For personal use only. Brand New Vintage Limited ACN: ASX reference: BNV

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1 Brand New Vintage Limited ACN: ASX reference: BNV Half year report for the half-year ended 31 December 2014

2 Results for Announcement to the Market Current reporting period: Half year ended 31 December 2014 Previous interim reporting period: Half year ended 31 December 2013 Previous full year reporting period: Full year ended 30 June 2014 Current reporting period: half year ended 31 December 2014 Revenue from ordinary activities down 30% ($1,011,839) 31 December December 2013 (Loss)/Profit from ordinary activities after tax attributable to members down 4,293% ($170,488) 31 December December 2013 Total Assets to Total Liabilities 31 December December 2013 Total Net Tangible Assets to Total Liabilities 31 December December 2013 Paid or Proposed Dividend per share 31 December December 2013 $ 2,323,690 $ 3,335,529 ($174,459) ($3,971) 1.11 times 1.38 times 1.04 times 1.31 times $0.00 $0.00 2

3 Financial report for the half-year ended 31 December 2014 Page Directors report 4 Auditor s independence declaration 6 Independent auditor s report 7 Directors declaration 9 Condensed consolidated statement of profit and loss and other comprehensive income 10 Condensed consolidated statement of financial position 11 Condensed consolidated statement of changes in equity 12 Condensed consolidated statement of cash flows 13 Notes to the condensed consolidated financial statements 14 3

4 Directors report The Directors of Brand New Vintage Limited submit herewith the financial report for the half-year ended 31 December In order to comply with the provisions of the Corporations Act 2001, the Directors report as follows: The names of the Directors of the company during and since the end of the half-year are: Mr. Graham Keys Mr. Sam Atkins Mr. Theo Eversteyn Mr. Frank Kraps Review of operations As announced to the ASX on 18 August 2014, and updated on 29 August 2014 and 12 November 2014, the Board of Directors have signed an Asset Sale Agreement to sell the company s Yarra Valley Assets (YVA) including the land, vineyard, buildings, winery, plant and equipment for consideration of $5 million. This transaction occurred on January 20th All existing contracts associated with the winery, processing and storage business were assigned to the purchaser. The sale allowed the company to repay bank debt and leasing debt associated with the YVA. The impact of the above asset sales on the financial statements are shown by delineating the assets held for sale and the liabilities directly associated with those assets in the Consolidated Statement of Financial Position as well as the results from continuing operations and discontinued operations in the Consolidated Statement of Comprehensive Income. The Half Year FY15 result was a profit on continuing operations of $164,304 based on continuing revenue of $2.32million. Continuing EBITDA for the period was $234,641. A loss of $338,763 was incurred for discontinued operations over the same period with a total comprehensive loss of $174,459 reported. The Sticks brand received its first 5 star rating in the James Halliday Australian Wine Companion in the 2014 Edition. This result is very pleasing for the company as it reflects the commitment and investment by the company over the past 5 years to produce consistent, premium, value for money wines sold and marketed under the Sticks brand. The company has entered into negotiations with our Australian distributor to further strengthen the sales and marketing relationship for the Sticks brand and general structure of the agreement, which will generate positive results with regards to profit and cash flow in the coming 6 months for the Sticks brand and the company. As announced to the market on August 13, 2014, the past 6 months has seen the continued roll-out of the One Planet brand in the United States via the Kroger retail network. Management are confident that the company will continue to see an uplift in sales throughout the next 6 months leading into the peak US summer selling season. The brand continues to receive strong acceptance from management at Kroger translating into positive consumer pull through at store level. The depreciating Australian dollar has resulted in an improving margin from sales of One Planet in the United States. The One Planet brand will continue to take time to develop and BNV management are committed to ensuring this growth is long term and sustainable. The company remains in control of overheads. Stock levels remain balanced looking forward. Vintage 2015 produced good quality fruit in the Yarra Valley, with yields around average. As reported previously, the size of BNV ensures the need to be very selective and focussed on how BNV employs capital within the business to maximise returns for shareholders. As announced to the market. 4

5 Auditor s independence declaration The auditor s independence declaration is included on page 6 of the half-year financial report. Signed in accordance with a resolution of directors made pursuant to s.306 (3) of the Corporations Act On behalf of the Directors Mr. Sam Atkins Managing Director Adelaide, March 15 th

6 Separate LetterA 6

7 7

8 8

9 Directors declaration The directors declare that: (a) in the directors opinion, there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable; and (b) in the directors opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the financial position and performance of the consolidated entity. Signed in accordance with a resolution of the directors made pursuant to s.303 (5) of the Corporations Act On behalf of the Directors Mr. Sam Atkins Managing Director Adelaide, March 15 th

10 Condensed Consolidated Statement of Profit and Loss and Other Comprehensive Income for the half-year ended 31 December 2014 Continuing operations Consolidated Half-year Half-year ended 31 ended 31 December December $ $ Revenue 2,323,690 2,833,337 Cost of sales (841,438) (903,220) Gross profit 1,482,252 1,930,117 Finance and administration expenses (306,265) (359,589) Sales & marketing expenses (943,141) (1,138,509) Finance costs and interest paid (68,542) (17,257) (Loss)/Profit before income tax expense 164, ,762 Income tax expense - - (Loss)/Profit after income tax relating to continuing operations 164, ,762 Discontinued operations Loss from discontinued operations (338,763) (418,733) Profit Other comprehensive income (174,459) (3,971) Other comprehensive income net of tax - - Total comprehensive (loss)/income for period (174,459) (3,971) Attributable to: Equity holders of the parent (174,459) (3,971) Earnings per share From continuing operations: Basic (cents per share) Diluted (cents per share) From discontinued operations: Basic (cents per share) (0.10) (0.13) Diluted (cents per share) (0.10) (0.13) Total Earnings per share: Basic (cents per share) (0.05) (0.00) Diluted (cents per share) (0.05) (0.00) Notes to the condensed consolidated financial statements are on pages 14 to 22 10

11 Condensed Consolidated Statement of Financial Position as at 31 December 2014 Consolidated 31 December 30 June $ $ Current assets Cash and cash equivalents 68, ,469 Trade and other receivables 941,172 1,177,470 Inventories 2,048,076 2,144,428 3,057,771 3,482,367 Assets classified as held for sale 4,486,584 4,454,700 Total current assets 7,544,355 7,937,067 Non-current assets Property, plant and equipment 25,963 27,758 Inventories - 187,812 Intangible assets 520, ,296 Total non-current assets 546, ,866 Total assets 8,090,614 8,672,933 Current liabilities Trade and other payables 2,631,581 2,983,106 Borrowings 4,457,014 4,485,072 Provisions 58,515 53,107 7,147,110 7,521,285 Liabilities directly associated with assets classified as held for sale 115, ,954 Total current liabilities 7,262,987 7,661,239 Non-current liabilities Borrowings 29,074 40,308 Provisions 13,642 12,015 Total non-current liabilities 42,716 52,323 Total liabilities 7,305,703 7,713,562 Net assets 784, ,371 Equity Issued capital 12,826,884 12,826,884 Accumulated (losses) (12,041,973) (11,867,513) Total equity 784, ,371 Notes to the condensed consolidated financial statements are on pages 14 to 22 11

12 Consolidated Statement of Changes in Equity for the half year ended 31 December 2013 Consolidated Issued Retained Total Capital Earnings $ $ $ Balance as at 1 July ,826,884 (9,935,065) 2,891,819 Profit for period - (3,971) (3,971) Balance as at 31 December ,826,884 (9,939,036) 2,887,848 Balance as at 1 July ,826,884 (11,867,514) 959,370 Loss for period - (174,459) (174,459) Balance as at 31 December ,826,884 (12,041,973) 784,911 Notes to the condensed consolidated financial statements are on pages 14 to 22 12

13 Condensed Consolidated Statement of Cash Flows for the half year ended 31 December 2014 Cash flows from operating activities Consolidated Half-year Half-year ended 31 ended 31 December December $ $ Receipts from customers 2,727,503 2,954,515 Payments to suppliers and employees (2,583,511) (3,495,961) Interest and other costs of finance paid (196,646) (191,199) Net cash (used in)/provided by operating activities (52,654) (732,645) Cash flows from investing activities Payments for property, plant and equipment - (2,638) Proceeds from sale of property, plant and equipment - 40,795 Net cash (used in)/provided by investing activities - 38,157 Cash flows from financing activities Proceeds from borrowings - 750,000 Repayment of borrowings (39,291) (31,480) Net cash used in financing activities (39,291) 718,520 Net increase/(decrease) in cash and cash equivalents (91,945) 24,032 Cash and cash equivalents at the beginning of the half-year Cash and cash equivalents at the end of the financial half-year 160,468 81,985 68, ,017 Notes to the condensed consolidated financial statements are on pages 14 to 22 13

14 Notes to the Financial Statements for the half-year ended 31 December Summary of accounting policies Statement of Compliance The half-year financial report is a general purpose financial report prepared in accordance with the Corporations Act 2001 and AASB 134 Interim Financial Reporting. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 Interim Financial Reporting. The half-year financial report does not include notes of the type normally included in an annual financial report and shall be read in conjunction with the most recent annual financial report in accordance with any continuous disclosure obligations arising under the Corporations Act Basis of preparation The condensed financial statements have been prepared on the basis of historical cost, except for the revaluation of certain non-current assets and financial instruments. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars, unless otherwise noted. The accounting policies and methods of computation adopted in the preparation of the half-year financial report are consistent with those adopted and disclosed in the entity s 2014 annual financial report for the financial year ended 30 June 2014, except for the impact of the Standards & Interpretations described below. These accounting policies are consistent with Australian Accounting Standards and with International Financial Reporting Standards. Adoption of new and revised Accounting Standards The Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to their operations and effective for the current reporting period. The adoption of these new and revised amendments has not resulted in any changes to the Group s accounting policies and have no affect on the amount reported or presented in the financial statements for the current or prior periods. Going concern The financial statements are prepared on the going concern basis which assumes continuity of normal business activities and the realisation of assets and the settlement of liabilities and commitments in the normal course of business. During the half year ended 31 December 2014, the consolidated entity recorded a net loss of $174,459 (31 December 2013: $3,971) and had net cash outflows from operating activities of $52,655 (31 December 2013: net cash outflows from operating activities of $732,645). The consolidated entity has a net asset surplus of $784,911 as at 31 December 2014 (30 June 2014: surplus of $959,371). The sale of Sticks Yarra Valley Assets, situated at Yarra Glen, Victoria, was completed on 20 January 2015 after a number of extensions were granted to the purchaser and the proceeds were used to repay the bank debt in full. The half year Financial Statements have therefore been prepared to report on Continuing operations and discontinued operations to better represent the effect the Asset sale has on the Continuing operations of the business. Whilst the Company was in breach of the covenants of its existing finance facility as at 31 December 2014, all bank debt was extinguished on 20 January 2015 following the settlement from the sale of the Sticks Yarra Valley Assets. The financier formally 14

15 acknowledged the breach and whilst not waiving or giving up its rights in relation to any breach of obligation, confirmed that they would not be taking any action prior to the settlement. As at 21 January 2015 the company has neither bank debt nor financial covenants. On 9 October 2015 BNV entered into an asset sale agreement with Joval Pty Ltd, a significant shareholder and related party of the Group to sell the Sticks brand and associated inventory free from any encumbrances for a purchase price of $1.2m plus the value of inventory at the date of completion. The assets sold include the Sticks brand, trademarks, intellectual property, distribution rights and associated business contracts. The inventory includes all bulk wine, packaged wine, dry goods, barrels and other products and merchandise related to the Sticks brand with the purchase price of $1.28m. A total GST of $0.25m was also payable to the group. The agreement also includes the settlement of related party payables and receivables between the parties which has a net payable of $1.1m from the group to Joval. Therefore total cash received was $1.6m. Shareholder approval for the transfer of the assets was obtained at the EGM on 11 December The distribution agreements waiver from the Casama group (Joval s subsidiary) was received and dated 23 December 2015 which releases Sticks from any claims and demands in respect of termination. The acquisition was funded, in part by amounts owed to Joval Pty Ltd and other associated entities. Completion and settlement of the proposed sale occurred on 23 December 2015 and cash of $1.6M was received on 24 December After receipt of the net sale proceeds, the consolidated entity s net cash balance was $1.7M. Following completion of the sale, BNV will retain the One Planet brand and associated stock, assets and contracts together with trade receivables and cash after satisfaction of the Sticks business liabilities. The One Planet brand is performing well in the USA via the Kroger retail network with solid year on year growth since its launch in late The depreciating Australian dollar has also seen a general improvement in gross margin. Post the sale of the Sticks brand and inventory, management will continue to develop the One Planet brand via continuing to broaden distribution across the USA. The directors are considering potential opportunities for BNV within the wine industry sector as it seeks to utilise the benefits of the public company listing. At the date of this report the Directors are confident that the Company and the consolidated entity will be able to continue as going concerns. 2 Standards and Interpretations in issue not yet adopted 2.1 Amendments to AASBs and the new Interpretation that are mandatorily effective for the current year In the current year, the Group has applied a number of amendments to AASBs and a new Interpretation issued by the Australian Accounting Standards Board (AASB) that are mandatorily effective for an accounting period that begins on or after 1 July 2014, and therefore relevant for the current year end. AASB Amendments to Australian Accounting Standards (Part A: Annual Improvements and Cycles). The Annual Improvements has made number of amendments to various AASBs, which are summarised below. 15

16 The amendments to AASB 2 (i) change the definitions of vesting condition and market condition ; and (ii) add definitions for performance condition and service condition which were previously included within the definition of vesting condition. The amendments to AASB 2 are effective for share-based payment transactions for which the grant date is on or after 1 July The amendments to AASB 3 clarify that contingent consideration that is classified as an asset or a liability should be measured at fair value at each reporting date, irrespective of whether the contingent consideration is a financial instrument within the scope of AASB 9 or AASB 139 or a non-financial asset or liability. Changes in fair value (other than measurement period adjustments) should be recognised in profit and loss. The amendments to AASB 3 are effective for business combinations for which the acquisition date is on or after 1 July The amendments to AASB 8 (i) require an entity to disclose the judgements made by management in applying the aggregation criteria to operating segments, including a description of the operating segments aggregated and the economic indicators assessed in determining whether the operating segments have similar economic characteristics ; and (ii) clarify that a reconciliation of the total of the reportable segments assets to the entity s assets should only be provided if the segment assets are regularly provided to the chief operating decision-maker. The amendments to the basis for conclusions of AASB 13 clarify that the issue of AASB 13 and consequential amendments to AASB 139 and AASB 9 did not remove the ability to measure short-term receivables and payables with no stated interest rate at their invoice amounts without discounting, if the effect of discounting is immaterial. The amendments to AASB 116 and AASB 138 remove perceived inconsistencies in the accounting for accumulated depreciation/amortisation when an item of property, plant and equipment or an intangible asset is revalued. The amended standards clarify that the gross carrying amount is adjusted in a manner consistent with the revaluation of the carrying amount of the asset and that accumulated depreciation/amortisation is the difference between the gross carrying amount and the carrying amount after taking into account accumulated impairment losses. The amendments to AASB 124 clarify that a management entity providing key management personnel services to a reporting entity is a related party of the reporting entity. Consequently, the reporting entity should disclose as related party transactions the amounts incurred for the service paid or payable to the management entity for the provision of key management personnel services. However, disclosure of the components of such compensation is not required. The Annual Improvements has made number of amendments to various AASBs, which are summarised below. The amendments to AASB 3 clarify that the standard does not apply to the accounting for the formation of all types of joint arrangements in the financial statements of the joint arrangement itself. The amendments to AASB 13 clarify that the scope of the portfolio exception for measuring the fair value of a group of financial assets and financial liabilities on a net basis includes all contracts that are within the scope of, and accounted for in accordance with, AASB 139 or AASB 9, even if those contracts do not meet the definitions of financial assets or financial liabilities within AASB

17 The amendments to AASB 140 clarify that AASB 140 and AASB 3 are not mutually exclusive and application of both standards may be required. Consequently, an entity acquiring investment property must determine whether: the property meets the definition of investment property in terms of AASB 140; and the transaction meets the definition of a business combination under AASB 3. The application of these amendments does not have any material impact on the disclosures or on the amounts recognised in the Group's consolidated financial statements. AASB Amendments to Australian Accounting Standards (Part B: Defined Benefit Plans: Employee Contributions Amendments to AASB 119) The amendments to AASB 119 clarify how an entity should account for contributions made by employees or third parties to defined benefit plans, based on whether those contributions are dependent on the number of years of service provided by the employee. For contributions that are independent of the number of years of service, the entity may either recognise the contributions as a reduction in the service cost in the period in which the related service is rendered, or to attribute them to the employees periods of service using the projected unit credit method; whereas for contributions that are dependent on the number of years of service, the entity is required to attribute them to the employees periods of service. The application of these amendments to AASB 119 does not have any material impact on the disclosures or on the amount recognised in the Group's consolidated financial statements. AASB 1031 Materiality, AASB Amendments to Australian Accounting Standards Conceptual Framework, Materiality and Financial Instruments (Part B: Materiality), AASB Amendments to Australian Accounting Standards (Part C: Materiality). The revised AASB 1031 is an interim standard that cross-references to other Standards and the Framework for the Preparation and Presentation of Financial Statements (issued December 2013) that contain guidance on materiality. The AASB is progressively removing references to AASB 1031 in all Standards and Interpretations. Once all of these references have been removed, AASB 1031 will be withdrawn. The adoption of AASB 1031, AASB (Part B) and AASB (Part C) does not have any material impact on the disclosures or the amounts recognised in the Group's consolidated financial statements. 17

18 2.2 List of Standards and Interpretations in issue not yet effective At the date of authorisation of the financial statements, the Standards and Interpretations listed below were in issue but not yet effective. The directors have not determined the impact of these standards and interpretations at the time the financial report was prepared. Standard/Interpretation Effective for annual reporting periods beginning on or after Expected to be initially applied in the financial year ending AASB 9 Financial Instruments, and the relevant amending standards AASB Amendments to Australian Accounting Standards Clarification of Acceptable Methods of Depreciation and Amortisation 1 January December January December 2016 IFRS 16 Leases 1 January December 2019 AASB Amendments to Australian Accounting Standards Sale or Contribution of Assets between an Investor and its Associate or Joint Venture AASB Amendments to Australian Accounting Standards Annual Improvements to Australian Accounting Standards Cycle AASB Amendments to Australian Accounting Standards Disclosure Initiative: Amendments to AASB 101 AASB Amendments to Australian Accounting Standards arising from the Withdrawal of AASB 1031 Materiality 1 January December January December January December July December

19 3 Subsequent events The sale of Sticks Yarra Valley Assets was completed on 20 January The pro forma balance sheet shown below reflects the financial position of the Group at if the sale transaction was completed on 31 December Consolidated 31 December 31 December Pro Forma $ $ Current assets Cash and cash equivalents 68, ,100 Trade and other receivables 941, ,173 Inventories 2,048,076 2,048,076 3,057,772 3,881,349 Assets classified as held for sale 4,486,584 Total current assets 7,544,356 3,881,349 Non-current assets Property, plant and equipment 25,963 25,963 Intangible assets 520, ,296 Total non-current assets 546, ,259 Total assets 8,090,615 4,427,608 Current liabilities Trade and other payables 2,631,581 2,645,207 Borrowings 4,457, ,000 Provisions 174,392 71,213 Total current liabilities 7,262,988 3,091,420 Non-current liabilities Borrowings 29,074 Provisions 13,642 Total non-current liabilities 42,716 - Total liabilities 7,305,704 3,091,420 Net assets 784,911 1,336,188 Equity Issued capital 12,826,884 12,826,884 Accumulated (losses) (12,041,973) (11,490,696) Total equity 784,911 1,336,188 19

20 Subsequent events (continued) On receiving the $5 million consideration there was a net capital gain on the sale of $526,128. The funds were used to extinguish all bank debt. On 9 October 2015 BNV entered into an asset sale agreement with Joval Pty Ltd, to sell the Sticks brand and associated inventory free from any encumbrances for a purchase price of $1.2m plus the value of inventory at the date of completion. The assets sold include the Sticks brand, trademarks, intellectual property, distribution rights and associated business contracts. The inventory includes all bulk wine, packaged wine, dry goods, barrels and other products and merchandise related to the Sticks brand with the purchase price of $1.28m. $0.25m GST was also paid as part of the sale and $1.1m net related party payables to Joval and its related entities was settled as part of the sale. Therefore a total of $1.6m cash was received in December Shareholder approval for the transfer of the assets was obtained at the EGM on 11 December The distribution agreements waiver from the Casama group (Joval s subsidiary) was received and dated 23 December 2015 which releases Sticks from any claims and demands in respect of termination. The acquisition was funded in part by amounts owed to Joval Pty Ltd and other associated entities. The sale of Sticks brand and associated inventory was completed on 23 December On receiving the $1.2m for the Trademarks, brands and goodwill of the Sticks business and $1.28m for the value of inventory, a net gain on the sale of $608k was recorded. 20

21 4 Segment information Information reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance focuses on types of goods or services delivered or provided. The Group's reportable segments under AASB 8 are therefore as follows. The Group operates two main segments: One Planet and Sticks Yarra Valley. One Planet sells wine to an importer in its market (USA) and Sticks Yarra Valley sells wine products to wholesalers and distributors. (a) Segment Revenues and Results from continuing operations Wine Sales Segment Revenue Segment Profit $ $ $ $ One Planet 148, ,182 (46,103) (94,541) Sticks Yarra Valley 2,174,972 2,599, , ,618 Total for continuing operations 2,323,690 2,833, , ,077 Administration expenses (235,366) (212,733) Corporate expenses (54,497) (52,087) Winery expenses (147,466) (183,495) Other gains/(losses) - - Profit/(loss) before tax continuing operations 164, ,762 Revenue reported above represents revenue generated from external customers. There were no inter-segment sales included in the revenue. The accounting policies of the reportable segments are the same as the Group's accounting policies. Segment profit represents the profit earned by each segment without allocation of central administration costs finance costs and income tax expense. This is the measure reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance. Revenue and profits in relation to the discontinued operations have not been included in the segment information above. 5 Dividends No dividends were paid or proposed in the 6 months to 31 December (31 December 2013: nil. 6 Borrowings With the signing of the sale contract of the Sticks Yarra Valley assets the bank agreed to provide the current facilities until settlement is completed. 21

22 7 Financial Instruments The Directors consider that the carrying amounts of the financial assets and financial liabilities recognised in the consolidated financial statements approximate their fair value. 8 Key Management Personnal Remuneration arrangements of key management personnel are disclosed in the annual financial report. 22

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