITMENTS

At balance date the Group had capital commitments of $7,500,000 for the Te Kairanga Development and $130,000 for a

CARL copper pot still (2020: $130,000 for a CARL copper pot still). The Group has also committed to a capital expenditure

project not exceeding $3 million for the Mt Difficulty Cellar door/Restaurant redevelopment.

REVALUATION OF LAND, BUILDINGS AND LAND IMPROVEMENTS

Land, buildings and land improvements (which includes biological bearer assets) shown at valuation were valued at fair

value under the principle of highest and best use by Alexander Hayward Limited, registered independent valuers, for

the Marlborough properties, Telfer Young (Hawkes Bay) Limited, registered independent valuers, for the Martinborough

properties, and Colliers International, registered independent valuers, for the Central Otago properties, on 30 June 2021

(2020: 30 June 2020). Fair value is the amount for which the assets could have been exchanged between a knowledgeable

willing buyer and a knowledgeable willing seller in an arm’s length transaction as at the valuation date.

Freehold land and land improvements at fair value (viticulture planted land) is valued by reference to recent market transactions

on arm’s length terms for similar assets, considering grape varietal, soil quality and access to water on a per hectare basis.

Adopted rates per hectare range from $72,000 to $303,000 (2020: $88,000 to $239,000). The Valuers have determined

an adopted rate based on comparable transactions adjusted for the specific characteristics of the viticulture planted land.

Adopted values increase as the adopted rate per hectare increases. The valuation includes inputs which are adjusted for the

size, location and varietal mix held by the Group. Based on these valuation techniques these fair values are included in Level

3 in the fair value hierarchy (refer note 24(j)). Freehold Buildings are valued using a combination of the income approach and

optimised depreciated replacement cost method. The valuation comprises inputs for estimated rental, adopted capitalisation

rates and estimated cost to replace the assets on a like for like basis. The adopted capitalisation rates range from 7.5% to

8.5% (2020: 7.75%-8.75%). As capitalisation rates decrease adopted building values increase. Based on these valuation

techniques these fair values are included in Level 3 in the fair value hierarchy (refer note 24(j)). The Directors note in the

prior year that the Valuers all included clauses in their Valuation Reports noting that there was market uncertainty due to the

Covid-19 outbreak that resulted in significant valuation uncertainty and that market conditions were constantly changing. One

Valuer included this clause in the current year. This Valuation Report affects land, buildings and land improvements valued at

$42,425,000.

The carrying amount of land, buildings and land improvements had they been recognised under the historic cost model would

have been $16,016,000, $20,908,000 and $17,375,000 respectively (2020: $16,016,000, $17,355,000, $18,597,000).

Land Improvements comprise of vineyards including biological bearer plants (grape vines). The valuation of bearer plants at

30 June 2021 was $23,362,000 (2020: $24,438,000).

The capital work in progress, consisting of a building under construction at Te Kairanga, is included at cost until completed.

The deconstruction of the old winery building as part of the cost of the construction of the new building involved writing back

$327,000 of Asset Revaluation Reserve relating to that building.

21. BIOLOGICAL ASSET PRODUCE

Biological assets consist of grape vines (bearer plants). Bearer plants are classified as Property, Plant and Equipment and are

included as part of land improvements (vineyard) in note 20. The Company grows grapes to use in the production of wine,

as part of normal operations. Vineyards are located in Marlborough, Martinborough and Central Otago, New Zealand.

Grapes are harvested between March and May each year. At 30 June 2021 the Group held approximately 234 hectares of

land owned or leased by the Company in Marlborough (2020: 250), 190 hectares of land owned or leased by the Group

in Martinborough (2020: 190) and 172 hectares of land owned or leased by the Group in Central Otago (2020: 180). 185

hectares are currently in commercial production in Marlborough (2020: 200), 137 hectares in Martinborough (2020: 137)

and 148 hectares in Central Otago (2020: 161).

21. BIOLOGICAL ASSET PRODUCE (CONTINUED)

During the year ended 30 June 2021 the Company harvested 3,328 tonnes of grapes (2020: 4,378). The grapes harvested

are recognised at fair value at the point of harvest after taking into consideration various market factors, as well as reviewing

the district average pricing report for grapes of similar quality and variety. Any adjustment to bring the cost of sale to fair value

is recognised in inventory and the revaluation gains and losses section of the Income Statement. The fair value adjustment

for the 2021 harvest was an unrealised loss of $(1,709,000) (2020: unrealised gain $1,243,000). Refer to note 19 for

recognition of the biological transformation between the time of harvest and balance date.

The Group is exposed to financial risks in respect of agricultural activity. The agricultural activity of the Company consists of

the management of vineyards to produce grapes for use in the production of wine. The primary financial risk associated with

this activity occurs due to the length of time between expending cash on the purchase or planting and maintenance of grape

vines and on harvesting grapes, and ultimately receiving cash from the sale of wine to third parties. The Company’s strategy

to manage this financial risk is to actively review and manage its working capital requirements. The quality and quantity of

the grape harvest is dependent on seasonal climatic factors such as rainfall, sunshine and temperature, including frosts. The

Group manages this risk by diversifying its vineyards across the Marlborough, Martinborough and Central Otago regions

and through the use of windmills and helicopters for normal frost protection purposes.

Group Group

2021 2020

$’000 $’000

22. INTANGIBLE ASSETS

TRADEMARKS

At start of period, net of impairment 151 151

Additions during the year – –

At 30 June, net of impairment 151 151

Cost (gross carrying value) 151 151

Accumulated impairment losses – –

Net carrying amount 151 151


Trademarks pertain to the registration of trademarks in local and overseas jurisdictions for the Company’s brands. Trademarks

are carried at cost, less any accumulated impairment losses. Trademarks have been assessed as having an indefinite life since

the Company has the rights to the brand while it is registered and has no intention of relinquishing those rights. The recoverable

amount is estimated annually and an impairment loss recognised to the extent that the recoverable amount is lower than the

carrying amount.

53

FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

52

FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2021For the year ended 30 June 2021

Group Group

2021 2020

$’000 $’000

22. INTANGIBLE ASSETS (CONTINUED)

GOODWILL

At start of period, net of impairment 16,303 16,303

Additions during the year – –

At 30 June, net of impairment 16,303 16,303

Cost (gross carrying value) 16,303 16,303

Accumulated impairment losses – –

Net carrying amount 16,303 16,303

After initial recognition, goodwill acquired is measured at cost less any accumulated impairment losses. Goodwill is not

amortised but is subject to impairment testing on an annual basis or whenever there is an indication of impairment. Goodwill

relates to the acquisition of the Vavasour Wines’ business assets on 1 September 2003, Goldwater Wines’ business assets on

1 April 2006, Clifford Bay’s business assets on 1 March 2007, the reverse acquisition of The New Zealand Wine Company

Ltd (Grove Mill) on 4 September 2012, the acquisition of Martinborough Vineyards on 30 June 2014 and the acquisition of

Mt Difficulty Wines’ business and assets on 3 January 2019. The value of Goodwill at balance date includes a deferred tax

liability on acquired indefinite life intangibles (brands) of $5,150,000 (2020: $5,150,000).

BRANDS AND INTELLECTUAL PROPERTY

At start of period, net of impairment 18,668 18,668

Additions – current year additions – –

At 30 June, net of impairment 18,668 18,668

Cost (gross carrying value) 18,668 18,668

Accumulated impairment losses – –

Net carrying amount 18,668 18,668

Brands are regarded as having indefinite useful lives as there are no legal restrictions on the use of the brands or technological

barriers to their ongoing usefulness. Brands are not amortised but are subject to impairment testing on an annual basis or

whenever there is an indication of impairment. The Brands included are Vavasour, Goldwater, Dashwood, Clifford Bay,

Martinborough Vineyard and Lighthouse Gin.

TOTAL INTANGIBLE ASSETS 35,122 35,122

(A) IMPAIRMENT TESTS FOR GOODWILL AND INTANGIBLES WITH INDEFINITE USEFUL

LIVES

The Group has determined that in the current year the value of the goodwill and intangible assets was supported by value-in use

calculations performed for the cash generating unit, being the whole business. The recoverable amount of the cash generating

unit was determined based on pre-tax cash flow projections based on the current results of the Group and the following key

assumptions: Earnings Before Interest and Tax estimated growth rate: 3% pa (2020: 3%); Terminal value of 2.6% (2020: 2.61%);

a period of projection of five years and a pre-tax discount rate 9.58% pa (2020: 8.75% pa). The discount rate used is consistent

with companies operating in the same industry. No reasonable possible change in assumptions would lead to an impairment. The

recoverable amount determined did not indicate any impairment and no adjustment was deemed to be required.

22. INTANGIBLE ASSETS (CONTINUED)

(A) IMPAIRMENT TESTS FOR GOODWILL AND INTANGIBLES WITH INDEFINITE USEFUL

LIVES

Reasonable possible changes in the key assumptions on which recoverable amount is based that would cause the aggregate

carrying amount to exceed the aggregate recoverable amount of the cash-generating unit, assuming everything else is held

constant, are an increase in the discount rate to 10.08% or a reduction in the terminal growth rate to 2.1%.

Group Group

2021 2020

$’000 $’000

23. CASH FLOW INFORMATION

(A) RECONCILIATION OF PROFIT FOR THE YEAR

TO NET CASH FLOW FROM OPERATING ACTIVITIES

PROFIT AFTER INCOME TAX FOR THE YEAR 3,86 6 6 ,9 21

NON–CASH ITEMS:

Depreciation 4,761 4,560

Amortisation 1,022 1,009

(Decrease) in deferred tax (970) (1,812)

Impairment (gain)/loss recognised on inventories (1) 18

Accounting interest recorded on deferred consideration – 99

Adjustments resulting from revaluation of grapes 2,709 (649)

Loss on disposal of property, plant and equipment 272 33

Loss on asset revaluations 114 818

Grower advance fair value adjustment 72 –

7,979 4,076

MOVEMENTS IN WORKING CAPITAL BALANCES:

Trade and other receivables (2,324) 1,704

Inventories 712 (2,010)

Biological work in progress 107 (209)

Prepaid expenses and other current assets (128) 196

Trade and other payables (2,314) (449)

Other financial assets/liabilities 32 (12)

Current tax assets/liabilities (746) 575

(4,661) (205)

NET CASH FLOW FROM OPERATING ACTIVITIES 7,18 4 1 0 , 7 9 2

5455

FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021 FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2021For the year ended 30 June 2021

Group Group

2021 2020

$’000 $’000

23. CASH FLOW INFORMATION (CONTINUED)

(B) NET LOANS AND BORROWINGS RECONCILIATION

Total Loans and borrowings (refer note 13) 36,630 38,853

Loans advanced during the year 16,000 1,000

Loans repaid during the year (18,223) (2,108)

Net movement in net debt – all cash flows (2,223) (1,108)

(C) NET LOANS AND BORROWINGS RECONCILIATION

Total Lease liabilities repayable (refer note 14.2) 12,10 9 12,839

Leases recognised on initial application of NZ IFRS 16 – non-cash - 13,665

Leases recognised due to lease remeasurement and additions – non-cash 191 67

Lease liabilities repaid during the year – cash outflows (9 21) (893)

Lease liabilities – net movement (730) 12,839

24. FINANCIAL INSTRUMENTS

(A) CAPITAL RISK MANAGEMENT

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising

the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists

of debt, which includes loans and borrowings disclosed in note 13, cash and cash equivalents and equity, comprising issued

capital, reserves and retained earnings as disclosed in notes 9, 10 and 11 respectively. The Group’s Board of Directors

reviews the capital structure on a semi-annual basis. As part of the review the Board considers the cost of capital and the

risks associated with each class of capital as well as the requirement by the Group’s bank, Bank of New Zealand, to maintain

adjusted tangible equity percentage at a level of at least 50% of adjusted total tangible assets. The Board will balance the

Group’s overall capital structure through the payment of dividends, new share issues as well as the issue of new debt or the

redemption of existing debt. The Group’s overall strategy remains unchanged from 2020.

(B) SIGNIFICANT ACCOUNTING POLICIES

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of

measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial

liability and equity instrument are disclosed in note 2 to the financial statements.

(C) FINANCIAL RISK MANAGEMENT OBJECTIVES

The Group is exposed to financial risks relating to the operations of the Group. These risks include agricultural risk, market risk

(including currency risk and interest rate risk), credit risk and liquidity risk.

24. FINANCIAL INSTRUMENTS (CONTINUED)

(C) FINANCIAL RISK MANAGEMENT OBJECTIVES (CONTINUED)

The agricultural activity of the Group consists of the management of vineyards to produce grapes for use in the production of

wine. The primary financial risk associated with this activity occurs due to the length of time between expending cash on the

purchase or planting and maintenance of grape vines and on harvesting grapes, and ultimately receiving cash from the sale

of wine to third parties. The Group’s strategy to manage this financial risk is to actively review and manage its working capital

requirements. In addition, the Group maintains credit facilities at a level sufficient to fund the Group’s working capital during

the period between cash expenditure and cash inflow. At balance date, the Group had unused credit facilities in the form of

undrawn bank overdrafts and loan facilities of $14 million (2020: $19 million).

The Group seeks to minimise the effects of these risks, by obtaining independent advice and using derivative financial

instruments to hedge these risk exposures. The use of financial derivatives is governed by the Group’s policies approved by

the Board of Directors, which provide written principles on the use of financial derivatives. Compliance with policies and

exposure limits is reviewed by the Board of Directors on a periodic basis. The Group does not enter into or trade financial

instruments, including derivative financial instruments, for speculative purposes.

(D) MARKET RISK

The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates (refer note 24(e))

and interest rates (refer note 24(f)). The Group enters into a variety of derivative financial instruments to manage its exposure

to interest rate and foreign currency risk, including:

(i) forward foreign exchange contracts and foreign currency option contracts to hedge the exchange rate risk arising on the

export of wine principally to the United States, United Kingdom, Europe and Australia; and

(ii) interest rate swaps to mitigate the risk of rising interest rates.

There has been no change to the Group’s exposure to market risks or the manner in which it manages and measures the risk.

(E) FOREIGN CURRENCY RISK MANAGEMENT

The Group undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate fluctuations

arise. Exchange rate exposures are managed within approved parameters utilising forward foreign exchange contracts and

foreign exchange option contracts.

Foreign currency denominated assets and liabilities at balance date are:

Group Group

2021 2020

$’000 $’000

Cash and cash equivalents 199 967

Trade and other receivables 7,15 6 5 , 219

Trade and other payables (524) (142)

Net exposure at balance date 6 , 831 6,044


5657

FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021 FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2021For the year ended 30 June 2021

24. FINANCIAL INSTRUMENTS (CONTINUED)

(E) FOREIGN CURRENCY RISK MANAGEMENT (CONTINUED)

SENSITIVITY ANALYSIS

The Group is mainly exposed to US dollars (USD), Great British pounds (GBP), Australian dollars (AUD) and Euro (EUR). If

there was a 10% upward movement in the New Zealand dollar against the relevant currencies the profit before tax and equity

would decrease by $235,000, $170,000, $175,000 and $41,000 respectively for the Group (2020: $222,000, $120,000,

$164,000 and $44,000). If there was a 10% downward movement in the New Zealand dollar against the relevant currencies

the profit before tax and equity would increase by $287,000, $208,000, $213,000 and $51,000 respectively for the Group

(2020: $271,000, $146,000, $201,000 and $53,000). The 10% sensitivity rate used represents management’s assessment

of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign

currency denominated monetary items and adjusts their translation at the year end for the listed percentage change in foreign

currency rates.

FORWARD FOREIGN EXCHANGE CONTRACTS AND OPTION CONTRACTS

It is the policy of the Group to enter into forward foreign exchange contracts to cover specific foreign currency payments and

receipts up to 100% of the exposure generated. The Group also enters into forward foreign exchange contracts and option

contracts including collars to manage the risk associated with anticipated sales and purchase transactions out to 60 months

within 25-100% of the exposure generated, subject to certain criteria being met. Forward foreign exchange contracts and

option contracts are measured at fair value through profit or loss. The fair value of forward foreign exchange contracts and

option contracts is based on market values of equivalent instruments at the reporting date.

The aggregate notional principal of forward foreign exchange contracts outstanding for the Group as at balance date was

$17,085,000 (2020: $9,686,000). The aggregate notional principal of foreign exchange option contracts outstanding at

balance date was a net of $Nil (2020: $Nil).

(F) INTEREST RATE RISK MANAGEMENT

The Company and the Group is exposed to interest rate risk as it borrows funds at both fixed and floating interest rates. The

risk is managed by the Group by maintaining an appropriate mix between fixed and floating rate borrowings, by use of

interest rate swap contracts. Hedging activities are evaluated regularly with the assistance of independent advice to align with

interest rate views and defined risk appetite; ensuring optimal hedging strategies are applied or protecting interest expense

through different interest rate cycles. The Company and the Group’s exposure to interest rates on financial assets and financial

liabilities are detailed in the liquidity risk management section of this note or in note 13.

SENSITIVITY ANALYSIS

The sensitivity analyses below have been determined based on the exposure to interest rates for both derivative and non-

derivative instruments at the reporting date and the stipulated change taking place at the beginning of the financial year

and held constant throughout the reporting period. A 100 basis point (1%) increase or decrease is used and represents

management’s assessment of the reasonably possible change in interest rates.

At balance date, if interest rates had been 1% lower or higher and all other variables were held constant, the Company and

Group’s net profit and equity would increase/decrease by approximately $375,000 (2020: $341,000) respectively. This is

mainly attributable to the Group’s exposure to interest rates on its variable rate borrowings.

The Company and Group’s sensitivity to interest rates has increased during the current year mainly due to the increase in

floating interest rate exposure.

24. FINANCIAL INSTRUMENTS (CONTINUED)

(F) INTEREST RATE RISK MANAGEMENT (CONTINUED)

INTEREST RATE SWAP CONTRACTS

Under interest rate swap contracts, the Group agrees to exchange the difference between the fixed and floating rate interest

amounts calculated on agreed notional principal amounts. Such contracts enable the Group to mitigate the risk of changing

interest rates on debt held. The fair value of interest rate swaps are based on market values of equivalent instruments at the

reporting date as disclosed below.

There were no interest rate swaps outstanding at balance date in the current or prior year. The interest rate applicable to the

interest rate swap contract during the year was Nil% pa (2020: 6.01% pa).

Interest rate swap contracts exchanging floating rate interest amounts for fixed rate interest amounts are used to reduce the

Group’s cash flow exposure resulting from variable interest rates on borrowings. These are measured at fair value through

profit or loss. The interest rate swaps and the interest payments on the loan occur simultaneously on a monthly basis. The

floating rate on the interest rate swaps is the 1 month BKBM rate. The Group will settle the difference between the fixed and

floating interest rate on a net basis.

(G) CREDIT RISK MANAGEMENT

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the

Group. The Group has adopted a policy of only dealing with credit worthy counterparties as a means of mitigating the risk of

financial loss from defaults. The Group’s exposure and the credit ratings of its counterparties are continuously monitored and

the aggregate value of transactions concluded is spread amongst approved counterparties. Credit exposure is controlled by

counterparty limits that are approved by the Board of Directors and are monitored on a regular basis. The Group does not

require collateral in respect of trade and other receivables.

A default on a financial asset is when the counterparty fails to make contractual payments within 60 days of when they fall

due. Probability of default constitutes a key input in measuring expected credit loss (ECL). Probability of default is an estimate

of the likelihood of default over a given time horizon, the calculation of which includes historical data, assumptions and

expectations of future conditions.

Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing

credit evaluation is performed on the financial condition of accounts receivable and, where appropriate, trade credit

insurance is purchased.

The Group does not have any significant concentrations of net credit risk. The Company does not expect the non-performance

of any obligations at balance date. The credit risk on liquid funds and derivative financial instruments is limited because the

counterparties are banks with high credit-ratings assigned by international agencies.

The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represent the

Group’s maximum exposure to credit risk.

5859

FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021 FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2021For the year ended 30 June 2021

24. FINANCIAL INSTRUMENTS (CONTINUED)

(H) LIQUIDITY RISK MANAGEMENT

Liquidity risk represents the Group’s ability to meet its contractual obligations. Ultimate responsibility for liquidity risk

management rests with the Board of Directors, who 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, banking facilities and reserve borrowing facilities by continuously

monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. At balance

date, the Group had unused credit facilities in the form of undrawn bank overdrafts and loan facilities of $14 million (2020:

$19 million) to further reduce liquidity risk.

LIQUIDITY TABLES

The following tables detail the Group’s remaining contractual maturity for its non-derivative financial liabilities. The tables

have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the

Group can be required to pay. Refer to note 13 for the weighted average effective interest rate.

Less than

1 year

$’000

1-2

years

$’000

2-5

years

$’000

Over

5 years

$’000

Group 2021

Trade and other payables 4,472 – – –

Loans and borrowings 1,844 2,688 34,842 –

Convertible notes 11,609 – – –

Lease liabilities 1,202 1,138 3,173 11,456

19,127 3,826 38,015 11,456

Group 2020

Trade and other payables 6,786 – – –

Loans and borrowings 7,800 25,896 6,000 –

Convertible notes 11,609 – – –

Lease liabilities 1,302 1,136 3,175 12,481

27,497 27,032 9,175 12,481


24. FINANCIAL INSTRUMENTS (CONTINUED)

(H) LIQUIDITY RISK MANAGEMENT (CONTINUED)

LIQUIDITY TABLES (CONTINUED)

The following table details the Group’s liquidity analysis for its derivative financial instruments. The table has been drawn

up based on the undiscounted net cash inflows/(outflows) on the derivative instrument that settle on a net basis and the

undiscounted gross inflows and (outflows) on those derivatives that require gross settlement. When the amount payable or

receivable is not fixed, the amount disclosed has been determined by reference to the projected interest rates as illustrated by

the yield curves existing at the reporting date.

Less than

6 mths

$’000

6 -12

mths

$’000

1-2

years

$’000

Over

2 years

$’000

Group 2021

Forward exchange contracts – cash inflows 8,589 4,607 3,889 –

Forward exchange contracts – cash outflows (8,569) (4,563) (3,883) –

20 44 6 –

Group 2020

Forward exchange contracts – cash inflows 4,848 2,975 1,863 –

Forward exchange contracts – cash outflows (4,795) (2,918) (1,871) –

53 57 (8) –


(I) FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair values of financial assets and liabilities are determined as follows:

• the fair value of financial assets and liabilities with standard terms and conditions and traded on active markets are

determined with reference to the quoted market prices; and

• the fair value of derivative instruments are calculated based on discounted cash flows using market inputs.

The Directors consider that the carrying value of all financial instrument assets and liabilities in the financial statements

approximate their fair value.

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FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021 FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2021For the year ended 30 June 2021

24. FINANCIAL INSTRUMENTS (CONTINUED)

(J) FAIR VALUE MEASUREMENTS RECOGNISED IN THE STATEMENT OF FINANCIAL

POSITION

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair

value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable:

• Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets

or liabilities;

• Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are

observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

• Level 3 fair value measurements are those derived from valuation techniques that include inputs for the assets or liability

that are not based on observable market data (unobservable inputs).

Group Group

2021 2020

$’000 $’000

Financial assets FVTPL

Other financial assets (derivative financial assets) – Current 64 110

Other financial assets (derivative financial assets) – Non–Current 6 –

Total financial assets 7 0 11 0

Financial liabilities FVTPL

Other financial liabilities (derivative financial liabilities) – Current – –

Other financial liabilities (derivative financial liabilities) – Non–Current – (8)

Total financial liabilities – (8)

All financial assets and liabilities of the Group that are measured at fair value subsequent to initial recognition are included

in Level 2 as the fair value of these instruments are not quoted on an active market and is determined by using valuation

techniques. These valuation techniques rely on observable market data. There were no transfers between Level 1 and 2 during

the year.

(K) CHANGE IN FAIR VALUE OF FINANCIAL ASSETS/LIABILITIES

Foreign currency forward contracts (32) 13

Foreign currency option contracts – (4)

Interest rate swaps – 3

(32) 12

25. DIRECTORS AND KEY MANAGEMENT PERSONNEL COMPENSATION

Key management personnel are the Directors of the Company and the executives with the greatest authority for the strategic

direction of the Company. The compensation of the Directors and the key management personnel is set out below:

Short-term employee benefits 2,119 2,304

26. RELATED PARTY DISCLOSURES

(A) INVESTMENT IN SUBSIDIARIES

The Parent entity in the consolidated entity is Foley Wines Limited. The Parent entity of Foley Wines Limited is Foley Family

Wines Holdings, New Zealand Limited who own 52.80% (2020: 52.80%) of the shares in Foley Wines Limited. The ultimate

parent is Foley Family Wines Holdings, Inc., who own 80.47% of Foley Family Wines Holdings, New Zealand Limited and as

such owns 42.49% (2020: 42.49%) of the Company.

The consolidated financial statements include the financial statements of Foley Wines Limited (FWL) and the following

subsidiaries:

Name of EntityPrincipal ActivityParent Company

Country of

Incorpo-ration

Ownership

Interest %

2021

Ownership

Interest %

2020

Vavasour Wines LtdNon-operatingFoley Wines LtdNZ10 0%10 0%

Goldwater Wines LtdNon-operatingFoley Wines LtdNZ10 0%10 0%

Clifford Bay Wines LtdNon-operatingFoley Wines LtdNZ10 0%10 0%

Te Kairanga Wines LtdNon-operatingFoley Wines LtdNZ10 0%10 0%

Grove Mill Wine Company LtdNon-operatingFoley Wines LtdNZ10 0%10 0%

Sanctuary Wine Company LtdNon-operatingFoley Wines LtdNZ10 0%10 0%

The New Zealand Wine Company

LtdNon-operatingFoley Wines LtdNZ10 0%10 0%

Martinborough Vineyard Wines

LtdNon-operatingFoley Wines LtdNZ10 0%10 0%

Mt Difficulty Wines Ltd Non-operatingFoley Wines LtdNZ10 0%10 0%

Burnt Spur LtdNon-operatingFoley Wines LtdNZ10 0%10 0%

FWines UK LtdNon-operatingFoley Wines LtdUK10 0%–

FWines UK Ltd was incorporated on 11 September 2020.

(B) TRANSACTIONS WITH RELATED PARTIES – DIRECTORS AND KEY MANAGEMENT

PERSONNEL

Details of the compensation paid to Directors and key management personnel are set out in note 25.

Group Group

2021 2020

$’000 $’000

Certain Directors and key management personnel have interests in contracts

with the Group as follows. All transactions were at normal commercial rates.

AM Turnbull (Lighthouse Distillery Ltd – purchase of Spirits for bottling and sale) 203 192

AM Turnbull (Lighthouse Distillery Ltd – charges from FWL for labour, rent,

electricity and administration) 88 62

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FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021 FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

Notes to the
Financial Statements

(continued)

Notes to the

Financial Statements

(continued)

For the year ended 30 June 2021For the year ended 30 June 2021

26. RELATED PARTY DISCLOSURES (CONTINUED)

(C) TRANSACTIONS WITH OTHER RELATED PARTIES

Material transactions with related parties during the period are set out below:

(i) Sales were made to Foley Family Wines, Inc., a 100% owned subsidiary of Foley Family Wines Holdings, Inc., the

ultimate parent of Foley Wines Limited. Sales for the year were $8,334,000 (2020: $8,787,000).

(ii) Marketing support services were provided by Foley Family Wines Inc., a 100% owned subsidiary of Foley Family

Wines Holdings, Inc., the ultimate parent of Foley Wines Limited. Marketing support charges for the year were

$104,000 (2020: $114,000).

(iii) Interest was paid/payable to Foley Family Wines Holdings, New Zealand Limited the parent of the Foley Wines

Limited under the convertible note (note 15). Interest paid/payable for the year was $709,000 (2020: $710,000).

(iv) Sales were made to Wharekauhau Country Estate Limited, a luxury lodge 74.6% owned by Bill Foley, the majority

shareholder of the ultimate parent. Sales for the year totalled $72,000 (2020: $48,000). Accommodation, meals,

events, labour and vouchers for Foley Rewards provided by Wharekauhau to the Company during the year totalled

$29,000 (2020: $34,000).

(v) Lighthouse Gin product was purchased for global distribution from Lighthouse Distillery Limited, a company owned

by Mark Turnbull, CEO and Director of Foley Wines Limited. Purchases during the period totalled $203,000 (2020:

$192,000). Administration services, rental, electricity and contract distilling services were provided to Lighthouse

Distillery Limited during the period of $88,000 (2020: $62,000).

Group Group

2021 2020

$’000 $’000

Amounts owing to related parties as at balance date:

Foley Family Wines Holdings, New Zealand Limited – convertible note 10,900 10,900

Lighthouse Distillery Limited 3 48

Amounts owing from related parties as at balance date:

Foley Family Wines, Inc. 2,588 1,807

Wharekauhau Country Estate Limited 1 7

Lighthouse Distillery Limited 5 11


27. SEGMENT INFORMATION

The Group operates in the wine industry and is considered to operate in one segment. Financial information available to

management including the chief operating decision maker is principally based on the information provided in these financial

statements. There are therefore no additional disclosures included in these financial statements.

Included in sales revenue are revenues of approximately $18,305,000 (2020: $16,664,000), $8,334,000 (2020:

$8,787,000) and $5,868,955 (2020: $4,765,000) which arose from sales to the Group’s largest customers. No other single

customers contributed 10% or more to the Group’s revenue in either 2021 or 2020. The second largest customer is a related

party – refer note 26.

The Group derived sales revenue from New Zealand customers of $26,385,000 and overseas customers of $31,567,000

(2020: NZ $24,924,000; Overseas $30,241,000).

28. COMMITMENTS

In the ordinary course of business the Group has Grower Agreements which would require it to purchase grapes during

harvest which occurs between March and May each year throughout the period of the Agreement.

At balance date the Group had capital commitments of $7,500,000 for the Te Kairanga Development and $130,000 for a

CARL copper pot still (2020: $130,000 for a CARL copper pot still). The Group has also committed to a capital expenditure

project not exceeding $3 million for the Mt Difficulty Cellar door/Restaurant redevelopment.

29. CONTINGENT LIABILITIES

There were no contingent liabilities at balance date (2020: Nil).

30. SUBSEQUENT EVENTS

On 5 July 2021 the interest rate on the BNZ Term Loan #05 facility was reviewed. The new interest rate on this loan facility

for the period from 5 July 2021 to 4 October 2021 was 2.14% pa.

On 30 July 2021 the interest rate on the BNZ Term Loan #06 facility was reviewed. The new interest rate on this facility for the

period from 30 July 2021 to 31 August 2021 was 2.33% pa.

On 2 August 2021 $25,500,000 was drawn down against the new BNZ term loan #07 facility and the $25,500,000

simultaneously repaid the balance outstanding on BNZ term loan #05 that was due to expire on 5 January 2022. The interest

rate on this new loan facility for the period from 2 August 2021 to 30 August 2021 was 2.17% pa.

On 11 August 2021 the 5 yearly rent review due on 1 July 2021 on one of the long-term land leases in Marlborough was

finalised. The new rent, based on current market rent, resulted in an increase in lease right-of-use assets and lease liabilities

following the lease remeasurement of $943,000 on 1 July 2021.

On 26 August 2021 the Board approved a final dividend of 4 cents per share, fully imputed, for payment on 22 October

2021.

On 17 August 2021 at 11.59pm New Zealand moved to Covid-19 Alert Level 4 lockdown and remains in that alert level at

the date of issuing these financial statements.

No other material events have occurred since balance date.

6465

FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021 FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

Notes to the
Financial Statements

(continued)

For the year ended 30 June 2021

Group Group

2021 2020

$ $

31. NET TANGIBLE ASSETS PER SHARE

Net tangible assets per share 1.48 1.37

The calculation of net tangible per share in respect of 2020 is based on net tangible assets of $97,238,000, being Net assets

$132,360,000 less intangible assets $35,122,000 (2020: $90,387,000, being Net assets $125,509,000 less intangible

assets $35,122,000) and the 65,736,148 ordinary shares on issue at balance date (2020: 65,736,148).

32. FOREIGN CURRENCY EXCHANGE RATES

The following spot foreign exchange rates have

been applied at balance date:

NZ $1.00 =


30 June 2021


30 June 2020

FWL BuyFWL SellFWL BuyFWL Sell

Australian dollar 0.9268 0.9342 0.9317 0.9385

United States dollar 0.6964 0.7020 0.6388 0.6441

Great British pound 0.5028 0.5068 0.5201 0.5225

Euro 0.5852 0.5899 0.5688 0.5737

33. SHAREHOLDER INFORMATION

August 2021 Annual Report Published

November 2021 Annual Shareholders Meeting

Independent

Auditor’s Report

67

FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

66

FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

6869
68

Independent Auditor’s Report

To the Shareholders of Foley Wines Limited

Opinion

We have audited the consolidated financial statements of Foley Wines Limited (the

‘Company’) and its subsidiaries (the‘Group’), which comprise the consolidated statement

of financial position as at 30 June 2021, and the consolidated income statement,

statement of comprehensive income, statement of changes in equity and statement of

cash flows for the year then ended, and notes to the consolidated financial statements,

including a summary of significant accounting policies.

In our opinion, the accompanying

consolidated financial statements, on pages 20to 66,

presentfairly, in all material respects, the consolidated financial position of the Groupas

at 30 June 2021, and its consolidated financial performance and cash flows for the year

then ended in accordance with New Zealand Equivalents to International Financial

Reporting Standards (‘NZ IFRS’) and International Financial Reporting Standards (‘IFRS’).

Basis for opinionWe conducted our audit in accordance with International Standards on Auditing (‘ISAs’)

and International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities

under those standards are further described in the

Auditor’s Responsibilities for the Audit

of the Financial Statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1

International Code of Ethics for Assurance Practitioners (including International

Independence Standards) (New Zealand)

issued by the New Zealand Auditing and

Assurance Standards Board and the International Ethics Standards Board for Accountants’

International Code of Ethics for Professional Accountants (including International

Independence Standards)

, and we have fulfilled our other ethical responsibilities in

accordancewith these requirements.

Other than in our capacity as auditor, we have no relationship with or interests in the

Company

or any of its subsidiaries, except that partners and employees of our firm deal

with the Company on normal terms within the ordinary course of trading activities of the

business of the Company.

Key audit mattersKey audit matters are those matters that, in our professional judgement, were of most

significance in our audit of the

consolidated financial statements of the current period.

These matters were addressed in the context of our audit of the consolidated financial

statements as a whole, and in forming our opinion thereon, and we do not provide a

separate opinion on these matters.


69

Key audit matterHow our audit addressed the key audit matter

Valuation of land, land improvements and buildings

As disclosed in the consolidated financial statements, the

Group has recorded the following assets at fair value:

Freehold land $34.1 million

Freehold buildings $19.3 million

Land improvements $31.2 million

$84.6 million

Land improvements comprise vineyards including $23.4

million of grape vine biological bearer plants.

Independent valuers determined the fair values at balance

date. The valuationsof freehold land and land improvements

are preparedusing a "comparative sales" basis and include

an assumptionover the comparability of certain key inputs,

such as location, size of parcel of land, soil quality, vine

varietal and growing conditions at each of the wineries and

vineyards.

The valuation of Freehold buildings are prepared using either

or a combination of income or replacement cost methods

and include assumptions for estimated rental, capitalization

rates and estimated replacement costs.

The valuers have determined a value for each property as a

whole taking into accountthe valuation methods above and

current market conditions to arrive at a range of valuation

outcomes,from which they derive a fair value estimate.

As disclosed inNote 20 ofthe financial statements, at 30

June 2021, an independent registered valuer has included a

material valuation uncertainty clause in itsreports for land,

buildings and land improvements totalling $42.4 million in

value due to theongoing impactof the COVID-19 pandemic.

Therefore, less certainty and a higher degree of caution,

should be attached to the valuation.

The valuation of these assets is a key audit matter due to

thesubjective judgements andassumptions in the

valuations, including those that relate to the flow on impacts

of COVID-19.

We have evaluated the appropriateness of the valuation in

respect of the land, buildings and land improvements by

performing the following:

•Assessing the independence, objectivity and

competence of each valuer;

•Holding discussions with the valuers to understand

theprocedures and processes they performed in

undertaking the valuations and themethodology

theyused. We discussed the following with each

valuer:

oValuation methodology used for each asset type

andcomparative sales transactionsused given

the current market conditions and if there are

still any flow on effects from COVID-19;

oHow those current market conditionswere

reflected in the valuations;

oHow they obtained knowledge of the

characteristics of each vineyard, for example

by site inspection to confirm soil type, location

and grape varietal;and

oHow they have determined the key inputs for

each asset type;

•Involvingour internalvaluation expert to consider

and challenge the reasonableness of the

assumptions and valuation methodology applied;

•Challenging a sample of key inputs to the valuations

against available market information;

•Reviewing the valuations for any limitations of

scope, as a result of Covid-19, that would impact

the reliability of the valuations; and

•Evaluating the related disclosures and the risks

attached to them which are included in Note 20 to

the financial statements.

68

Independent Auditor’s Report

To the Shareholders of Foley Wines Limited

Opinion

We have audited the consolidated financial statements of Foley Wines Limited (the

‘Company’) and its subsidiaries (the‘Group’), which comprise the consolidated statement

of financial position as at 30 June 2021, and the consolidated income statement,

statement of comprehensive income, statement of changes in equity and statement of

cash flows for the year then ended, and notes to the consolidated financial statements,

including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements, on pages 20to 66,

presentfairly, in all material respects, the consolidated financial position of the Groupas

at 30 June 2021, and its consolidated financial performance and cash flows for the year

then ended in accordance with New Zealand Equivalents to International Financial

Reporting Standards (‘NZ IFRS’) and International Financial Reporting Standards (‘IFRS’).

Basis for opinionWe conducted our audit in accordance with International Standards on Auditing (‘ISAs’)

and International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities

under those standards are further described in the Auditor’s Responsibilities for the Audit

of the Financial Statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1

International Code of Ethics for Assurance Practitioners (including International

Independence Standards) (New Zealand)issued by the New Zealand Auditing and

Assurance Standards Board and the International Ethics Standards Board for Accountants’

International Code of Ethics for Professional Accountants (including International

Independence Standards), and we have fulfilled our other ethical responsibilities in

accordancewith these requirements.

Other than in our capacity as auditor, we have no relationship with or interests in the

Companyor any of its subsidiaries, except that partners and employees of our firm deal

with the Company on normal terms within the ordinary course of trading activities of the

business of the Company.

Key audit mattersKey audit matters are those matters that, in our professional judgement, were of most

significance in our audit of the consolidated financial statements of the current period.

These matters were addressed in the context of our audit of the consolidated financial

statements as a whole, and in forming our opinion thereon, and we do not provide a

separate opinion on these matters.

68

Independent Auditor’s Report

To the Shareholders of Foley Wines Limited

Opinion

We have audited the consolidated financial statements of Foley Wines Limited (the

‘Company’) and its subsidiaries (the‘Group’), which comprise the consolidated statement

of financial position as at 30 June 2021, and the consolidated income statement,

statement of comprehensive income, statement of changes in equity and statement of

cash flows for the year then ended, and notes to the consolidated financial statements,

including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements, on pages 20to 66,

presentfairly, in all material respects, the consolidated financial position of the Groupas

at 30 June 2021, and its consolidated financial performance and cash flows for the year

then ended in accordance with New Zealand Equivalents to International Financial

Reporting Standards (‘NZ IFRS’) and International Financial Reporting Standards (‘IFRS’).

Basis for opinionWe conducted our audit in accordance with International Standards on Auditing (‘ISAs’)

and International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities

under those standards are further described in the Auditor’s Responsibilities for the Audit

of the Financial Statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1

International Code of Ethics for Assurance Practitioners (including International

Independence Standards) (New Zealand)issued by the New Zealand Auditing and

Assurance Standards Board and the International Ethics Standards Board for Accountants’

International Code of Ethics for Professional Accountants (including International

Independence Standards), and we have fulfilled our other ethical responsibilities in

accordancewith these requirements.

Other than in our capacity as auditor, we have no relationship with or interests in the

Companyor any of its subsidiaries, except that partners and employees of our firm deal

with the Company on normal terms within the ordinary course of trading activities of the

business of the Company.

Key audit mattersKey audit matters are those matters that, in our professional judgement, were of most

significance in our audit of the consolidated financial statements of the current period.

These matters were addressed in the context of our audit of the consolidated financial

statements as a whole, and in forming our opinion thereon, and we do not provide a

separate opinion on these matters.

7071

68

Key audit matterHow our audit addressed the key audit matter

Impairment testing of intangible assets with indefinite

useful life and goodwill

As disclosed in Note 22, the Group has $35.1millionof

intangible assetswith indefinite useful lifeat 30 June 2021, of

which $16.3 million relates to goodwill.

The Group has assessed the value of the goodwill and

intangible assets by determining the recoverable amount of

the Group’s cash generating unit, being the whole business,

through value in use calculations. The value in use is

determined using discounted cashflow analysis involving key

inputs such as forecastearnings before interest and tax over

a five year period(based on the budget for the next financial

year and with anestimated growth rate applied thereafter),

capitalexpenditure during this period, a terminal value

growthrateand the Weighted Average Cost of Capital

(‘WACC’) rate.

The impairment testing of intangible assets is a key audit

matter due tothe estimates and judgement involved in

determining the recoverable amount of the cash generating

unit including the appropriateness of the level of cash

generating unit at which the intangible assets are tested for

impairment.

We have evaluated the appropriateness of thelevel of cash

generating unit and the Group’s value in use calculations by

performing the following:

•Challenging the appropriateness of the cash

generating unit by reviewing management reports

for level of aggreg

ation, determining how intangible

assets with indefinite useful life and the goodwill

are monitored, and assessing how the cash inflows

are generated;

•Testing the value in use calculations for arithmetic

accuracy;


Comparing forecast performance with the approved

financial year budget;

•Challenging management’s assumptions used in the

forecasted financial performance based on our

knowledge of the Group’s operations, the past

performance and market conditions;

•Assessing historical accuracy of the Group’s

previous forecasts by comparing prior period

budgets to actual performance;

•Involving our internal valuation specialists in

assessing the reasonablenessof the WACC rate,

growth rate and terminal value growth rate used;

•Performing sensitivity analysis on the earnings

growth rate, terminal growth rate, WACC and

capital expenditure to determine the extent to

which any changes in these inputs would result in

impairment in the goodwill and indefinite life

intangible assets;

•Reviewing the calculation of the carrying amount of

the cash generating unit; and


Evaluating the sufficiency of related disclosures with

regards to the requirements of NZ IAS 36

Impairment of Assets.

70

Other information

The directors are responsible on behalf of the Groupfor the other information. The other

information comprises the information in the Annual Report that accompanies the consolidated

financial statements and the audit report.

Our opinion on the consolidated financial statements does not cover the other information and

we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and consider whether it is materially

inconsistent with the consolidated financial statements or our knowledge obtained in the audit or

otherwise appears to be materially misstated. If so, we are required to report that fact. We have

nothing to report in this regard.

Directors’ responsibilities

for the consolidated

financial statements

The directors are responsible on behalf of the Groupfor the preparation and fair presentation of

the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal

control as the directors determine is necessary to enable the preparation of consolidated financial

statements that are free from material misstatement, whether due to fraud orerror.

In preparing the consolidated financial statements, the directors are responsible on behalf of the

Groupfor assessing the Group’s ability to continue as a going concern, disclosing, as applicable,

matters related to going concern and using the going concern basis of accounting unless the

directors either intend to liquidate the Groupor to cease operations, or have no realistic

alternative but to do so.

Auditor’s responsibilities

for the audit of the

consolidated financial

statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial

statements as a whole arefree 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 ISAs and ISAs (NZ)

will always detect a material misstatement when it exists. Misstatements can arise from fraud or

error and are considered material if, individually or in the aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the basis of these consolidated

financial statements.

A further description of our responsibilities for the audit of the consolidated financial statements

is located on the External Reporting Board’s website at:

https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-

report-1

This description forms part of our auditor’s report.

Restriction on useThis report is made solely to the Company’s shareholders, as a body. Our audit has been

undertaken so that we might state to the Company’s shareholders those matters we are required

to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by

law, we do not accept or assume responsibility to anyone other than the Company’s shareholders

as a body, for our audit work, for this report, or for the opinions we have formed.

Silvio Bruinsma, Partner

for Deloitte Limited

Wellington, New Zealand

26 August 2021

This audit report relates to the consolidated financial statements of Foley Wines Limited (the ‘Company’) for the year ended 30

June 2021included on the Company’s website. The Directors are responsible for the maintenance and integrity of the

Company’s website. We have not been engaged to report on the integrity of the Company’s website. We accept no

responsibility for any changes that may have occurred to the consolidated financial statements since they were initially

presented on the website. The audit report refers only to the consolidated financial statements named above. It does not

provide an opinion on any other information which may have been hyperlinked to/from these consolidated financial

statements. If readers of this report are concerned with the inherent risks arising from electronic data communication they

should refer to the published hard copy of the audited consolidated financial statements and related audit report dated 26

August 2021 to confirm the information included in the audited consolidated financial statements presented on this website.

68

Independent Auditor’s Report

To the Shareholders of Foley Wines Limited

Opinion

We have audited the consolidated financial statements of Foley Wines Limited (the

‘Company’) and its subsidiaries (the‘Group’), which comprise the consolidated statement

of financial position as at 30 June 2021, and the consolidated income statement,

statement of comprehensive income, statement of changes in equity and statement of

cash flows for the year then ended, and notes to the consolidated financial statements,

including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements, on pages 20to 66,

presentfairly, in all material respects, the consolidated financial position of the Groupas

at 30 June 2021, and its consolidated financial performance and cash flows for the year

then ended in accordance with New Zealand Equivalents to International Financial

Reporting Standards (‘NZ IFRS’) and International Financial Reporting Standards (‘IFRS’).

Basis for opinionWe conducted our audit in accordance with International Standards on Auditing (‘ISAs’)

and International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities

under those standards are further described in the Auditor’s Responsibilities for the Audit

of the Financial Statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1

International Code of Ethics for Assurance Practitioners (including International

Independence Standards) (New Zealand)issued by the New Zealand Auditing and

Assurance Standards Board and the International Ethics Standards Board for Accountants’

International Code of Ethics for Professional Accountants (including International

Independence Standards), and we have fulfilled our other ethical responsibilities in

accordancewith these requirements.

Other than in our capacity as auditor, we have no relationship with or interests in the

Companyor any of its subsidiaries, except that partners and employees of our firm deal

with the Company on normal terms within the ordinary course of trading activities of the

business of the Company.

Key audit mattersKey audit matters are those matters that, in our professional judgement, were of most

significance in our audit of the consolidated financial statements of the current period.

These matters were addressed in the context of our audit of the consolidated financial

statements as a whole, and in forming our opinion thereon, and we do not provide a

separate opinion on these matters.

68

Independent Auditor’s Report

To the Shareholders of Foley Wines Limited

Opinion

We have audited the consolidated financial statements of Foley Wines Limited (the

‘Company’) and its subsidiaries (the‘Group’), which comprise the consolidated statement

of financial position as at 30 June 2021, and the consolidated income statement,

statement of comprehensive income, statement of changes in equity and statement of

cash flows for the year then ended, and notes to the consolidated financial statements,

including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements, on pages 20to 66,

presentfairly, in all material respects, the consolidated financial position of the Groupas

at 30 June 2021, and its consolidated financial performance and cash flows for the year

then ended in accordance with New Zealand Equivalents to International Financial

Reporting Standards (‘NZ IFRS’) and International Financial Reporting Standards (‘IFRS’).

Basis for opinionWe conducted our audit in accordance with International Standards on Auditing (‘ISAs’)

and International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities

under those standards are further described in the Auditor’s Responsibilities for the Audit

of the Financial Statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1

International Code of Ethics for Assurance Practitioners (including International

Independence Standards) (New Zealand)issued by the New Zealand Auditing and

Assurance Standards Board and the International Ethics Standards Board for Accountants’

International Code of Ethics for Professional Accountants (including International

Independence Standards), and we have fulfilled our other ethical responsibilities in

accordancewith these requirements.

Other than in our capacity as auditor, we have no relationship with or interests in the

Companyor any of its subsidiaries, except that partners and employees of our firm deal

with the Company on normal terms within the ordinary course of trading activities of the

business of the Company.

Key audit mattersKey audit matters are those matters that, in our professional judgement, were of most

significance in our audit of the consolidated financial statements of the current period.

These matters were addressed in the context of our audit of the consolidated financial

statements as a whole, and in forming our opinion thereon, and we do not provide a

separate opinion on these matters.

For the year ended 30 June 2021
Corporate Governance

Statement

Corporate Governance

Statement

This statement is designed to provide an overview for Shareholders to reflect the main governance policies and practices

adopted or followed during the financial year ended 30 June 2021 and has been approved by the Board. For further

information refer to the Company’s website (www.foleywines.co.nz).

The Board is committed to high standards of best practice corporate governance and ethical conduct as being integral to

overall business integrity and to delivery of long-term shareholder value.

Foley Wines Limited’s (FWL) shares are listed on the NZX Main Board. In this statement we disclose the extent to which

the Board believes that the Group’s policies and practices have complied with the NZX Corporate Governance Code

2020 (NZX Code), or where applicable, an explanation as to why a recommendation was not followed and any alternative

practice followed in lieu of the recommendation.

NZX CODE

PRINCIPLE 1 – CODE OF ETHICAL BEHAVIOUR

“Directors should set high standards of ethical behaviour, model this behaviour and hold management

accountable for these standards being followed throughout the organisation.”

CODE OF ETHICS

The Board maintains a Code of Ethics Policy Statement, reviewed at least bi-annually, to underpin FWL’s vision and

values and expected standards of conduct for Directors and employees.

The Group expects its Directors and employees to act in the best interests of the Company, its Shareholders and stakeholders

and maintain the highest standards of honesty, integrity and ethical conduct in day to day behaviour and decision making.

They must be objective, apply skill and professional competence, and keep information that they obtain in their role

confidential.

New Directors and employees are provided with a copy of the Code of Ethics as part of the induction process and advised

that this is also available on the Group’s website. All Directors and employees must provide acknowledgement that they

have read and understood the content. When the Code is reviewed by the Board a copy of the revised Code is circulated to

all current employees as a reminder of its content.

The Code requires Directors and employees to promptly report material breaches of the Code and sets out a procedure

for doing so.

The Code was last reviewed by the Board in August 2021.

FINANCIAL PRODUCT DEALING POLICY

The Board maintains a Financial Product Dealing Policy that explains what processes are in place to manage the legal

and reputational risks associated with director and staff share trading to provide transparency about expectations and

requirements to protect them from the risk of breaching insider trading laws. In particular:

• directors and employees may not buy or sell FWL shares in the trading “black-out” periods set out in the Policy (these

periods occur prior to the release of FWL’s financial results to the market); and

• directors and employees must obtain consent from the Board to buy or sell FWL’s shares.

Training on the Policy is included as part of the induction process for new directors and employees and a copy of the Policy

is available on the Group’s website.

The Policy was last reviewed by the Board in August 2021.


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Corporate Governance
Statement

(continued)

Corporate Governance

Statement

(continued)

For the year ended 30 June 2021For the year ended 30 June 2021

PRINCIPLE 2 – BOARD COMPOSITION & PERFORMANCE

“To ensure an effective board, there should be a balance of independence, skills, knowledge, experience

and perspectives.”

BOARD CHARTER

The Board operate under a written charter which sets out the respective roles, responsibilities, composition and structure

of the Board and senior management, and this is available on the Group’s website.

The Directors are responsible, collectively as the Board under its Chairman, for the success of FWL and are accountable

to shareholders for the Company’s overall ethical conduct, strategic development, annual performance and long-term

sustainable increase in shareholder value.

The Board exercises its powers on behalf of all Shareholders, except for those powers specifically required to be exercised

by Shareholders by law, the NZX Listing Rules or the FWL Constitution. Except for powers specifically reserved to the

Directors under the Companies Act or the Delegated Authorities Policy, the Board in turn delegates authorities to the

Chief Executive Officer (CEO), with sub-delegations to members of the Management Team, with the CEO (Executive

Director) responsible for the day-to-day management of the FWL business and delivering against the agreed strategic

plans, operating budgets and performance targets.

The Role of the Board is to provide the overall framework for governance, accountability, risk control and deliverability

of the strategic and operating plans. To do so the Board meets with management normally at approximately quarterly

intervals, and more frequently if warranted, otherwise contact shall occur via email or teleconference to ensure Directors

are fully apprised about key Company activities and issues.

The Chairman, on behalf of the Board, is the formal channel of communication to external stakeholders and to the CEO

who in turn has delegated responsibility for management and staff and for achieving agreed policies, business strategies,

operating plans and budgets. The CEO reports regularly to the Chairman on critical issues being faced by the Company,

as well as progress being made against strategic plans.

In addition to the foregoing, the Directors are responsible for preparing and providing to Shareholders the financial

statements, as prescribed in the Financial Reporting Act. These shall give a true and fair view of the financial (and

operational) state of affairs of FWL for the period, as portrayed in the Income Statement, Statement of Comprehensive

Income, Statement of Changes in Equity, Statement of Financial Position and Statement of Cash Flows. These financial

statements are unaudited for the half-year report but must be audited by the External Auditor for the full financial year

report ended 30th June.

The Board Charter is reviewed at least every two years and was last reviewed in August 2021.

DIRECTOR NOMINATION

The responsibility for identifying suitable candidates for recruitment to the Board, is undertaken by the Board, drawing

on advice from independent consultants as appropriate. Nominated candidates are assessed against a number of criteria

which include character, background, professional skills and experience, and their availability to commit to the role. The

Board also considers the Composition of the Board requirements contained in the Constitution and the NZX Listing Rules.

Under the Constitution there shall be a minimum of 3 Directors and the maximum number of Directors may be determined

from time to time by the Board, and unless so determined, is 8. The Board is therefore authorised to appoint one or

more additional Directors to fill a casual vacancy or to expand the Board for increased effectiveness or to help meet the

Company’s objectives.

PRINCIPLE 2 – BOARD COMPOSITION & PERFORMANCE (Continued)

DIRECTOR NOMINATION (CONTINUED)

Under the NZX Main Board Listing Rules a minimum of two Directors must be ordinarily resident in New Zealand and

one third of the Directors, and a minimum of two, must be independent, as defined in the NZX Listing Rules. The NZX

Code recommends that the Board consists of a majority of Independent Directors and that Board Chairman is either

independent or that the Board Chairman and the CEO are different people.

Directors are elected by shareholders at the first annual meeting after appointment. After that, at each annual meeting,

the NZX Listing Rules and the Company’s Constitution require Directors to retire after they have served three years

since their last election. Directors who have served for more than nine years on the Board shall retire annually. Retiring

Directors are eligible for re-election.

INDEPENDENCE

During the current financial year there were four Non-Executive Directors, three of which were independent, and one

Executive Director. Details of all Directors as at the date of this report, including their qualifications, length of service

and experience, independence and ownership interests, are shown in Section 1 of the Statutory Information section of this

Annual Report. The Board Chairman is a different person to the CEO.

In order to ensure that any “interest” of a Director in a particular matter to be considered by the Board are known by

each Director, the Company has developed protocols, consistent with obligations imposed by the Companies Act 1993, to

require each Director to disclose any relationships, duties or interests held that may give rise to a potential conflict.

WRITTEN AGREEMENT

The Company provides a letter of appointment to each newly appointed Director setting out the terms of their appointment.

The letter includes information regarding expected time commitments, the board’s responsibilities, remuneration,

independence requirements, disclosure requirements, confidentiality obligations, indemnity and insurance provisions,

intellectual property rights and cessation of appointment.

DIVERSITY

The Board maintains a Diversity and Inclusion Policy that provides a framework to embed and support a diverse workforce

and inclusive workplace environment. The Policy sets out how FWL will set measurable objectives for achieving diversity

and inclusion, and how it will assess its progress towards achieving these objectives. The Policy also sets out the diversity

and inclusion initiatives FWL currently has in place, together with the initiatives it is currently implementing. A copy of

the Policy is available on the Group’s website.

The Diversity and Inclusion scorecard as at 30 June 2021 was:

Board and Key Management Personnel:

Gender Diversity: At 30 June 2021 the Directors were all Male (5) and the Key Management Personnel were 75% Male (3)

and 25% Female (1). These percentages were the same at the prior balance date, 30 June 2020.

For all employees at 30 June 2021 based on information provided by employees:

Gender Diversity: 46% were Male and 54% were Female (2020: 44% were Male and 56% were Female).

Ethnic Diversity: Ethnicity they identify with: European 82%; Maori 6%; Pacific 3%; Asian 2%; and Other 6% (2020:

European 85%; Maori 7%; Pacific 3%; Asian 3%; and Other 3%).

Age Breakdown: < 20 0%; 20-29 16%; 30-39 29%; 40-49 33%; 50-59 13%; 60-69 9% (2020: < 20 1%; 20-29 19%; 30-39

23%; 40-49 30%; 50-59 17%; 60-69 10%).

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Corporate Governance
Statement

(continued)

Corporate Governance

Statement

(continued)

For the year ended 30 June 2021For the year ended 30 June 2021

PRINCIPLE 2 – BOARD COMPOSITION & PERFORMANCE (Continued)

BOARD PERFORMANCE EVALUATION AND TRAINING

All Non-Executive Directors are expected to participate in performance reviews, particularly prior to the re-election of

a Non-Executive Director to the Board. The findings of the performance review process are used to identify, assess and

enhance Director competencies and to define characteristics or skills which should be sought in future Board candidates.

The Board undertakes a performance evaluation of the Board and its members bi-annually. Directors undertake appropriate

training to remain current on how best to perform their duties as directors of the Company.

PRINCIPLE 3 – BOARD COMMITTEES

“The Board should use committees where this will enhance its effectiveness in key areas, while still

retaining board responsibility.”

To enhance the effectiveness of the Board there is an Audit and Risk Committee. Due to the size of the Board all other

matters including Remuneration matters are considered by the full Board. The Board may establish an ad hoc Committee

at any appropriate time to consider a special issue.

The committees have their own charters setting out the objectives, composition, and responsibilities of the committee.

The Board will periodically review the charters. The Board Chairman may not be the Chairman of the Audit and Risk

Committee. A quorum shall be two Committee members, including the Committee Chairman. Any Director may attend

any Committee meeting as an observer if he/she so wishes. The Committee may request the CEO, Chief Financial Officer

and/or any Management Team member to attend.

AUDIT AND RISK COMMITTEE

The Audit and Risk Committee comprises of three Directors: Grant Graham (Chairman), Anthony Anselmi and Paul

Brock, and meets formally a minimum of two times during the financial year. The Board is of the opinion that sufficient

financial expertise and knowledge of the industry in which the Company operates is possessed by the members of the

Audit and Risk Committee. Details of the qualifications of the Audit and Risk Committee members are set out in Section

1 of the Statutory section of this Annual Report. The primary objective of the Audit and Risk Committee is to assist the

Board of Directors in fulfilling its responsibilities relating to annual reporting, tax planning and compliance, and risk

management practices.

TAKEOVER POLICY

The Takeover Policy sets out the procedure to be followed if there is a takeover offer for FWL. A copy of the Policy is

available on the Group’s website. This Policy is reviewed by the Board at least bi-annually or as required due to legislation

changes. It was last reviewed in August 2021.

PRINCIPLE 4 – REPORTING & DISCLOSURE

“The Board should demand integrity in financial and non-financial reporting, and in the timeliness and

balance of corporate disclosures.”

CONTINUOUS DISCLOSURE

FWL’s Continuous Disclosure Policy sets out FWL’s arrangements to ensure material information is identified, reported,

assessed and, where required, disclosed to the market in a timely manner. The Company is committed to providing

relevant and timely information to its shareholders and to the broader market, in accordance with its obligations under the

NZX Listing Rules.

PRINCIPLE 4 – REPORTING & DISCLOSURE (CONTINUED)

CONTINUOUS DISCLOSURE (CONTINUED)

It is the responsibility of the Board to monitor compliance with the Continuous Disclosure Policy. The Board considers at

each board meeting whether any information discussed at the meeting requires disclosure. The Policy is reviewed at least

annually and was last reviewed in August 2021. A copy of the Policy is available on the Group’s website.

CHARTERS AND POLICIES

The key corporate governance documents referred to in this Statement are available on the Group’s website.

FINANCIAL REPORTING

FWL is committed to ensuring integrity and timeliness in its financial reporting and in providing information to the

market and shareholders which reflects a considered view on its present and future prospects.

The Audit and Risk Committee oversees the quality and integrity of external financial reporting including the accuracy,

completeness and timeliness of financial statements, and ensuring the financial reporting is balanced, clear and objective.

It reviews annual and half year financial statements and makes recommendations to the Board concerning the application

of accounting policies and practices, areas of judgement, compliance with accounting standards, NZX and legal

requirements, and the results of the external audit.

NON-FINANCIAL REPORTING

The Group assesses its exposure to environmental, economic and social sustainability as part of the overall framework for

managing risk (see Principle 6 – Risk Management). The Group is committed to improving standards of environmental

performance to enable a more efficient and sustainable future. Accordingly, the Group follows longstanding practices

around management of environmental factors affecting the business, including strategies relating to water conservation,

viticulture management, sustainable wine growing practices and wetland preservation initiatives. Reporting on these

matters are included in the Director and CEO Report.

PRINCIPLE 5 – REMUNERATION

“The remuneration of directors and executives should be transparent, fair and reasonable.”

REMUNERATION – NON-EXECUTIVE DIRECTORS

Remuneration levels are set at competitive levels to attract and retain appropriately qualified and experienced Directors

taking in to account the responsibilities and time commitments provided by those Directors to the Company in discharging

their duties.

Directors’ fees are recommended to and confirmed by Shareholders’ resolution at an Annual Meeting. In accordance

with the Listing Rules the Shareholders approve the total aggregate amount of fees payable to all Directors as Directors’

fees, with the fee allocation to be determined by Directors. Currently the maximum aggregate amount of fees payable to

Directors is $240,000 per annum.

The Company’s policy is to pay all of its Directors in cash. The Directors fees paid during the year are shown in Section

3 of the Statutory Information section of this Annual Report.

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Corporate Governance
Statement

(continued)

Corporate Governance

Statement

(continued)

For the year ended 30 June 2021For the year ended 30 June 2021

PRINCIPLE 5 – REMUNERATION (Continued)

REMUNERATION – NON-EXECUTIVE DIRECTORS (CONTINUED)

The Board reviews annually and recommends to Shareholders any increase in Directors’ fees when profit performance

warrants. The criteria for reviewing Non-Executive Director remuneration includes obtaining advice from external

consultants, where appropriate, information on Board arrangements for other corporations of similar size and complexity,

and the review of current and expected workloads of non-executive Directors. The Board will continue to review its

remuneration strategies in relation to non-executive Directors from time to time, in line with general industry practice.

REMUNERATION POLICY

The purpose of the Remuneration Policy is to outline the principles and approach to remuneration for all employees and

Directors of FWL and to ensure the principles are fair, reasonable and aligned to FWL’s strategic goals.

The Group is committed to applying fair and equitable remuneration and reward practices in the workplace, taking

into account internal and external relativity, the commercial environment, the ability to achieve the Group’s business

objectives and the creation of Shareholder value. Under the Group’s remuneration practices, job size relative to the relevant

competitive market for talent, as well as individual performance against defined key performance objectives, are key

considerations in all remuneration-based decisions.

REMUNERATION – CEO (EXECUTIVE DIRECTOR) AND SENIOR EXECUTIVES

The criteria for reviewing the remuneration for senior executives includes, as appropriate, advice obtained from external

consultants, participation in independent surveys, specific market comparison of individual roles, and level of achievement

against business and personal objectives.

The total remuneration paid to the CEO/Executive Director for the year ended 30 June 2021 is disclosed in Section 3 of

the Statutory Information section of this Annual Report. The remuneration of the CEO comprises both a formal fixed

and variable performance component. Fixed remuneration includes a base salary, car allowance, car parking and a wine

allowance. CEO Mark Turnbull’s annual base salary for the year ended 30 June 2021 was $550,000 (2020: $500,000).

A formal short term incentive scheme was implemented for the year ended 30 June 2021 with a target of $250,000

based on the achievement of predetermined operational targets (EBIT) and other performance objectives aligned with

assessing progress on executing the long-term strategy of the Company. A maximum amount of $375,000 is payable for

outstanding performance. In the prior year the short-term incentive was informal. During the year the Board approved a

bonus for performance and achievement of long-term strategic goals of $300,000 (2020: $325,000). There was no long-

term incentive scheme in place during the current or prior year.

PRINCIPLE 6 – RISK MANAGEMENT

“Directors should have a sound understanding of the material risks faced by the issuer and how to manage

them. The Board should regularly verify that the issuer has appropriate processes that identify and manage

potential and material risks.”

Risk management is an acknowledged important factor in corporate governance. The Board is responsible for the Group’s

risk assessment, management and internal control and considers it has carried out a robust risk assessment process. The

Board has identified a number of risks in the Company’s operations that are commonly faced by other entities in the wine

industry. The Board and management of the Company believe they have taken all reasonable steps to manage and mitigate

those risks.

In viticulture the issues of weather, disease and pest control are an ongoing management activity. Viticultural techniques

are in place and in practice which the Board and Management considers effectively mitigate this risk.

PRINCIPLE 6 – RISK MANAGEMENT (Continued)

Brand reputation and brand security is an identified risk that is the subject of ongoing surveillance, and techniques and

practices are in place which the Board and Management considers effectively mitigate this risk.

Supply Chain risk is monitored, and the Group has identified a range of suppliers operating in different jurisdictions to

mitigate the risk of the loss of a single supplier.

Grape supply - The quality and quantity of the grape harvest is dependent on seasonal climatic factors such as frosts,

rainfall, sunshine and temperature. Harsh adverse climatic conditions could affect the quality of grapes and hence

marketable quality of and prices received for the Company’s finished wines. To mitigate this risk the Group has diversified

and is further diversifying its grape supplies and vineyards throughout various regions across New Zealand. The Group

sources grapes from owned or leased vineyards as well as from contract growers.

Resource and Water Supply and Waste Disposal Consents – the Group can only operate with approved resource consents.

These have been obtained and are maintained for all of the Group’s winery sites. The Group ensures it holds water rights

for all foreseeable demands for the wineries and its owned and leased vineyards.

Technology risk, particularly in relation to hacking or illegal access and cyber-attacks, is an identified risk that is the

subject of ongoing surveillance, and techniques and practices are in place which the Board and Management considers

effectively mitigate this risk.

The senior management team regularly complete a risk assessment affecting the business and maintain a risk matrix which

is used to monitor and mitigate these risks. A risk matrix measures the impact of the risk and likelihood of occurrence

and outlines the practices and processes in place to address the identified risk. This is provided to the Audit and Risk

Committee and Board annually. The Group maintains insurance policies that it considers adequate to meet insurable risks

taking into consideration the size and nature of the Company’s business and risk profile.

HEALTH AND SAFETY

The Board has responsibility for ensuring the Company maintains a health and safety management system that meets

best practice standards to protect the health and safety of its employees and contractors engaged by the Company. The

Board maintains a Health and Safety Policy, reviewed annually, to underpin the Company’s commitment to providing a

safe working environment for its employees and contractors. The Board receives a monthly Workplace Health and Safety

Report from the Company’s Health and Safety Manager. The Health and Safety Policy was last reviewed in August 2021.

PRINCIPLE 7 – AUDITORS

“The board should ensure the quality and independence of the external audit process.”

EXTERNAL AUDITOR

The Audit and Risk Committee makes recommendations to the Board on the appointment and removal of the external auditor.

The Audit and Risk Committee is responsible to ensure the External Auditor’s independence is maintained so

that financial reporting is reliable and credible. The Audit and Risk Committee monitors the nature and extent

of other services provided by the external auditor, and the ratio of audit fees to non-audit fees, to ensure that those

services are complementary to the external audit and compatible with maintaining external audit independence.

The External Auditor is responsible for reviewing and making recommendations on these underlying control

systems to ensure they produce accurate and consistent reports on which Shareholders may rely and, to assist

meeting this responsibility, the External Auditor shall have full access to all board papers and minutes and all


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Corporate Governance
Statement

(continued)

For the year ended 30 June 2021

PRINCIPLE 7 – AUDITORS (CONTINUED)

EXTERNAL AUDITOR (CONTINUED)

financial and related records. The Audit and Risk Committee routinely has time with the External Auditor without

management present.

It is paramount the independence of The External Auditor is maintained for Shareholders’ benefit.

The Company invites the External Auditor to attend the Annual Meeting of Shareholders and they are available to answer

shareholder questions about the conduct of the audit and the preparation and content of the auditor’s report.

INTERNAL AUDIT

The underlying internal control and accounting and operational systems determine the accuracy of the financial statements

and results presented to the Board. The Group does not have an internal audit function. Procedures have been established

at the Board and executive management levels that are designed to safeguard the assets and interests of the Company and

ensure the integrity of reporting. The Board acknowledges that it is responsible for the overall internal control framework

but recognises that no cost-effective internal control system will preclude all errors and irregularities. The Board has

undertaken a risk review and considers that the Group have a sound system of internal control which is operating effectively

in all material respects in relation to financial reporting risk.

PRINCIPLE 8 – SHAREHOLDER RIGHTS & RELATIONS

“The Board should respect the rights of shareholders and foster constructive relationships with

shareholders that encourage them to engage with the issuer.”

INFORMATION FOR AND COMMUNICATION WITH SHAREHOLDERS

The Group is committed to communicating regularly with Shareholders in an open and transparent way. The Board aims to

ensure that all Shareholders are provided with all information necessary to assess the Group’s direction and performance.

To facilitate this general information flow, the Company maintains a comprehensive website including an investor section

(www.foleywines.co.nz). This contains the constitution, annual and half-yearly reports and financial statements, corporate

governance policies and documents, releases to the NZX or media and any presentations to third parties. Contact details

are provided on the website to allow shareholders to contact the Company. Shareholders are actively encouraged to

received communications from FWL and its Share Registrar electronically.

SHAREHOLDER RIGHTS

In accordance with the Companies Act 1993, FWL’s Constitution, and the NZX Listing Rules, the Group refers any major

decisions which may change the nature of FWL to Shareholders for approval at a Shareholders’ meeting.

Resolutions for which requisite Notice are given are voted upon by way of a poll and on the basis of one share, one vote.

There are no priority or special voting shares.

When the Group is seeking additional equity capital it will offer further equity securities to existing shareholders of

the same class on a pro-rata basis, and on no less favourable terms, before further equity securities are offered to other

investors.

NOTICE OF ANNUAL SHAREHOLDERS MEETING

The Group posts any Notices of Shareholder Meetings on its website as soon as these are available. The general practice

is to make these available not less than four weeks prior to the Shareholders’ meeting.

Statutory Information

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Statutory
Information

(continued)

For the year ended 30 June 2021For the year ended 30 June 2021

Statutory

Information

1. DIRECTOR PROFILES

WILLIAM P FOLEY II – CHAIRMAN

William P Foley II (Bill) was appointed to the Board in September 2012. Mr. Foley has served as the Executive Chairman

of Fidelity National Financial, Inc. (FNF) since October 2006 and, prior to that, as Chairman of the Board of FNF since

1984. Mr. Foley also served as Chief Executive Officer of FNF from 1984 until May 2007 and as President of FNF from

1984 until December 1994. Mr. Foley serves as a Senior Managing Director of Trasimene Capital. Mr. Foley also served

as the Chairman of Foley Trasimene I from May 2020 until April 2021 and was previously Executive Chairman of

Foley Trasimene I from March 2020 until May 2020. Mr. Foley also served as the Chairman of Foley Trasimene II from

July 2020 and continues to serve on the board of directors of Paysafe Limited (NYSE: PSFE), and served as a Director

of Austerlitz I from December 2020 until April 2021, Austerlitz II from January 2021 until April 2021 and served as

a Director of Trebia from February 2020 until April 2021. He has served on the board of Jena Acquisition Corp and

Friedland Acquisition Corp since June 2021. Mr. Foley has served as the Chairman of Cannae Holdings since July 2017.

Mr. Foley also serves as the Chairman of Dun & Bradstreet, which is a Cannae Holdings portfolio company Within the

past five-years, Mr. Foley served as the Vice Chairman of FIS, as the Chairman of Remy, as the co-Executive Chairman

of FGL Holdings from April 2016 to June 2020, and as a director of Ceridian from September 2013 to August 2019. Mr.

Foley also serves on the board of directors of the Foley Family Charitable Foundation and the Folded Flag Charitable

Foundation. Mr. Foley also is Chairman and CEO of Foley Family Wines Holdings, Inc., which is the holding company

of numerous vineyards and wineries located in the U.S. and in New Zealand. Mr Foley, also is the Executive Chairman

and Chief Executive Officer of Black Knight Sports and Entertainment LLC, which is the private company that owns the

Vegas Golden Knights, a National Hockey League.

Mr. Foley’s qualifications to serve on the Board include his 30 plus years as a director and executive officer of FNF, his

experience as a board member and executive officer of public and private companies in a wide variety of industries, and

his strong track record of building and maintaining shareholder value and successfully negotiating and implementing

mergers and acquisitions.

PAUL BROCK – DEPUTY CHAIRMAN – NON-EXECUTIVE INDEPENDENT DIRECTOR

Paul Brock was appointed to the Board with effect from 1 November 2018 and was appointed Deputy Chairman. Paul

Brock was the Kiwibank Group Chief Executive from 2010-2017. He was Co-Founder of the bank which was launched in

2002. As Group Chief Executive Paul led the Kiwibank Group through a period of rapid growth and diversification into

business banking, wealth management, insurance and asset finance. The bank is now a major player in the New Zealand

market with one in four New Zealanders holding an account with Kiwibank.

Paul has a strong background in governance, management, growth business development, brand development and

marketing. An extensive background in the financial services industry has also included senior management positions

with Westpac and Trust Bank. Paul has been Chairman of Gareth Morgan Investments Ltd and Kiwibank Investment

Management Ltd and a Director of Kiwi Insurance Ltd, New Zealand Home Loans Ltd, Kiwibank Custodial Services Ltd,

AMP Home Loans Ltd, Kiwi Capital Securities Ltd, Kiwi Capital Funding Ltd and Kiwi Wealth Management Ltd. Paul

is currently Chair of the board of the New Zealand Story Group, a country reputation programme to enhance the New

Zealand brand and increase the benefits to New Zealand from export trade, a Director of Cigna Insurance New Zealand

Ltd, and is also a member of the Massey University Business School Advisory Board.

Paul holds a Bachelors degree in Business Studies from Massey University.

1. DIRECTOR PROFILES (CONTINUED)

ANTHONY ANSELMI O.B.E. – NON-EXECUTIVE INDEPENDENT DIRECTOR

Anthony Anselmi (Tony) was appointed to the Board in September 2012 and is a member of the Audit and Risk Committee.

Tony’s business career began in his late teens in footwear retail, and today the family-owned business Overland Footwear

Company Ltd, of which Tony is Chairman, owns and operates retail stores throughout New Zealand and in the State of

Victoria, Australia. Tony opened a manufacturing plant in 1966 and Fabia Products Ltd soon became one of the larger

footwear manufacturers in New Zealand, selling its products throughout New Zealand, Australia and the Pacific Islands.

He has considerable experience in farming and developed a large area of neglected land into an extensive dairy farming

enterprise. He has also developed a kiwi fruit orchard in Katikati.

Tony was appointed a Director of the State-Owned Enterprise, Forestry Corporation and served on the Board until

it was sold by the Government. He was appointed an inaugural director of Inframax Ltd, a road construction and

maintenance L.A.T.E. owned by the Waitomo District council. Tony was for two years Chairman of the New Zealand

Footwear Manufacturers Federation and served on the board of and later became chairman of the King Country Regional

Development Council.

Tony was an investor in the New Zealand Wine Fund Ltd (Vavasour Wines) and when this was purchased in 2009 by Foley

Family Wines NZ Ltd at the invitation of Mr. Bill Foley transferred his investment to the new company.

GRANT GRAHAM – NON-EXECUTIVE INDEPENDENT DIRECTOR

Grant Graham was appointed to the Board with effect from 1 February 2019 and as Chair of the Board Audit and Risk

Committee. Grant is a Partner at advisory and investment firm Calibre Partners with a strong background in corporate

finance and advisory in valuation, restructuring and as an expert witness.

Over 20 years, Grant has written numerous Independent Advisors’ reports for listed company activity subject to NZX

listing rules and the New Zealand Takeovers’ Code. In the process, he has gained an enviable reputation for the quality of

these reports, his clear and concise communication style, and pragmatic advice.

Grant has a Bachelor of Commerce and is a Chartered Accountant with Chartered Accountants Australia New Zealand

(CAANZ) holding a Certificate of Public Practice and CAANZ Accredited Insolvency Practitioner status. Grant is a

member of the Institute of Directors in New Zealand.

ANTONY MARK TURNBULL – CEO (EXECUTIVE DIRECTOR)

Antony Mark Turnbull (Mark) was appointed Chief Executive Officer and Director of the Company in September 2012.

Mark’s career started as an accountant with Ernst and Young, then for the next 18 years was Managing Partner of the brand

consultancy Designworks. Mark was Chairman of the New Zealand Wine Fund when it was acquired by Foley Family

Wines in 2009. In 2011 Mark had a sabbatical year and attended London Business School where he completed a Masters

of Science in Leadership and Strategy with Distinction. Mark is a Chartered Accountant with Chartered Accountants

Australia and New Zealand.

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FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021 FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

Statutory
Information

(continued)

Statutory

Information

(continued)

For the year ended 30 June 2021For the year ended 30 June 2021

2. INTEREST REGISTERS

The following entries were recorded in the Directors’ interest register of the Company during the year:

SHARE DEALINGS IN THE SHARES OF FOLEY WINES LIMITED

There were no share transactions during the year (2020: Nil).

SHARE DEALINGS IN THE SHARES OF FOLEY WINES LIMITED SUBSIDIARY COMPANIES

There were no transactions during the year (2020: Nil).

2021 2020

$’000 $’000

TRANSACTIONS

Certain Directors have interests in contracts with Foley Wines Limited.

AM Turnbull (Lighthouse Distillery Ltd – purchase of Spirits for resale) 203 192

AM Turnbull (Lighthouse Distillery Ltd – charges from FWL for labour,

rent, electricity and administration) 88 62

LOANS TO DIRECTORS

No loans to directors were authorised during the year.

IMDEMNITY AND INSURANCE

The Directors’ and Officers’ liability insurance is held to cover risks normally covered by such policies arising out of acts

or omissions of directors and employees in their capacity as such except for specific matters which are expressly excluded.

3. DIRECTORS REMUNERATION AND MEETING ATTENDANCE REGISTER

Directors of the Company during the year and remuneration and other benefits paid to directors by the Company were as

follows:

2021 2020

$’000 $’000

DIRECTORS’ FEES

WP Foley II 70 85

A J Anselmi 50 43

PR Brock 60 52

GR Graham 60 52

REMUNERATION AND OTHER BENEFITS

AM Turnbull was a Director and the Chief Executive Officer during the year and as such did not receive Director’s

Fees. Remuneration and other benefits paid to Executive Directors during the year was $959,000 (2020: $1,148,000).

The remuneration for the current year included a base salary of $550,000 (2020: $500,000) and a bonus approved by the

Board under the short-term incentive scheme of $300,000 (2020: discretionary bonus $325,000). There was no long-term

incentive scheme in place during the year.

3. DIRECTORS REMUNERATION AND MEETING ATTENDANCE REGISTER

(CONTINUED)

MEETING ATTENDANCE REGISTER

The attendance of Directors of the Company at Board meetings and Board Audit and Risk Committee meetings were as

follows:

2021 2020

2021 Audit & Risk 2020 Audit & Risk

Board Committee Board Committee


WP Foley II 3 / 4 N/A 5 / 5 N/A

A J Anselmi 4 / 4 4 / 4 5 / 5 4 / 4

PR Brock 4 / 4 4 / 4 5 / 5 4 / 4

GR Graham 3 / 4 4 / 4 5 / 5 4 / 4

AM Turnbull 4 / 4 4 / 4 5 / 5 4 / 4


4. EMPLOYEES’ REMUNERATION

Section 211(1)(g) of the Companies Act 1993 required disclosure of remuneration and other benefits, including redundancy

and other payments made on termination of employment, in excess of $100,000 per year, paid by the Company or any of

its subsidiaries worldwide to any employees who are not Directors of the Company:

Number of Employees

$100,000 – $109,999 2

$110,000 – $119,999 2

$120,000 – $129,999 1

$130,000 – $139,999 1

$140,000 – $149,999 1

$150,0 0 0 – $159,9 9 9 1

$210,000 – $219,999 1

$250,000 – $259,999 1

$280,000 – $289,999 1

$360,000 – $369,999 1

5. DONATIONS

Foley Wines Limited made no cash donations during the year (2020: $Nil).

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FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021 FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

Statutory
Information

(continued)

Statutory

Information

(continued)

For the year ended 30 June 2021For the year ended 30 June 2021

6. SHAREHOLDER BREAKDOWN

Shareholding as at 30 June 2021

Number of

shareholdersTotal shares held

% of share

capital

1-999 536 136,690 0.21%

1,000-9,999 463 1,564,596 2.38%

10,000-49,999 160 2,827,826 4.30%

50,000-99,999 19 1,392,714 2.12%

100,000-499,999 20 4,315,513 6.56%

500,000+ 9 55,498,809 84.43%

1,207 65,736,148 100.00%


7. DIRECTORS’ SHAREHOLDING

As at 30 June 2021 Directors held the following direct interests in the Company.

WP Foley – Individually and with CJ Foley held a direct interest in Foley Wines Limited (FWL) of 61% through his

shareholding in Foley Family Wines Holdings, Inc. (FWLH), the ultimate parent of Foley Family Wines Holdings, New

Zealand Limited (FWLH-NZ) which is the New Zealand based parent company and majority shareholder of FWL,

through his shareholding in FWLH-NZ and through the ownership of 8,981,487 ordinary FWL shares (2020: 61%). This

interest was 64% including the shares to be issued under the Convertible Note (note 15) (2020: 64%).

AJ Anselmi – held a direct interest in FWL of 1.7% through his shareholding in FWLH-NZ (2020: 1.7%). This interest was

1.8% including the shares to be issued under the Convertible Note (note 15) (2020: 1.8%).

AM Turnbull – held a direct interest in FWL of 1.2% (2020: 1.2%) through his shareholding in FWLH-NZ (1.15%; 2020:

1.15%) and through the ownership of 60,347 ordinary FWL shares (0.09%; 2020: 0.09%). This interest was 1.3% including

the shares to be issued under the Convertible Note (note 15) (2020: 1.3%).

8. 20 LARGEST REGISTERED HOLDERS

Ordinary shares held at 30 June 2021:

Ordinary shares

held

% of share

capital

Foley Family Wines Holdings, New Zealand Limited * 34,708,796 52.80%

WP Foley II & CJ Foley 8,981,487 13.66%

National Nominees New Zealand Limited on behalf of

Milford Asset Management Limited * 3,801,536 5.78%

Accident Compensation Corporation 2,684,512 4.08%

Lion NZ Limited 2,027,027 3.08%

Alfa Lea Horticulture Limited 903,330 1.37%

New Zealand Permanent Trustees Limited - NZCSD 898,063 1.37%

JP Morgan Chase Bank NA NZ Branch - Segregated Clients Acct - NZCSD 848,486 1.29%

Sky Hill Limited 645,572 0.98%

BNP Paribas Nominees (NZ) Limited - NZCSD 424,254 0.65%

Public Trust RIF Nominees Limited - NZCSD 413,778 0.63%

FNZ Custodians Limited 366,133 0.56%

JD Croft 322,388 0.49%

Phaben Holdings Limited 300,001 0.46%

MG Fairhall 295,116 0.45%

Kynance Holdings Limited 249,514 0.38%

NZ Depository Nominee Limited 212,456 0.32%

CM & BW Doig 198,794 0.30%

Hobson Wealth Custodian Limited 193,277 0.29%

Custodial Services Limited 163,010 0.25%

Sub-total 58,637,530 89.20%

Others (1,187 Shareholders) 7,098,618 10.80%

TOTAL 65,736,148 100.00%

* These shareholders are substantial product holders as defined in Section 274 of Sub-part 5 of Part 5 of the Financial

Markets Conduct Act 2013 as they have a substantial holding in the Company.

9. NZX WAIVERS

No waivers were granted in the current or prior year.

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FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021 FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

Company
Directory

DIRECTORS:

WP Foley, II (Chairman)

PR Brock (Deputy Chairman)

AJ Anselmi

GR Graham

AM Turnbull (CEO)

HEAD OFFICE ADDRESS:

13 Waihopai Valley Road

RD6, Blenheim, 7276, Marlborough, New Zealand

Telephone +64 3 572 8200

Facsimile +64 3 572 8211

POSTAL ADDRESS:

PO Box 67, Renwick 7243, Marlborough, New Zealand

EMAIL:

info@foleywines.co.nz

WEBSITES:

www.foleywines.co.nz

www.grovemill.co.nz

www.vavasour.com

www.tekairanga.com

www.martinborough-vineyard.co.nz

www.mtdifficulty.nz

www.lighthousegin.co.nz

NATURE OF BUSINESS:

Production and distribution of wine

AUDITORS:

Deloitte Limited, Wellington

SOLICITORS:

Bell Gully, Auckland

Jennifer Mills & Associates, Auckland

BANKERS:

Bank of New Zealand, Auckland

REGISTRATION NO.

307139

REGISTERED OFFICE:

13 Waihopai Valley Road, RD6 Blenheim 7276, Marlborough, New Zealand

SHARE REGISTRAR:

Computershare Investor Services Limited

159 Hurstmere Road, Takapuna, North Shore City 0622

Private Bag 92119, Auckland 1142

Telephone +64 9 488 8777

Facsimile +64 9 488 8787

Email: enquiry@computershare.co.nz (please quote CSN or shareholder number)

Website for shareholders to change address or payment instructions or view

investment portfolio: www.computershare.co.nz/investorcentre

SHARE TRADING:

NZX – NZSX Market

Security Code “FWL”

made by land & hand

Investors who wish to join the Foley Investors Wine Club,

please email info@ foleywines.co.nz

88

FOLEY WINES LIMITEDFOLEY WINES LIMITED | ANNUAL REPORT 2021

---

PREMIUMISATION STRATEGY CONTINUES TO CREATE OPPORTUNITIES


THURSDAY, AUGUST 26 2021 – Foley Wines announces another record operating profit and significant

progress against a background of global uncertainty in the Company’s Annual Report to June 2021, published to

the New Zealand Stock Exchange today.


HIGHLIGHTS

Case sales 565,000 (up 6%)

Domestic cases 170,299 (up 8.6%)

Bottled sales revenue $53,255,000 (up 6.6%)

Operating earnings $8,036,000 (up 3.7%)

Dividend of 4 cents per share fully imputed declared (up 33%)


Foley Wines CEO Mark Turnbull said, “2021 has been a year of significant progress against a background of

uncertainty due to Covid-19. Despite experiencing considerable disruption to key hospitality markets globally,

unfavorable exchange rates and major logistical issues with global shipping and supply chains, the business has

remained focused on its strategy of premiumisation, which continues to create opportunities.”


The Company reports record operating earnings of $8,036,000 up 3.7% from $7,750,000 for the previous financial

year, and a lift in dividend to 4 cents per share fully imputed, up from 3 cents per share in the previous financial year.

“The Directors are pleased to advise a lift in dividend after considering underlying operational performance and

cashflows, and the work done on securing new distribution channels,” said Turnbull.


Like the rest of the industry, the Company experienced a significantly smaller harvest due to the adverse weather

conditions covered extensively in the media. However, with its focus on its premiumisation strategy, the Company

does not believe this vintage will have a material effect on the year ahead. “With our focus on our higher price point

wines and the high quality distribution secured over the past year, we are forecasting that our operating earnings will

be largely in line with this year,” said Turnbull.


Sustainability remains a key focus for the business. “Environmental issues continue to be propelled even further into

the forefront of consumers’ minds. The practical, tangible sustainability practices that underpin our operations carry

through from vineyards to packaging with further steps toward safeguarding our environment for future generations

made during the 2021 year. We continue to bottle our wines in recycled New Zealand glass, and this year we have

moved our Dashwood and Grove Mill brands into highly renewable bagasse labels manufactured from sugarcane

waste fibres,” said Turnbull.


The Company’s new development in Martinborough is well underway with a 650sqm subterranean barrel facility

completed for the 2021 vintage, and work is now underway on the upper level – a 1,100sqm purpose-built gin

distillery, warehouse, tasting room, 100 person restaurant and a private dining room. “Our direct to consumer business

is a key part of our business and, with our knowledge of Mt Difficulty, we expect the cellar door and restaurant to be

an important contributor both in terms of its profit contribution and also the affect a strong ‘spiritual home’ will have

on brand awareness locally and globally,” said Turnbull.

This new home to our Martinborough brands will also integrate with the Foley Wine Club, the online cellar door that
brings all the Company’s brands into consumers’ homes. This is a powerful direct platform further enhanced by strong

growth in membership of the Foley Rewards loyalty programme launched last year.


Lighthouse Gin continues to be a small but important part of the business with sales up 31% on the prior

year. “Lighthouse continues to attract new customers globally and forms a key part of our portfolio with many global

importers and retailers. With the completion of our new distillery in the next 12 months, along with the arrival of our

new 700 litre still from Germany, we have the ability to scale Lighthouse considerably,” said Turnbull.


– END –


Authorised for public release.


For further information please contact:

Mark Turnbull

CEO, Foley Wines Limited

PO Box 67, Renwick, 7243, Marlborough

Tel: +64 21 714 885

Email: mark@foleywines.co.nz



Notes to Editors:


Foley Wines is a collection of iconic wineries and brands from New Zealand’s most acclaimed wine regions. Each

with a unique story of New Zealand to tell, our wineries are linked by a common unrelenting purpose; to make

great wine that people love to drink around the world – made by land & hand.


Our ambition is to be New Zealand’s most revered wine group satisfying the most discerning retailers and

restaurants around the world with brands that are authentic, sustainable and of exceptional quality.


Established in 1988 as Grove Mill Wine Company Ltd, the company merged with Foley Family Wines NZ

Limited in September 2012. The Company listed on the NZAX Board of the NZ Stock Exchange when this was

first established in November 2003 and migrated to the NZX Main Board and changed its name to Foley Wines

Limited (ticker code FWL) on 3 December 2018.


Foley Wines’ major shareholder is Bill Foley who is a major investor in the US wine industry. His company Foley

Family Wines Inc. is a Top 20 wine company in the US.


Foley Wines owns Martinborough Vineyard, Te Kairanga and the Lighthouse Gin brand in Martinborough, Grove

Mill and Vavasour in Marlborough, and Mt Difficulty in Central Otago.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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